Attached files
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_______________________
FORM
8-K
______________________
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
and Exchange Act of 1934
Date
of report: February 10, 2010
Date
of earliest event reported: February 8, 2010
_______________________
PACIFIC ASIA PETROLEUM, INC. | ||
(Exact name of registrant as specified in its charter) |
Delaware | ||
(State or other jurisdiction of incorporation) |
000-52770
|
30-0349798
|
|
(Commission
File Number)
|
(IRS
Employer Identification Number)
|
250 East Hartsdale Ave., Hartsdale, New York 10530 | ||
(Address of principal executive offices) |
(914) 472-6070 | ||
(Registrant’s telephone
number, including area code)
_________________________
|
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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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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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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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
February 10, 2010, Pacific Asia Petroleum, Inc. (the "Company") entered into a
Securities Purchase Agreement, dated as of February 10, 2010 (the "Securities
Purchase Agreement") with certain purchasers (the "Purchasers"), pursuant to
which the Company will sell a total of 5 million shares (the "Shares") of its
common stock, par value $0.001 per share ("Common Stock"), for an aggregate
purchase price of $20 million, or $4.00 per share (the "Purchase
Price").
In
addition, the Company will, at closing, issue to the Purchasers two series of
warrants (“Series A Warrants” and “Series B Warrants,” and together, the
“Warrants”). The Series A Warrants shall provide the Purchasers the
right to purchase up to an additional 2 million shares of Common Stock of the
Company (the “Series A Warrant Shares”), in the aggregate, with an exercise
price equal to $4.50 (subject to adjustment in certain circumstances), which
Series A Warrants shall be exercisable commencing 6 months following the closing
for a period of 36 months. The Series B Warrants shall provide the
Purchasers the right to purchase up to an additional 2 million shares of Common
Stock of the Company (the “Series B Warrant Shares,” and together with the
Series A Warrant Shares, the “Warrant Shares”), in the aggregate, at the Common
Stock offering price, or $4.00 per share (subject to adjustment in certain
circumstances), which Series B Warrants shall be exercisable immediately until
November 1, 2010. If fully all are exercised, the Warrants would
result in additional gross proceeds to the Company of $17 million.
Net
proceeds from the offering are planned to be used by the Company for working
capital purposes, and also may be used by the Company to fund (i) the Company’s
acquisition from CAMAC Energy Holdings Limited of a Nigerian oil asset, the Oyo
Oilfield, which began production in December 2009, and (ii) other asset
acquisitions and ventures.
The
Shares and the Warrant Shares are to be sold pursuant to a shelf registration
statement on Form S-3 (the "Registration Statement") declared effective by the
Securities and Exchange Commission (the "SEC") on February 3, 2010 (File No.
333-163869). A prospectus supplement related to this offering will be filed with
the SEC and delivered to the Purchasers. The transaction is expected to close on
or around February 16, 2010.
Also, on
February 8, 2010, the Company entered into a placement agency letter agreement,
dated February 8, 2010 (the "Placement Agency Agreement") with Rodman &
Renshaw, LLC (the "Placement Agent") in which the Placement Agent agreed to act
as exclusive placement agent in connection with this offering. The Placement
Agency Agreement provides that the Placement Agent will use its reasonable best
efforts to place shares of Company Common Stock valued at approximately $20
million, and the Warrants, at a per Share price and Series B Warrant exercise
price of $4.00 per share, and a Series A Warrant exercise price of $4.50 per
share. The Placement Agent will receive a commission equal to 6.0% of the gross
proceeds of this offering. Additionally, at the closing of the offering the
Company will issue to the Placement Agent a number of warrants (the “Placement
Agent Warrants”) to purchase shares of Common Stock of the Company equal to 3.0%
of the aggregate number of Shares sold in the offering, plus any Shares
underlying any convertible securities in the offering. The Placement
Agent Warrants shall have the same terms as the Warrants issued to the
Purchasers in the offering except that the exercise price shall be 125% of the
Purchase Price per share of the Shares issued in the offering and the expiration
date shall be 5 years from the effective date of the Registration
Statement. Furthermore, subject to compliance with Financial Industry
Regulatory Authority ("FINRA") Rule 5110(f)(2)(D), the Company shall reimburse
the Placement Agent’s out-of-pocket accountable expenses actually incurred up to
a maximum of 0.8% of the aggregate gross proceeds raised in the offering, but in
no event more than $25,000.
The
foregoing description of the Warrants, the Securities Purchase Agreement and the
Placement Agency Agreement does not purport to be complete and is qualified in
its entirety by reference to such documents. Copies of, or the forms of, as
applicable, the Series A Warrant, Series B Warrant, Securities Purchase
Agreement and Placement Agency Agreement are attached hereto as Exhibits 4.1,
4.2, 10.1 and 10.2, respectively, and are incorporated herein by
reference.
A copy of
the opinion of Pillsbury Winthrop Shaw Pittman LLP, relating to the legality of
the Shares, the Warrants and the Warrant Shares, and the enforceability of the
Warrants, is attached hereto as Exhibit 5.1, and is filed with reference to, and
is hereby incorporated by reference into, the Registration
Statement.
ITEM 7.01.
REGULATION FD DISCLOSURE
On
February 10, 2010, the Company issued a press release announcing the transaction
contemplated by the Securities Purchase Agreement, as disclosed under Item 1.01
of this Current Report. The press release incorrectly stated that the Series A
Warrants are exercisable for a period of 30 months instead of 36 months. A copy
of the press release is attached hereto as Exhibit 99.1 to this Current Report
and is incorporated herein by reference. The information contained
herein and the attached exhibit are furnished under this Item 7.01 of this
Current Report and are furnished to, but for purposes of Section 18 of the
Securities Exchange Act of 1934 shall not be deemed filed with, the Securities
and Exchange Commission. The information contained herein and in the
accompanying exhibit shall not be incorporated by reference into any filing of
the Company, whether made before or after the date hereof, regardless of any
general incorporation language in such filing, unless expressly incorporated
therein.
ITEM 9.01. FINANCIAL
STATEMENTS AND EXHIBITS
(d) Exhibits.
Exhibit
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Description
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4.1
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Form of Series A Warrant
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4.2
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Form of Series B
Warrant
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5.1
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Opinion of Pillsbury Winthrop
Shaw Pittman LLP
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10.1
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Form of Securities Purchase
Agreement
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10.2
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Placement Agency Agreement,
between the Company and Rodman & Renshaw, LLC, dated February 8,
2010
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23.1
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Consent of Pillsbury Winthrop
Shaw Pittman to the filing of Exhibit 5.1 (included in its opinion filed
as Exhibit 5.1)
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99.1
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Press Release, dated February 10,
2010
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SIGNATURES
Pursuant
to the requirement 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.
Pacific
Asia Petroleum, Inc.
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|||
Dated: February
10, 2010
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By:
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/s/ Frank C. Ingriselli | |
Frank
C. Ingriselli
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|||
Chief
Executive Officer
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Index to Exhibit
Exhibit
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Description
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4.1
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Form of Series A Warrant
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4.2
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Form of Series B
Warrant
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5.1
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Opinion of Pillsbury Winthrop
Shaw Pittman LLP
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10.1
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Form of Securities Purchase
Agreement
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10.2
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Placement Agency Agreement,
between the Company and Rodman & Renshaw, LLC, dated February 8,
2010
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23.1
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Consent of Pillsbury Winthrop
Shaw Pittman to the filing of Exhibit 5.1 (included in its opinion filed
as Exhibit 5.1)
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99.1
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Press Release, dated February 10,
2010
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