Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE FOR PURCHASE OF INTEREST IN RUSH WILLADEL FIELD. - LILIS ENERGY, INC. | f8k073109ex99i_recovery.htm |
| EX-10.1 - PURCHASE AND SALE AGREEMENT FOR PURCHASE OF 100% INTEREST IN RUSH WILLADEL FIELD. - LILIS ENERGY, INC. | f8k073109ex10i_recovery.htm |
| EX-10.2 - PURCHASE AND SALE AND OPTION AGREEMENT FOR SALE OF 50% INTEREST IN RUSH WILLADEL FIELD - LILIS ENERGY, INC. | f8k073109ex10ii_recovery.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 6,
2009
RECOVERY
ENERGY, INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
333-152571
|
74-3231613
|
|
(State
or other jurisdiction of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification
Number)
|
|
1515
Wynkoop Street, Suite 200
|
|
|
Denver,
CO
|
80202
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(888)
887-4449
(Registrant's
telephone number, including area code)
Universal
Holdings, Inc.
PO
Box 8851, Rocky Mount, NC 27804
|
(252)
407-7782
|
|
(Former
name or former address, if changed since last
report)
|
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 (see General Instruction A.2. below):
|
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
¨
|
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
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Entry
into a Material Definitive
Agreement.
|
On November 6, 2009 Recovery Energy,
Inc. acquired 100% ownership of three producing wells on a 160-acre lease in
Rush Willadel Field in Washington County, Colorado. The purchase
price paid at closing consisted of $750,000 in cash and 250,000 shares of common
stock. The seller has the option to cause Recovery to purchase the
250,000 shares for $750,000 in cash on December 15,
2009. Simultaneously, Recovery sold a 50% to an unrelated third party
for $750,000 in cash. Under the terms of that transaction, Recovery
has an option to purchase the 50% ownership interest in the three wells back
from the third party for $825,000 in cash by notice no later than January 6,
2010. The purchaser of the 50% interest also has the right to require
Recovery to repurchase the interest for $825,000 by notice no later than January
6, 2010. The two agreements contain other provisions that are
customary for agreements of this nature, such as representations and
warranties. The initial purchase agreement is filed as exhibit 10.1
and the purchase and sale agreement with the imbedded option to re-purchase the
remaining 50% is filed as exhibit 10.2. The press release announcing
the transaction is filed as exhibit 99.1.
|
Item
2.01
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Completion
of Acquisition or Disposition of
Assets.
|
The disclosure under the first
paragraph of Item 1.01 of this Current Report on Form 8-K is incorporated by
reference herein.
Item
3.02
Unregistered Sales of Equity Securities.
Issuance of the 250,000 shares issued
in connection with the transaction described in Item 1.01 was not registered
under the Securities Act of 1933. The issuance of these shares was
exempt from registration, pursuant to Section 4(2) of the Securities Act of
1933. These securities qualified for exemption under Section 4(2) of
the Securities Act of 1933 since the issuance securities by us did not involve a
public offering. The offering was not a “public offering” as defined in Section
4(2) due to the insubstantial number of persons involved in the sale, size of
the offering, manner of the offering and number of securities offered. We did
not undertake an offering in which we sold a high number of securities to a high
number of investors. In addition, these shareholders had the necessary
investment intent as required by Section 4(2) since they agreed to and received
share certificates bearing a legend stating that such securities are restricted
pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that
these securities would not be immediately redistributed into the market and
therefore not be part of a “public offering.” Based on an analysis of the above
factors, we have met the requirements to qualify for exemption under Section
4(2) of the Securities Act of 1933 for this transaction.
Item
9.01 Financial
Statements and Exhibits.
(d)
Exhibits.
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Exhibit No.
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Identification of Exhibits
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|||
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10.1
10.2
99.1
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Purchase and Sale Agreement for purchase of 100% interest in Rush Willadel
Field.
Purchase and Sale and Option Agreement for sale of 50% interest in Rush
Willadel Field
Press Release for purchase of interest in Rush
Willadel Field.
|
|||
Pursuant to the requirements of the
Securities Exchange Act of 1934, as amended, the registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto duly
authorized.
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RECOVERY
ENERGY, INC.
|
||
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Date: November
12, 2009
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By:
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/s/
Jeffrey A. Beunier
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Jeffrey
A. Beunier
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||
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Chief
Executive Officer
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