Attached files
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| EX-10.1 - HYPERDYNAMICS CORP | v207484_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (date of earliest event reported): January 6, 2011 (December
30, 2010)
HYPERDYNAMICS
CORPORATION
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State or
other jurisdiction of incorporation or organization)
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001-32490
(Commission
File Number)
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87-0400335
(IRS
Employer Identification No.)
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12012
Wickchester Lane, Suite 475
Houston,
Texas 77079
(Address
of principal executive offices,
including
zip code)
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voice: (713)
353-9400
fax: (713)
353-9421
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(Registrant’s
telephone number,
including
area code)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry into a Material Definitive Agreement.
On
December 30, 2010, in conjunction with the litigation settlement described in
Item 8.01 of this Form 8-K, Hyperdynamics Corporation (the “Company,”
“we” or “us”) entered into an Amendment to Lockup Agreements (the “Amendment”)
with certain holders of our common stock. The Amendment modifies
those Lockup Agreements dated July 21, 2010 (the “Original Lockup Agreements”)
by and among us and such shareholders, which were described in, and attached as
Exhibits 10.1 and 10.2 to, our Form 8-K filed with the Securities and Exchange
Commission (the “SEC”) on July 27,
2010.
The
Amendment reduces the number of warrants to purchase shares of our common stock
required to be donated to the American Friends of Guinea (“AFG”) by the
shareholders from 500,000 to 400,000. The shareholders will donate to
AFG an amount in cash or shares of our common stock equal in value to 50% of the
Black Scholes valuation of the 100,000 warrants, which valuation will be
calculated using a price of $3.95 per share of our common stock. The
foregoing summary is qualified in its entirety to the terms of the Amendment, a
copy of which is attached as Exhibit 10.1 to this Form 8-K.
Item
8.01. Other Events.
On
December 30, 2010, we settled the case captioned Hyperdynamics Corporation v.
J.P. Carey Securities, Inc., et al., Civil Action File No. 2001CV44988, which we
originally filed on November 5, 2001 in the Superior Court of Fulton County,
Georgia. A summary of this litigation can be found in our Annual
Report on Form 10-K filed with the SEC on September 28,
2010. Pursuant to the terms of the negotiated settlement, the parties
to the litigation agreed to release the claims and counterclaims asserted there,
and the holders of the 1,945 outstanding shares of our Series A Convertible
Preferred Stock agreed to convert those shares into an aggregate of 239,437
shares of our common stock. In addition, holders of warrants
exercisable into 500,000 shares of our common stock with an exercise price of
$4.00 per share agreed to cancel warrants exercisable into 100,000 of such
shares. We entered into a separate agreement related to those
warrants as described in Item 1.01 of this Form 8-K. Another party to
the litigation agreed to the cancellation of 7,500 shares of our common stock
owned by him. Pursuant to the terms of the settlement, the parties
will file motions to dismiss the Georgia litigation.
Item
9.01 – Financial
Statements and Exhibits
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(d)
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The
following exhibits are included with this
Report:
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Exhibit No.
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Description
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Exhibit
10.1
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Amendment
to Lockup Agreements
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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HYPERDYNAMICS
CORPORATION
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Date:
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January 6, 2011
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By:
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/s/ Ray Leonard
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Name:
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Ray
Leonard
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Title:
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Chief
Executive Officer and
President
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EXHIBIT
INDEX
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Exhibit No.
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Description
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Exhibit
10.1
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Amendment
to Lockup Agreements
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