UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 12, 2006 (April 12, 2006)
Magellan Petroleum Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| |
|
|
| 1-5507
|
|
06-0842255 |
| |
| (Commission File Number)
|
|
(IRS Employer Identification No.) |
| |
|
|
| 10 Columbus Boulevard, Hartford, CT
|
|
06106 |
| |
| (Address of Principal Executive Offices)
|
|
(Zip Code) |
860-293-2006
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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):
þ 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))
TABLE OF CONTENTS
Item 8.01 Other Events
On April 12, 2006, Magellan Petroleum Corporation (the “Company”) issued a letter to
shareholders of Magellan Petroleum Australia Limited (“MPAL”) declaring that (1) the Company’s
outstanding exchange offer to acquire all of the MPAL ordinary shares that it does not currently
own has been declared unconditional and (2) that the Company has now reached a 78.6% relevant
interest in MPAL’s shares.
A copy of the Company’s letter dated April 12, 2006 is filed herewith as Exhibit 99.1
and is hereby incorporated by reference.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
| |
99.1 |
|
Letter of Walter McCann, Chairman of the Board of the Company, to MPAL
Shareholders, dated April 12, 2006. |
-2-
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, hereunto duly
authorized.
| |
|
|
|
|
| |
MAGELLAN PETROLEUM CORPORATION
|
|
| |
By: |
/s/ Daniel J. Samela
|
|
| |
|
Name: |
Daniel J. Samela |
|
| |
|
Title: |
President, Chief Executive Officer
and
Chief Financial Officer |
|
| |
Dated: April 12, 2006
-3-