axas8kreg.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
October
6, 2008
Date of
Report (Date of earliest event reported)
ABRAXAS
PETROLEUM CORPORATION
(Exact
name of registrant as specified in its charter)
|
Nevada
|
1-16071
|
74-2584033
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification Number)
|
18803 Meisner
Drive
San Antonio,
Texas 78258
(210)
490-4788
(Address
of principal executive offices and 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 (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
Amendment
No. 2 to Registration Rights Agreement
On
October 6, 2008, Abraxas Energy Partners, L.P., an indirect subsidiary of
Abraxas Petroleum Corporation, which we refer to as the Partnership, and a group
of institutional investors listed on the signature pages thereto, whom we refer
to as the Purchasers, entered into Amendment No. 2 to Registration Rights
Agreement (the “RRA Amendment”). The RRA Amendment amends the
Registration Rights Agreement dated May 25, 2007 among the Partnership and the
Purchasers, pursuant to which the Partnership agreed, among other things, to
provide certain registration and other rights to the Purchasers. The RRA
Amendment modifies the date on or before which the Partnership is required to
cause registration statements with respect to the Partnership’s initial public
offering, or IPO, and with respect to the public resale of Partnership units by
the Purchasers, to become effective under the Securities Act of 1933, as
amended, from September 30, 2008 to January 31, 2009; provided, however, that if
the Partnership’s subordinated credit agreement is terminated on or prior to
January 31, 2009 or if the maturity date is amended to a date later than June
30, 2009, then the required date for the registration statements’ being declared
effective would be April 30, 2009.
Amendment
No. 1 to Exchange and Registration Rights Agreement
On
October 6, 2008, Abraxas Petroleum, the Partnership and the Purchasers entered
into Amendment No.1 to Exchange and Registration Rights Agreement (the “Exchange
Amendment”). The Exchange Amendment amends the Exchange and Registration Rights
Agreement dated May 25, 2007 (the “Original Agreement”) among Abraxas Petroleum,
the Partnership and the Purchasers pursuant to which, among other things,
Abraxas Petroleum and the Partnership agreed to allow the Purchasers to exchange
their limited partner units in the Partnership for shares of Abraxas Petroleum
common stock. The Exchange Amendment modifies the date on which the Purchasers,
if the Partnership’s IPO has not been consummated prior to that date, may first
exchange their Partnership units for Abraxas Petroleum common stock, which we
refer to as the Trigger Date, from November 15, 2008 to January 31,
2009; provided, however, that if the Partnership’s subordinated
credit agreement is terminated on or prior to January 31, 2009 or if the
maturity date is amended to a date later than June 30, 2009, then the Trigger
Date would be April 30, 2009. As consideration for entering into the Exchange
Amendment and the RRA Amendment, the Partnership agreed to pay each of the
Purchasers an amount equal to $0.0625 per unit per quarter beginning the quarter
ending December 31, 2008 and ending on the earlier to occur of (i)
the consummation of the IPO, (ii) the date the Partnership is first obligated to
pay liquidated damages under the Registration Rights Agreement, (iii) April 30,
2009, (iv) the dissolution and liquidation of the Partnership and (v) the date
that Abraxas Petroleum receives stockholder approval for issuing the shares of
common stock issuable upon the exchange of units of the Partnership for Abraxas
Petroleum common stock under the rules of the NASDAQ Stock Market.
Purchasers
owning approximately 99.3% of the units who were parties to the Original
Agreement entered into the Exchange Amendment. The terms of the Original
Agreement require that any amendment which would adversely affect the rights of
a Purchaser requires the approval of such Purchaser. As a result, the Exchange
Amendment is not binding upon the holders of 42,000 units.
The
summaries of the RRA Amendment and the Exchange Amendment described under this
Item 1.01 are qualified in their entirety by the copies of the RRA
Amendment and Exchange Amendment filed as Exhibits 10.1 and 10.2,
respectively, to this Form 8-K, which are incorporated in this Item
1.01 by reference.
Item
9.01 Financial Statements and
Exhibits.
|
Exhibit
10.1
|
Amendment
No. 2 to Registration Rights Agreement dated October 6, 2008, by and among
Abraxas Energy Partners, L.P. and the
Purchasers.
|
|
Exhibit
10.2
|
Amendment
No. 1 to Exchange and Registration Rights Agreement dated October 6, 2008
by and among Abraxas Petroleum Corporation, Abraxas Energy Partners, L.P.
and the Purchasers.
|
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 hereunto
duly authorized.
ABRAXAS
PETROLEUM CORPORATION
By: /s/
Chris E.
Williford
Chris E.
Williford
Executive
Vice President, Chief Financial
Officer
and Treasurer
Dated: October
6, 2008