-----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, HNbr7q7SfspjsbtYcBk+l1diwKUcE//G2Dw9xy97/gqVFp1LO+4i3TBbK9vL7cbv DSehrNfeHVetioA3dhsNyA== 0000950129-96-001235.txt : 19960618 0000950129-96-001235.hdr.sgml : 19960618 ACCESSION NUMBER: 0000950129-96-001235 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960531 ITEM INFORMATION: Acquisition or disposition of assets FILED AS OF DATE: 19960617 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: EXPLORATION CO CENTRAL INDEX KEY: 0000313395 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 840793089 STATE OF INCORPORATION: CO FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-09120 FILM NUMBER: 96581718 BUSINESS ADDRESS: STREET 1: 500 N LOOP 1604 E STE 250 CITY: SAN ANTONIO STATE: TX ZIP: 78232 BUSINESS PHONE: 2104965300 MAIL ADDRESS: STREET 1: 500 N LOOP 1604 E STREET 2: SUITE 250 CITY: SAN ANTONIO STATE: TX ZIP: 78232 8-K 1 THE EXPLORATION COMPANY - DATED 05/31/96 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 THE EXPLORATION COMPANY (Exact name of registrant as specified in its charter) 500 NORTH LOOP 1604 EAST, SUITE 250, SAN ANTONIO, TEXAS 78232 (Address of principal executive offices) (210) 496-5300 (Registrant's telephone number, including area code) COLORADO 0-9120 84-0793089 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) Date of Report (Date of Earliest Event Reported): MAY 31, 1996 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS Effective May 31, 1996, the Company entered into agreements with several foreign investors involving the exchange of 3,498,485 shares of its common stock for a twenty-five percent (25%) interest in 129,551.12 acres of oil and gas leases and $1,750,000 cash. Under terms of the agreements, each of the parties listed below (the "Purchasers") exchanged its individually owned five percent (5%) undivided leasehold working interest (total 25% working interest) in certain Oil and Gas Leases in the Williston Basin covering a total of 129,551.12 net acres, more or less, in the counties of Stark, Hettinger, Slope, Billings, Golden Valley and Bowman Counties of North Dakota and in Fallon, Richland and Wibaux Counties of Montana for 2,498,485 shares of the Company's common stock under Regulation S as promulgated under the Securities Act of 1933, as amended ("the Act"). None of the purchasers are US persons under the meaning of Rule 902 promulgated under the Act. Of the total acres, 59,654.54 acres has been paid in full by the Purchasers and assigned to the Company while the remaining 69,896.58 acres, more or less, are under contract to the Purchasers and are to be purchased and assigned to the Company over the next ninety days. The price of the leases was placed at $135.00 per acre which is the cash price paid by the Purchasers plus $10.00 per acre. Lease Transaction Concluded as of May 31, 1996:
Non-US Person Interest Acres Basis Shares Issued ------------- -------- ----- ----- ------------- Comstar BioCapital, Inc. 5% 59,654.54 $420,668.15 230,096 TransEuro Capital, Inc. 5% 59,654.54 $420,668.15 230,096 Pan Pacific Investments, Inc. 5% 59,654.54 $420,668.15 230,096 Sorbus Investments, Inc. 5% 59,654.54 $420,668.15 230,096 John L. Hales, Individually 5% 59,654.54 $420,668.15 230,096 -- --------- ----------- ------- Totals 25% 59,654.54 $2,103,340.75 1,150,480
Lease Transaction To Be Concluded within 90 days:
Shares Non-US Person Interest Acres Basis To Be Issued ------------- -------- ----- ----- ------------ Comstar BioCapital, Inc. 5% 69,896.58 $471,801.92 269,601 TransEuro Capital, Inc. 5% 69,896.58 $471,801.92 269,601 Pan Pacific Investments, Inc. 5% 69,896.58 $471,801.92 269,601 Sorbus Investments, Inc. 5% 69,896.58 $471,801.92 269,601 John L. Hales, Individually 5% 69,896.58 $471,801.92 269,601 -- --------- ----------- ------- Totals 25% 69,896.58 $2,359,009.60 1,348,005
3 Concurrently, Comstar BioCapital, Inc., for itself and its clients, agreed to purchase 600,000 shares of the Company's common stock at $1.75 per share for a total consideration of $1,050,000 cash. Additionally, Comstar BioCapital, Inc., for itself and its clients, granted the Company a put option that will require Comstar to purchase, if the Company so desires, an additional 400,000 shares of its common stock for $700,000 cash at any time up to and including October 1, 1996 provided the Company has acquired a twenty-five percent (25%) interest in not less than 100,000 net acres of the 129,551.12 net acres that the Company is acquiring for common stock. As of May 31, 1996, the Company has acquired leases valued at $2,103,340 and anticipates receiving by June 21, 1996, $1,050,000 cash in exchange for 1,750,480 shares of its common stock thereby increasing its issued and outstanding shares total to 7,484,115 shares. Should the remaining transactions close as contemplated, the Company will acquire additional leases valued at $2,359,010 and an additional $700,000 cash in exchange for issuing a total of 1,748,005 additional shares which would increase the issued and outstanding shares total of the Company to 9,232,120 shares. 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 thereunto duly authorized. THE EXPLORATION COMPANY (Registrant) /s/ James E. Sigmon --------------------- James E. Sigmon President Date: June 14, 1996 -----END PRIVACY-ENHANCED MESSAGE-----