-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AG+MJK67zg/EVydNjgx4ozeMy/c67amjQrTYdsl1xSoY0Xir8uBKdD1qFfcpjKm3 YKu/41J0J/ipl9JWsBiZsg== 0001000096-97-000244.txt : 19970430 0001000096-97-000244.hdr.sgml : 19970430 ACCESSION NUMBER: 0001000096-97-000244 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970417 ITEM INFORMATION: Other events FILED AS OF DATE: 19970429 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHAPARRAL RESOURCES INC CENTRAL INDEX KEY: 0000019252 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 840630863 STATE OF INCORPORATION: CO FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-07261 FILM NUMBER: 97590116 BUSINESS ADDRESS: STREET 1: 3400 BISSONNET STREET STREET 2: SUITE 135 CITY: HOUSTON STATE: TX ZIP: 77005 BUSINESS PHONE: 713-669-0932 MAIL ADDRESS: STREET 1: 621 17TH STREET SUITE 1301 CITY: DENVER STATE: CO ZIP: 80293 8-K 1 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 Date of Report (Date of earliest event reported) April 17, 1997 CHAPARRAL RESOURCES, INC. ---------------------------------------------------- (Exact name of registrant as specified in its charter) Colorado 0-7261 84-0630863 ---------------------------- ------------------- ------------------ (State or other (Commission File No.) (I.R.S. Employer jurisdiction of incorporation) Identification No.) 3400 Bissonnet Street, Suite 135, Houston, Texas 77005 ------------------------------------------------ -------- (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code: (713) 669-0932 Item 5. OTHER EVENTS. ------------- On April 17, 1997, Chaparral Resources, Inc. ("Company") entered into a Memorandum of Understanding ("MOU") with MMS Petroleum, PLC ("MMS"), an oil and gas company incorporated under the laws of the Republic of Ireland. Pursuant to the MOU, the Company expressed its intention to assign to MMS a 35% interest in Central Asian Petroleum Guernsey Limited ("CAP-G") which would result in MMS acquiring a 17.5% interest in Karakuduk Munay, Inc. which owns 100% of the right to develop the Karakuduk Oil Field in Kazakstan ("Karakuduk Project"). If the transaction is consummated, MMS would pay the Company cash in an amount equal to 35% of the past costs incurred by the Company in connection with the Karakuduk Project up to and including the date of execution of a definitive agreement relating to the sale. 14% of the costs would be paid upon execution of the purchase agreement, 9% of the costs would be paid on the later of the spud date of the first development well to be drilled under the development plan adopted by CAP-G or September 1, 1997, and 12% of the costs would be paid at such time as the oil production from the Karakuduk Project under a sales agreement averages 3,000 barrels of oil per day for a period of 30 days. In addition, if the purchase agreement is consummated, MMS would issue the Company 2,000,000 shares of MMS' common stock upon execution of the purchase agreement and an additional 500,000 shares at such time as the oil production from the Karakuduk Project under a sales agreement averages 12,500 barrels per day for a period of 30 days. MMS has until June 1, 1997 within which to complete its commercial, legal and technical due diligence of the Karakuduk Project. During such period, MMS has the exclusive right to acquire the interest in CAP-G and, for such exclusive right MMS is required to pay the Company $200,000 by May 1, 1997. The deposit is nonrefundable except under limited circumstances. Consummation of the transaction is subject to the execution and closing of a definitive purchase agreement. On April 22, 1997, the Company sold 3,076,923 shares of the Company's common stock for $0.65 per share for a total of $2,000,000 to a private investor. In connection with the transaction, the Company also issued a warrant to the investor to purchase up to an additional 4,615,385 shares of the Company's common stock for $3,000,000 or $0.65 per share. The warrant expires on December 31, 1997, if not previously exercised. The private investor also converted a $500,000 promissory note (plus $2,000 of accrued interest) that had previously been issued by the Company to it into 772,308 shares of the Company's common stock at a conversion price of $0.65 per share. 2 SIGNATURES 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. Date: April 28, 1997 CHAPARRAL RESOURCES, INC. By: /s/ Howard Karren ----------------------------- Howard Karren, President 3 -----END PRIVACY-ENHANCED MESSAGE-----