-----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, Tf8iD3voRMfm4MbS0OTvGnDNj1XmCi+E21G0QMdGFXKRWx2XZzqSmWgjdO5k+oUe pA5j/yuDwOWEytqK5Xm7vg== 0001144204-08-049259.txt : 20080822 0001144204-08-049259.hdr.sgml : 20080822 20080821191719 ACCESSION NUMBER: 0001144204-08-049259 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080814 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080822 DATE AS OF CHANGE: 20080821 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DEEP WELL OIL & GAS INC CENTRAL INDEX KEY: 0000869495 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 133087510 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-24012 FILM NUMBER: 081033114 BUSINESS ADDRESS: STREET 1: 10117 JASPER AVENUE STREET 2: SUITE 510 CITY: EDMONTON STATE: A0 ZIP: T5J 1W8 BUSINESS PHONE: (780) 409-8144 MAIL ADDRESS: STREET 1: 10117 JASPER AVENUE STREET 2: SUITE 510 CITY: EDMONTON STATE: A0 ZIP: T5J 1W8 FORMER COMPANY: FORMER CONFORMED NAME: ALLIED DEVICES CORP DATE OF NAME CHANGE: 19930328 FORMER COMPANY: FORMER CONFORMED NAME: ILLUSTRIOUS MERGERS INC DATE OF NAME CHANGE: 19600201 8-K/A 1 v124624_8ka.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event report): August 14, 2008 

DEEP WELL OIL & GAS, INC.
(Exact name of registrant as specified in its charter)

NEVADA
  
0-24012
  
13-3087510
(State or other jurisdiction of
  
(Commission File Number)
  
(IRS Employer
incorporation)
      
Identification No.)

10117 Jasper Avenue, Suite 510, Edmonton, Alberta, Canada
  
T5J 1W8
(Address of principal executive offices)
  
(Zip Code)

Registrant’s telephone number, including area code: (780) 409-8144
 
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:
 
o
  
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))
 
 

 
 
 

ITEM 1.01 Entry into a Material Definitive Agreement.

This Amendment is filed to correct an error in the Current Report on Form 8-K, filed with the Commission on August 15, 2008. The expiry date of the warrants and additional fractional warrants is corrected and restated in its entirety below.

Pursuant to a subscription agreement dated August 14, 2008, we closed a private placement (the “First Tranche”) to one investor (the “Subscriber”) of an aggregate of 10,638,297 units (“Units”) at a price of US$0.47 per Unit, for total gross proceeds of US$5,000,000. Each Unit is comprised of one (1) common share (“Common Share”), one (1) Common Share purchase warrant (“Whole Warrant”) and 0.188000015 of one Common Share purchase warrant (“Additional Fractional Warrant”). Each Whole Warrant entitles the holder to purchase one (1) Common Share at a price of US$0.71 per Common Share for a period of three years from the date of closing. Each Additional Fractional Warrant entitles the holder to purchase 0.188000015 of one Common Share at a price of US$0.95 for a period of three years from the date of closing. The Whole Warrants and the Additional Fractional Warrants expire on August 14, 2011. The units were issued pursuant to Regulation S under the Securities Act of 1933, as amended.

In connection with the First Tranche, the Subscriber has agreed to purchase additional securities of the Company (the “Second Tranche”) for gross proceeds of another US$5,000,000. Such securities are expected to consist of units that will be substantially similar to the Units above, except that the purchase price of the securities to be issued in the Second Tranche is expected to be the lesser of (i) US$0.75 per unit and (ii) the 30-day volume weighted average closing trading price of Deep Well’s Common Shares, measured as of the close of trading on October 30, 2008, less a 10% discount; provided that the purchase price for such securities shall not be less than US$0.40 per unit. Each full warrant issued as part of the Second Tranche is expected to be exercisable at a price that is 1.5 times the price at which the units will be issued in the Second Tranche, and each additional fractional warrant is expected to be exercisable at a price per whole Common Share that is 2 times the price at which the units will be issued in the Second Tranche.

The foregoing summary is qualified in its entirety by the terms of the Subscription Agreements, Whole Warrants and Additional Fractional Warrants, which are incorporated herein by reference as Exhibits 4.1, 4.2, 4.3 and 4.4.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under “Item 1.01 Entry into a Material Definitive Agreement” of this report is incorporated by reference into this Item 3.02.

Item 9.01 Financial Statements and Exhibits.

The Company issued a press release on August 15, 2008 announcing this private placement, which is incorporated herein by reference as Exhibit 99.1.

(a) Financial Statements

Not Applicable.

(d) Exhibits to subject matter reported on this Form 8-K

Exhibit No.
  
Description
4.1
  
Form of Subscription Agreement for private placement of units dated August 14, 2008, filed with Form 8-K on August 15, 2008 and incorporated herein by reference.
4.2
  
Form of Warrant dated August 14, 2008, filed with Form 8-K on August 15, 2008 and incorporated herein by reference.
4.3
  
Form of Additional Fractional Warrant dated August 14, 2008, filed with Form 8-K on August 15, 2008 and incorporated herein by reference.
4.4
  
Form of Subscription Agreement for private placement of units, closing on October 31, 2008, filed with Form 8-K on August 15, 2008 and incorporated herein by reference.
99.1
  
Press Release dated August 15, 2008, filed with Form 8-K on August 15, 2008 and incorporated herein by reference.
 
 
 
 
 
SIGNATURE

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 hereto duly authorized.

         
 
DEEP WELL OIL & GAS, INC.
  
       
       
Date: August 21, 2008
By:
/s/ Horst A. Schmid
  
   
Dr. Horst A. Schmid
  
   
President and CEO
  
 

 
 
 
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