SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): March 20, 2003
HARKEN ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-10262 13-2841597
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
580 WestLake Park Boulevard, Suite 600
Houston, Texas 77079
(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code: (281) 504-4000
Former Name or Former Address, if Changed Since Last Report: Not applicable
Item 1. Changes in Control of the Company
On September 6, 2002, Harken Energy Corporation (the "Company") entered
into a Standby Purchase Agreement (the "Standby Purchase Agreement") with Lyford
Investments Enterprises Ltd. ("Lyford") that defined the parties' respective
rights and obligations with respect to Lyford's participation in Harken's recent
rights offering. The Standby Purchase Agreement obligated Lyford to subscribe
for and purchase from Harken a number of shares of common stock equal to the
Shortfall divided by the subscription price per share. The "Shortfall" is the
amount by which $10,000,000 exceeds the aggregate subscription price to be paid
by stockholders of Harken who subscribed for and purchased shares in the rights
offering. The subscription price was $0.311 per right (or $0.1372 per share). As
compensation to Lyford for its standby commitment, the Company paid Lyford a
standby commitment fee of $600,000 by issuing 1,714,286 shares of common stock
to Lyford, with each such share being attributed a value of $0.35. The Company
also paid Lyford $50,000 in cash for its legal fees in connection with the
rights offering.
The rights offering expired on March 13, 2003. At the closing of the
Standby Purchase Agreement on March 20, 2003, Lyford purchased 59,716,227 shares
of common stock from the Company for an aggregate purchase price of
approximately $8,193,000. Lyford paid $3,184,942.71 in cash to the Company from
its available working capital at the closing of the Standby Purchase Agreement.
The remainder of the purchase price was offset against two promissory notes
issued by the Company in favor of Lyford on July 15, 2002 and August 29, 2002.
As a result, upon the closing of the Standby Purchase Agreement, the Company's
indebtedness to Lyford under those notes, totaling $5,000,000 in principal
amount plus accrued interest, was cancelled.
This transaction resulted in Lyford becoming a holder of approximately 62%
of the Company's outstanding common stock.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
Exhibit
Number Description
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10.1 -- Standby Purchase Agreement between Harken Energy Corporation
and Lyford Investments Enterprises Ltd. dated September 6,
2002 (filed as Exhibit 99.9 to Harken's Registration
Statement on Form S-3, filed with the SEC on September 13,
2002, File No. 333-99579, and incorporated by reference
herein).
10.2 -- Amendment No. 1 to Standby Purchase Agreement of
September 6, 2002 between Harken Energy Corporation and
Lyford Investments Enterprises Ltd., dated November 22, 2002
(filed as Exhibit 99.10 to Harken's Amendment No. 1 to
Registration Statement on Form S-3, filed with the SEC on
December 24, 2002 , File No. 333-99579, and incorporated by
reference herein).
99.1 -- Press Release, dated March 20, 2003, issued by Harken Energy
Corporation.
SIGNATURES
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, thereunto duly authorized.
Harken Energy Corporation
Date: March 20, 2003 By: /s/ Anna M. Williams
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Anna M. Williams
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
10.1 -- Standby Purchase Agreement between Harken Energy Corporation
and Lyford Investments Enterprises Ltd. dated
September 6, 2002 (filed as Exhibit 99.9 to Harken's
Registration Statement on Form S-3, filed with the SEC on
September 13, 2002, File No. 333-99579, and incorporated by
reference herein).
10.2 -- Amendment No. 1 to Standby Purchase Agreement of
September 6, 2002 between Harken Energy Corporation and
Lyford Investments Enterprises Ltd., dated November 22, 2002
(filed as Exhibit 99.10 to Harken's Amendment No. 1 to
Registration Statement on Form S-3, filed with the SEC on
December 24, 2002 , File No. 333-99579, and incorporated by
reference herein).
99.1 -- Press Release, dated March 20, 2003, issued by Harken Energy
Corporation.