Attached files

file filename
EX-4.1 - EXHIBIT 4.1 - ERHC Energy Incex4_1.htm
EX-5.1 - EXHIBIT 5.1 - ERHC Energy Incex5_1.htm
EX-99.5 - EXHIBIT 99.5 - ERHC Energy Incex99_5.htm
EX-99.4 - EXHIBIT 99.4 - ERHC Energy Incex99_4.htm
EX-99.1 - EXHIBIT 99.1 - ERHC Energy Incex99_1.htm
EX-23.1 - EXHIBIT 23.1 - ERHC Energy Incex23_1.htm
EX-99.3 - EXHIBIT 99.3 - ERHC Energy Incex99_3.htm
EX-99.2 - EXHIBIT 99.2 - ERHC Energy Incex99_2.htm
EX-99.6 - EXHIBIT 99.6 - ERHC Energy Incex99_6.htm
EX-99.7 - EXHIBIT 99.7 - ERHC Energy Incex99_7.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 Exchange Act of 1934
 
Date of Report (date of earliest event reported): December 27, 2012

ERHC ENERGY INC.
 
(Exact Name of Registrant as Specified in its Charter)
 
Colorado
 
000-17325
 
88-0218499
State of Incorporation
 
Commission File Number
 
IRS Employer I.D. Number

5444 Westheimer Road, Suite 1440, Houston, Texas 77056
Address of principal executive offices
 
Registrant’s telephone number:  (713) 626-4700
 

(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):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


 
 

 
 
Item 8.01
Other Events.

In connection with the previously announced rights offering of the Company of non-transferable subscription rights to holders of record to purchase up to 246,486,285 shares of the Company’s common stock, the Company is filing items included as exhibits to this Current Report on Form 8-K for the purpose of incorporating such items as exhibits in the Company’s Registration Statement on Form S-3 (Registration No. 333-168012), to which the prospectus supplement dated December 27, 2012, relating to the rights offering, is a part.

Item 9.01.
Financial Statements and Exhibits.
 
 
(d) 
Exhibits.
 
Exhibit
 
Name of Document
     
Exhibit 4.1
 
Form of ERHC Energy Inc. Shareholder Subscription Rights Agreement
     
Exhibit 5.1
 
Opinion of Warner & Associates, PLLC, regarding the validity of the common stock being offered and sold to holders of subscription rights
     
Exhibit 23.1
 
Consent of Malone Bailey, LLP, Independent Registered Public Accounting Firm
     
Exhibit 23.2
 
Consent of Warner & Associates, PLLC (included as part of Exhibit 5.1)
     
Exhibit 99.1
 
Instructions as to Use of ERHC Energy Inc. Shareholder Subscription Rights Agreement
     
Exhibit 99.2
 
Form of Notice of Guaranteed Delivery for ERHC Energy Inc. Shareholder Subscription Rights Agreement
     
Exhibit 99.3
 
Form of Letter to Shareholders who are Record Holders
     
Exhibit 99.4
 
Form of Letter to Nominee Holders whose Clients are Beneficial Holders
     
Exhibit 99.5
 
Form of Letter to Clients of Nominee Holders
     
Exhibit 99.6
 
Form of Nominee Holder Certification
     
Exhibit 99.7
 
Form of Beneficial Owner Election Form

 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated:  December 27, 2012
ERHC ENERGY INC.
       
 
By:
/s/ Peter C. Ntephe
 
   
Name:  Peter C. Ntephe
 
   
Title:    Chief Executive Officer
 

 
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Exhibit Index

Exhibit
 
Name of Document
     
 
Form of ERHC Energy Inc. Shareholder Subscription Rights Agreement
     
 
Opinion of Warner & Associates, PLLC, regarding the validity of the common stock being offered and sold to holders of subscription rights
     
 
Consent of Malone Bailey, LLP, Independent Registered Public Accounting Firm
     
Exhibit 23.2
 
Consent of Warner & Associates, PLLC (included as part of Exhibit 5.1)
     
 
Instructions as to Use of ERHC Energy Inc. Shareholder Subscription Rights Agreement
     
 
Form of Notice of Guaranteed Delivery for ERHC Energy Inc. Shareholder Subscription Rights Agreement
     
 
Form of Letter to Shareholders who are Record Holders
     
 
Form of Letter to Nominee Holders whose Clients are Beneficial Holders
     
 
Form of Letter to Clients of Nominee Holders
     
 
Form of Nominee Holder Certification
     
 
Form of Beneficial Owner Election Form
 
 
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