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): December 10, 2002
HARKEN ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-10262 95-2841597
(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
Item 5. Other Events
Harken Energy Corporation ("Harken") intends to exchange 2,000,000 ordinary
shares of its Global Energy Development PLC subsidiary ("Global") for 1,232,742
(approximately 5.24%) of the redeemable ordinary shares of New Opportunities
Investment Trust PLC ("NOIT"), an investment trust organized under the laws of
the United Kingdom. The exchange will reduce Harken's ownership of Global's
ordinary shares to approximately 85.62% and will result in NOIT owning
approximately 7% of Global. The transaction, and the potential future sales of
NOIT shares, is conditioned on the admission of the shares to be acquired by
Harken on the Official List of the London Stock Exchange. The transaction is
expected to be completed by year-end. In conjunction therewith, a press release
containing additional information was issued on December 20, 2002, and is
attached hereto as Exhibit 99.1.
Black Point Limited ("BP") filed a lawsuit on December 10, 2002 in the
United District Court for the Northern District of Illinois, alleging that
Global, aided and abetted by officers of Harken, fraudulently induced BP to
spend time and money locating prospective business partners for Global in the
People's Republic of China. BP contends that it located willing and suitable
partners only to have them unreasonably rejected by Global. BP seeks breach of
contract damages of $1.5 million from Global, that amount being BP's projected
success fee on an unconsummated $20 million investment by a Chinese partner.
Alternatively, BP seeks damages of $289,914.59 (retainer fees foregone by BP as
well as out-of-pocket expenses) from Global under theories of fraudulent
inducement, quantum meruit, and detrimental reliance. BP also seeks $289,914.59
in damages from Harken, alleging that Harken aided and abetted Global's
fraudulent inducement. Harken does not believe BP's allegations have merit since
Global fully complied with the terms of the agreement in good faith. As a
result, Harken believes that the ultimate outcome of this litigation will not
have a material adverse effect on Harken's financial condition.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
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Exhibit
Number Description
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10.1 -- Waiver of Change in Control Payment, dated December 10, 2002, by
and between Mikel D. Faulkner and Harken Energy Corporation.
99.1 -- Press Release, dated December 20, 2002, 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: December 20, 2002 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 -- Waiver of Change in Control Payment, dated December 10, 2002, by
and between Mikel D. Faulkner and Harken Energy Corporation.
99.1 -- Press Release, dated December 20, 2002, issued by Harken Energy
Corporation.