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): April 14, 2005
TETON
PETROLEUM COMPANY
(Exact
name of registrant as specified in its charter)
|
Delaware |
001-31679 |
84-1482290 |
|
(State
of incorporation) |
(Commission
File No.) |
(IRS
Employer
Identification
No.) |
1600
Broadway, Suite 2400
Denver,
CO 80202-4921
(Address
of principal executive offices, including zip code)
(303)
542-1878
(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 (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 (17CFR
240.14d-2(b))
|_| Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 2.01 Completion
of an Acquisition or Disposition of Assets.
On April
14, 2005, Teton Petroleum Company (“we” or the “company”), pursuant to a
purchase and sale agreement previously executed with [*] (“[*]”),
purchased leasehold interests (together with the oil and gas wells and wellbores
located on the properties) covering 123,034.6598 acres in the Eastern Denver
Julesburg Basin. The properties purchased by us in this transaction carry a net
revenue interest of approximately 82.3%. We expect to
purchase approximately 57,000 additional acres in two separate tranches by
the end of May and June 2005, respectively.
The
Agreement also establishes an Area of Mutual Interest (“AMI”) for certain
properties surrounding the acquired properties. If additional leases are
acquired in the AMI [*] will be
permitted to reserve or will be granted a certain overriding royalty interest in
such additional leases.
The
purchase price for the acreage was $[*] in cash,
the issuance of 281,223 unregistered shares of our common stock, and the
issuance of warrants to purchase 140,611 shares of our common stock, exercisable
for a period of three years at an exercise price of $1.75 per share. The cash
paid for the initial acreage tranche was $[*], which
amount is net of the previously paid earnest money of $322,354 and the $25,000,
which was paid in respect of the initial option. The definitive purchase and
sale agreement executed on January 10, 2005, also provided that in the event
that the total acres with acceptable title and environmental conditions is less
than 138,063 acres, we had the right to terminate the agreement. We elected to
waive this right as we believe, among other things, that we will eventually
purchase in excess of this minimum acreage once routine title curative work is
completed.
We also
entered into a registration rights agreement with [*] whereby we granted
[*]
certain
registration rights in connection with the shares of our common stock and shares
underlying the warrants issued as part of the purchase price.
Item
3.02 Unregistered
Sales of Equity Securities.
As part
of the consideration for the purchase of 123,034.6598 acres, on April 14, 2005,
we issued to [*]
281,223
unregistered shares of our common stock and warrants to purchase an additional
140,611 shares of common stock at an exercise price of $1.75 per share,
exercisable for a period of three years. This transaction was not registered
under the Securities Act of 1933, as amended (the “Act”) in reliance on an
exemption from registration under Section 4(2) of the Act based on the limited
number of purchasers, their sophistication in financial matters, and their
access to information concerning the company.
Item
9.01 Financial
Statements and Exhibits.
(c)
Exhibits.
|
Exhibit
No. |
Description |
| |
|
|
99.1 |
Press
Release dated April 14, 2005. |
[*]
Confidential Information has been omitted
pursuant to a request for confidential treatment
and filed separately with the Commission.
SIGNATURE
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.
| |
|
|
| |
TETON PETROLEUM
COMPANY |
|
|
|
| Date: April 19, 2005 |
By: |
/s/ Karl F.
Arleth |
| |
Karl
F. Arleth, Chief Executive Officer and
President |
| |
|
INDEX
TO EXHIBITS
|
Exhibit
No. |
Exhibit |
| |
|
|
99.1 |
Press
Release of Teton Petroleum Company dated April 14,
2005. |