10-K/A 1 v355384_10ka.htm 10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

Amendment No. 1

 

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the annual period ended December 31, 2012

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number: 001-33578

 

Samson Oil & Gas Limited

(Exact Name of Registrant as Specified in its Charter)

 

Australia N/A
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)

 

Level 16, AMP Building,

140 St Georges Terrace

Perth, Western Australia 6000

 
(Address Of Principal Executive Offices) (Zip Code)
   

Level 36, Exchange Plaza,

2 The Esplanade

Perth, Western Australia 6000

 
(Former address, if changed since last report)  

  

+61 8 9220 9830

(Registrant’s Telephone Number, Including Area Code)

 

Securities Registered Pursuant to Section 12(b) of the Act:

 

American Depositary Shares*  
Ordinary Shares** NYSE MKT
Title of Each Class Name of Exchange on Which Registered

 

* American Depositary Shares evidenced by American Depository Receipts. Each American Depositary Share represents 20 Ordinary Shares.
** No par value. Not for trading, but only in connection with the listing of American Depositary Shares.

 

Securities Registered Pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ¨ No x

 

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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

 

 

 
 

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

 

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 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. x

 

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

 

Large accelerated filer ¨ Accelerated filer x

Non-accelerated filer ¨

(Do not check if a smaller reporting company)

Smaller reporting company ¨

 

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

 

The aggregate market value of the registrant's ordinary shares held by non-affiliates of the registrant on December 31, 2011 was $168.7 million, based on the closing price as reported on the NYSE MKT (treating, for this purpose, all executive officers and directors of the registrant, as affiliates).

 

There were 2,547,617,329 ordinary shares outstanding as of September 9, 2013.

 

 

 
 

 

PURPOSE OF AMENDMENT

 

Samson is filing this Amendment No. 1 (the “Form 10-K/A”) to our Annual Report on Form 10-K for the fiscal year ended June 30, 2013 that we filed with the Securities and Exchange Commission (“SEC”) on September 16, 2013 (the “Form 10-K”), for the sole purpose of filing the Interactive Data File as Exhibit 101. The attached Exhibit 101 was not filed due to unanticipated technical difficulties.

 

This Form 10-K/A continues to speak as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update any related disclosures made in the Form 10-K.

 

 

 
 

 

 

Exhibit No.   Title of Exhibit
     
3**   Constitution of Samson Oil & Gas Limited (incorporated by reference to Exhibit 1 to the Registration Statement on Form
    20-F filed on July 6, 2007, as amended by Form 20-F/A).
     
4**   Form of Deposit Agreement between Samson Oil & Gas Limited and The Bank of New York (incorporated by reference
    to Exhibit 1 to the Registration Statement on Form F-6EF filed on April 29, 2010).
     
10.4**   Employment Agreement between Samson Oil and Gas USA, Inc. and Terence Barr, dated as of January 1, 2011
    (incorporated by reference to Exhibit 10.4 to the Annual Report on Form 10-K filed on September 13, 2012).
     
10.5**   Amendment to Employment Agreement between Samson Oil and Gas USA, Inc. and Terence Barr, dated as of December
    20, 2011 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 27, 2011).
     
10.6**   Employment Agreement between Samson Oil and Gas USA, Inc. and Robyn Lamont, dated as of January 1, 2011
    (incorporated by reference to Exhibit 10.5 to the Annual Report on Form 10-K filed on September 13, 2012).
     
10.7**   Employment Agreement between Samson Oil and Gas USA, Inc. and David Ninke, dated as of January 1, 2011
    (incorporated by reference to Exhibit 10.6 to the Annual Report on Form 10-K filed on September 13, 2012).
     
10.8**   Employment Agreement between Samson Oil and Gas USA, Inc. and Daniel Gralla, dated as of January 1, 2011
    (incorporated by reference to Exhibit 10.7 to the Annual Report on Form 10-K filed on September 13, 2012).
     
10.9**   Samson Oil & Gas Limited Stock Option Plan (incorporated by reference to Exhibit 4.1 to the Registration Statement on
    Form S-8 of Samson Oil & Gas Limited filed on April 21, 2011) (incorporated by reference to Exhibit 10.7 to the Annual
    Report on Form 10-K filed on September 13, 2012).
     
10.10**   2013 Bonus Plan (incorporated by reference to the Current Report on Form 8-K filed on August 16, 2013).
     
10.11**   Purchase and Sale Agreement with Slawson Exploration Company, Inc. dated August 15, 2013 (incorporated by reference
    to Exhibit 10.1 to the Current Report on Form 8-K filed on March 20, 2013).
     
10.12**   Form of Subscription Agreement dated March 20, 2013 (incorporated by reference to Exhibit 10.1 to the Current Report
    on Form 8-K filed on March 22, 2013).
     
10.13**   Form of Subscription Agreement dated August 19, 2013 (incorporated by reference to Exhibit 10.1 to the Current Report
    on Form 8-K filed on August 22, 2013).
     
21**   List of Subsidiaries (incorporated by reference to Exhibit 21 to the Annual Report on Form 10-K filed on September 13,
    2012).
     
23.1**   Consent of PricewaterhouseCoopers LLP.
     
23.2**   Consent of Ryder Scott Company, L.P.
     
31.1*   Certification of the Principal Executive Officer pursuant to Rule 13a–14(a) and Rule 15d–14(a) of the Securities Exchange
    Act of 1934, as amended.
     
31.2*   Certification of the Principal Financial Officer pursuant to Rule 13a–14(a) and Rule 15d–14(a) of the Securities Exchange
    Act of 1934, as amended.
     
32**   Certifications of the Principal Executive Officer and Principal Financial Officer pursuant to 18 USC 1350, as adopted,
    pursuant to Section 906 of the Sarbanes–Oxley Act of 2002.
     
99**   Report of Ryder Scott Company, L.P. Regarding the Registrant’s Reserves as of June 30, 2013.
     
101.INS*   XBRL Instance Document.
     
101.SCH*   XBRL Taxonomy Extension Schema Document.
     
101.CAL*   XBRL Taxonomy Extension Calculation Linkbase Document.
     

101.DEF*

 

XBRL Taxonomy Extension Definition Linkbase Document.

     

101.LAB*

 

XBRL Taxonomy Extension Label Linkbase Document.

     

101.PRE*

 

XBRL Taxonomy Extension Presentation Linkbase Document.

     

*

 

Filed herewith.

     

**

 

Previously filed as exhibit to Annual Report on Form 10-K for the fiscal year ended June 30, 2013.

 

 

 
 

 

 

SIGNATURES

 

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

 

 

SAMSON OIL & GAS LIMITED

 

 

     
  By: /s/Terence Barr
  Name: Terence Barr
  Title: Managing Director, President and Chief Executive Officer
  Date:

September 17, 2013

 

 

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.

 

Signature   Title Date
       
/s/Terence Barr   Managing Director, President and Chief
Executive Officer (Principal Executive Officer)
September 17, 2013
Terence Barr      
       
       
/s/Robyn Lamont   Chief Financial Officer (Principal Financial and Accounting Officer) September 17, 2013

Robyn Lamont

 

     
       
/s/Victor Rudenno   Director September 17, 2013

Victor Rudenno

 

     
       
/s/Keith Skipper   Director September 17, 2013

Keith Skipper

 

     
       
/s/DeAnn Craig   Director September 17, 2013
DeAnnCraig