form10ka.htm

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
þ
Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year Ended December 31, 2008
   
¨
Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ___________ to ___________

Commission file number 000-6814


 
U.S. ENERGY CORP.
(Exact Name of Company as Specified in its Charter)

Wyoming
 
83-0205516
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
     
877 North 8th West, Riverton, WY
 
82501
(Address of principal executive offices)
 
(Zip Code)
     
Registrant's telephone number, including area code:
 
(307) 856-9271

Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     YES ¨   NO þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.     YES ¨   NO þ

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     YES þ   NO ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ¨       Accelerated filer  þ       Non-accelerated filer  ¨
 
 
 
 

 
 

 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YES ¨   NO þ

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and ask price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter (June 30, 2008)  $69,971,930.

Class
 
Outstanding at March 9, 2009
Common stock, $.01 par value
 
21,521,329

Documents incorporated by reference:   None.

Indicate by check mark if disclosure of delinquent filers, pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K ¨.
 
 
 
 

 
 

 
U.S. Energy Corp. files this amended report to replace the improper certifications inadvertently filed with the original report, with the proper certifications required by Rule 13a-14(a).  The proper certifications are filed herewith as Exhibits 31.1 and 31.2.
 
PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, REPORTS AND FORMS 8-K
   
 
 
     
Exhibit No.
Title of Exhibit
 
     
     
31.1
Certification under Rule 13a-14(a) Keith G. Larsen
*
     
31.2
Certification under Rule 13a-14(a) Robert Scott Lorimer
*
     
     
* Filed herewith
 

 
 
 
 

 
 
 
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized.


   
U.S. ENERGY CORP. (Registrant)
         
         
         
Date: April 2, 2009
 
By:
/s/ Keith G. Larsen
 
     
KEITH G. LARSEN, Chief Executive Officer
 
         
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
         
         
Date: April 2, 2009
 
By:
/s/ Keith G. Larsen
 
     
KEITH G. LARSEN, Director, Chairman and CEO
 
         
         
Date: April 2, 2009
 
By:
/s/ Robert Scott Lorimer
 
     
ROBERT SCOTT LORIMER
 
     
Principal Financial Officer/
 
     
Chief Accounting Officer, and Director
 
         
         
Date: April 2, 2009
 
By:
/s/ Mark J. Larsen
 
     
MARK J. LARSEN, President and Director
 
         
         
Date: April 2, 2009
 
By:
/s/ Allen S. Winters
 
     
ALLEN S. WINTERS, Director
 
         
         
Date: April 2, 2009
 
By:
/s/ H. Russell Fraser
 
     
H. RUSSELL FRASER, Director
 
         
         
Date: April 2, 2009
 
By:
/s/ Michael T. Anderson
 
     
MICHAEL T. ANDERSON, Director
 
         
         
Date: April 2, 2009
 
By:
/s/ Michael H. Feinstein
 
     
MICHAEL H. FEINSTEIN, Director