Attached files

file filename
EX-10.1 - FORM OF SECURITIES PURCHASE AGREEMENT - Erin Energy Corp.pfab_ex101.htm
EX-5.1 - OPINION OF PILLSBURY WINTHROP SHAW PITTMAN LLP - Erin Energy Corp.pfab_ex51.htm
EX-4.2 - FORM OF SERIES B WARRANT - Erin Energy Corp.pfab_ex42.htm
EX-99.1 - PRESS RELEASE, DATED FEBRUARY 10, 2010 - Erin Energy Corp.pfab_ex991.htm
EX-4.1 - FORM OF SERIES A WARRANT - Erin Energy Corp.pfab_ex41.htm
EX-10.2 - PLACEMENT AGENCY AGREEMENT, BETWEEN THE COMPANY AND RODMAN & RENSHAW, LLC, DATED FEBRUARY 8, 2010 - Erin Energy Corp.pfab_ex102.htm


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:
 
¨
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))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 



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
 
Description
     
4.1
 
Form of Series A Warrant
     
4.2
 
Form of Series B Warrant
     
5.1
 
Opinion of Pillsbury Winthrop Shaw Pittman LLP
     
10.1
 
Form of Securities Purchase Agreement
     
10.2
 
Placement Agency Agreement, between the Company and Rodman & Renshaw, LLC, dated February 8, 2010
     
23.1
 
Consent of Pillsbury Winthrop Shaw Pittman to the filing of Exhibit 5.1 (included in its opinion filed as Exhibit 5.1)
     
99.1
 
Press Release, dated February 10, 2010
 

 
 
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.
 
       
Dated:  February 10, 2010
By:
/s/ Frank C. Ingriselli  
   
Frank C. Ingriselli
 
   
Chief Executive Officer
 
       
 

 
Index to Exhibit

Exhibit
 
Description
     
4.1
 
Form of Series A Warrant
     
4.2
 
Form of Series B Warrant
     
5.1
 
Opinion of Pillsbury Winthrop Shaw Pittman LLP
     
10.1
 
Form of Securities Purchase Agreement
     
10.2
 
Placement Agency Agreement, between the Company and Rodman & Renshaw, LLC, dated February 8, 2010
     
23.1
 
Consent of Pillsbury Winthrop Shaw Pittman to the filing of Exhibit 5.1 (included in its opinion filed as Exhibit 5.1)
     
99.1
 
Press Release, dated February 10, 2010