10-K/A 1 v183825_10ka.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K/A
Amendment No. 2

x ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2009
or
o TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to ___________

Commission File Number 001-32490

HYPERDYNAMICS CORPORATION
(Exact name of registrant as specified in its charter)

DELAWARE
87-0400335
(State or other jurisdiction
(IRS Employer
of incorporation or organization)
Identification Number)

12012 Wickchester Lane, Suite 475
Houston, Texas 77079
(Address of principal executive offices, including zip code)

(713) 353-9400
(Issuer’s telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act:

 
Title of Each Class
  
Name of Each Exchange on Which Registered
  
 
Common Stock, $0.001 par value
  
NYSE Amex
  

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

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

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 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.
 
xYes
¨  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
¨ 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 the 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. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer  ¨
Accelerated filer  ¨
Non-accelerated filer  ¨
Smaller reporting company x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b-2 of the Exchange Act)
 
¨Yes
x No

As of December 31, 2009, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $68,219,098  based on the closing sale price as reported on the NYSE Amex on December 31, 2009.  We had 104,181,723 shares of common stock outstanding on April 29, 2010.
 

EXPLANATORY NOTE

Hyperdynamics Corporation (the “Company,” “we,” “us” or “our”) is filing this Amendment No. 2 on Form 10-K/A (this “Amendment”) to amend its Annual Report on Form 10-K for the year ended June 30, 2009, filed with the Securities and Exchange Commission (the “SEC”) on September 30, 2009, which was previously amended by Amendment No. 1 on Form 10-K/A, filed with the SEC on October 28, 2009 (the “Original Form 10-K”).

This Amendment is being filed to file a currently dated consent of the Company’s former independent registered public accounting firm due to a typographical error in the date reflected on the consent that was filed with the Original Form 10-K.

The Company is also updating its list of exhibits in Item 15 of this report to include the certifications specified in Rule 13a-14(a) under the Securities Exchange Act of 1934 (the “Exchange Act”) required to be filed with this Amendment.  Except for (i) the filing of the consent of the Company’s former independent registered public accounting firm and (ii) the filing of related certifications, no other changes have been made to the Original Form 10-K.  Except as described above, this Amendment does not reflect events occurring after the filing of the Original Form 10-K or modify or update those disclosures affected by subsequent events.


PART IV
 
Exhibits, Financial Statement Schedules
 
(a)           The following exhibits are filed with this Amendment No. 2 to Form 10-K/A or are incorporated by reference herein:
 
Exhibit
Number
Description
   
3.1.1
Certificate of Incorporation (1)
   
3.1.2
Certificate of Amendment of Certificate of Incorporation, dated January 21, 1997 (1)
   
3.1.3
Certificate of Amendment of Certificate of Incorporation, dated September 20, 1999 (1)
   
3.1.4
Certificate of Amendment of Certificate of Incorporation, dated December 22, 2003 (1)
   
3.2
By-laws (1)
   
3.3
Amendment to Bylaws (2)
   
4.1
Series A Certificate of Designation (6)
   
4.2
Series B Certificate of Designation (7)
   
4.3
Form of Common Stock Certificate (3)
   
4.4
Form of Warrant (4)
   
4.5
Warrant issued to YA Global Investments, L.P. on February 6, 2008 (4)
   
4.6
Form of Common Stock Purchase Warrant (5)
   
4.7
Form of Series A Preferred Stock Certificate (6)
   
4.8
Form of Series B Preferred Stock Certificate (7)
 
 
1
 

4.9
Warrant issued to Trendsetter Investors, LLC on June 12, 2007 (8)
   
4.10
Form of Common Stock Purchase Warrant, dated December 2, 2009 (19)
   
4.11
Form of Common Stock Purchase Warrant, dated April 20, 2009 (20)
   
10.1
Hydrocarbon Production Sharing Contract (PSA) between SCS Corporation and the Republic of Guinea, Dated September 22, 2006 (9)
   
10.2*
Employment Agreement between Hyperdynamics and Jason D. Davis, dated June 17, 2009 (10)
   
10.3*
Employment Agreement between Hyperdynamics and Ray Leonard, dated July 22, 2009 (11)
   
10.4*
Amendment No. 1 to Employment Agreement between Hyperdynamics Corporation and Ray Leonard, dated December 11, 2009 (18)
   
10.5
Memorandum of Understanding between the Government of the Republic of Guinea and SCS Corporation, dated September 11, 2009 (English translation) (12)
   
10.6
Memorandum of Understanding between the Government of the Republic of Guinea and SCS Corporation, dated September 11, 2009 (original French version) (12)
   
10.7
Sale and Purchase Agreement between Hyperdynamics Corporation and Dana Petroleum (E&P) Limited, dated December 4, 2009 (13)
   
10.8
Letter Agreement between Hyperdynamics Corporation and Dana Petroleum (E&P) Limited, dated December 2, 2009 (14)
   
10.9
Lease Agreement between Hyperdynamics Corporation and Parkway Properties LP, dated December 29, 2009 (16)
   
10.10
Operating Agreement between SCS Corporation and Dana Petroleum (E&P) Limited, dated January 28, 2010 (17)
   
10.11
Amendment No. 1 to the Hydrocarbons Production Sharing Contract between SCS Corporation and the Republic of Guinea, dated March 26, 2010 (English translation) (18)
   
10.12
Amendment No. 1 to the Hydrocarbons Production Sharing Contract between SCS Corporation and the Republic of Guinea, dated March 26, 2010 (French translation) (18)
   
14.1
Code of Ethics (1)
   
16.1
Letter from Malone & Bailey, P.C. regarding change in certifying accountant (13)
   
21.1
Subsidiaries (14)
   
23.1**
Consent of Malone & Bailey, P.C.
   
23.2
Consent of GBH CPAs, P.C. (15)
   
31.1**
Certification of Chief Executive Officer of Hyperdynamics Corporation required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
2
 

31.2**
Certification of Chief Financial Officer and Principal Accounting Officer of Hyperdynamics Corporation required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
   
32.1
Certification of Chief Executive Officer of Hyperdynamics Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63 (21)
   
32.2
Certification of Chief Financial Officer and Principal Accounting Officer of Hyperdynamics Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63. (21)

*
Management contracts or compensatory plans or arrangements.
**
Filed herewith.
(1)
Incorporated by reference to our Form 10-KSB/A filed May 16, 2005.
(2)
Incorporated by reference to our Form 8-K filed March 9, 2009.
(3)
Incorporated by reference to our Form S-1 filed January 12, 2006, as amended.
(4)
Incorporated by reference to our Form 8-K filed February 8, 2008.
(5)
Incorporated by reference to our Form 8-K filed May 12, 2008.
(6)
Incorporated by reference to our Form SB-2 filed February 25, 2000.
(7)
Incorporated by reference to our Form 8-K filed June 15, 2001.
(8)
Incorporated by reference to our Form 8-K filed June 18, 2007.
(9)
Incorporated by reference to our Form 8-K filed September 28, 2006.
(10)
Incorporated by reference to Form 8-K filed July 6, 2009.
(11)
Incorporated by reference to Form 8-K filed July 23, 2009.
(12)
Incorporated by reference to Form 8-K filed September 15, 2009.
(13)
Incorporated by reference to Form 8-K/A, filed December 22, 2008.
(14)
Incorporated by reference to Form 8-K/A, filed December 7, 2009
(15)
Incorporated by reference to Form 8-K/A, dated December 11, 2009.
(16)
Incorporated by reference to Form 8-K/A, dated January 6, 2010.
(17)
Incorporated by reference to Form 8-K/A, dated January 29, 2010.
(18)
Incorporated by reference to Form 8-K/A, dated March 31, 2010.
(19)
Incorporated by reference to Form 8-K/A, dated December 3, 2009.
(20)
Incorporated by reference to Form 8-K/A, dated April 20, 2010.
(21)
Incorporated by reference to Form 10-K filed on September 30, 2009.

 
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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.
 
  HYPERDYNAMICS CORPORATION
     
May 6, 2010
 By:
/s/ Ray Leonard
   
Ray Leonard
   
President, CEO and Director
     
 
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Exhibit Index
 
Exhibit
Number
Description
   
3.1.1
Certificate of Incorporation (1)
   
3.1.2
Certificate of Amendment of Certificate of Incorporation, dated January 21, 1997 (1)
   
3.1.3
Certificate of Amendment of Certificate of Incorporation, dated September 20, 1999 (1)
   
3.1.4
Certificate of Amendment of Certificate of Incorporation, dated December 22, 2003 (1)
   
3.2
By-laws (1)
   
3.3
Amendment to Bylaws (2)
   
4.1
Series A Certificate of Designation (6)
   
4.2
Series B Certificate of Designation (7)
   
4.3
Form of Common Stock Certificate (3)
   
4.4
Form of Warrant (4)
   
4.5
Warrant issued to YA Global Investments, L.P. on February 6, 2008 (4)
   
4.6
Form of Common Stock Purchase Warrant (5)
   
4.7
Form of Series A Preferred Stock Certificate (6)
   
4.8
Form of Series B Preferred Stock Certificate (7)
   
4.9
Warrant issued to Trendsetter Investors, LLC on June 12, 2007 (8)
   
4.10
Form of Common Stock Purchase Warrant, dated December 2, 2009 (19)
   
4.11
Form of Common Stock Purchase Warrant, dated April 20, 2009 (20)
   
10.1
Hydrocarbon Production Sharing Contract (PSA) between SCS Corporation and the Republic of Guinea, Dated September 22, 2006 (9)
   
10.2*
Employment Agreement between Hyperdynamics and Jason D. Davis, dated June 17, 2009 (10)
   
10.3*
Employment Agreement between Hyperdynamics and Ray Leonard, dated July 22, 2009 (11)
   
10.4*
Amendment No. 1 to Employment Agreement between Hyperdynamics Corporation and Ray Leonard, dated December 11, 2009 (18)
   
10.5
Memorandum of Understanding between the Government of the Republic of Guinea and SCS Corporation, dated September 11, 2009 (English translation) (12)
   
10.6
Memorandum of Understanding between the Government of the Republic of Guinea and SCS Corporation, dated September 11, 2009 (original French version) (12)
   
10.7
Sale and Purchase Agreement between Hyperdynamics Corporation and Dana Petroleum (E&P) Limited, dated December 4, 2009 (13)
 
 
5
 

10.8
Letter Agreement between Hyperdynamics Corporation and Dana Petroleum (E&P) Limited, dated December 2, 2009 (14)
   
10.9
Lease Agreement between Hyperdynamics Corporation and Parkway Properties LP, dated December 29, 2009 (16)
   
10.10
Operating Agreement between SCS Corporation and Dana Petroleum (E&P) Limited, dated January 28, 2010 (17)
   
10.11
Amendment No. 1 to the Hydrocarbons Production Sharing Contract between SCS Corporation and the Republic of Guinea, dated March 26, 2010 (English translation) (18)
   
10.12
Amendment No. 1 to the Hydrocarbons Production Sharing Contract between SCS Corporation and the Republic of Guinea, dated March 26, 2010 (French translation) (18)
   
14.1
Code of Ethics (1)
   
16.1
Letter from Malone & Bailey, P.C. regarding change in certifying accountant (13)
   
21.1
Subsidiaries (14)
   
23.1**
Consent of Malone & Bailey, P.C.
   
23.2
Consent of GBH CPAs, P.C. (15)
   
31.1**
Certification of Chief Executive Officer of Hyperdynamics Corporation required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
   
31.2**
Certification of Chief Financial Officer and Principal Accounting Officer of Hyperdynamics Corporation required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
   
32.1
Certification of Chief Executive Officer of Hyperdynamics Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63 (21)
   
32.2
Certification of Chief Financial Officer and Principal Accounting Officer of Hyperdynamics Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63. (21)
 
*
Management contracts or compensatory plans or arrangements.
**
Filed herewith.
(1)
Incorporated by reference to our Form 10-KSB/A filed May 16, 2005.
(2)
Incorporated by reference to our Form 8-K filed March 9, 2009.
(3)
Incorporated by reference to our Form S-1 filed January 12, 2006, as amended.
(4)
Incorporated by reference to our Form 8-K filed February 8, 2008.
(5)
Incorporated by reference to our Form 8-K filed May 12, 2008.
(6)
Incorporated by reference to our Form SB-2 filed February 25, 2000.
(7)
Incorporated by reference to our Form 8-K filed June 15, 2001.
(8)
Incorporated by reference to our Form 8-K filed June 18, 2007.
(9)
Incorporated by reference to our Form 8-K filed September 28, 2006.
(10)
Incorporated by reference to Form 8-K filed July 6, 2009.
(11)
Incorporated by reference to Form 8-K filed July 23, 2009.
(12)
Incorporated by reference to Form 8-K filed September 15, 2009.
(13)
Incorporated by reference to Form 8-K/A, filed December 22, 2008.
(14)
Incorporated by reference to Form 8-K/A, filed December 7, 2009
(15)
Incorporated by reference to Form 8-K/A, dated December 11, 2009.
(16)
Incorporated by reference to Form 8-K/A, dated January 6, 2010.
(17)
Incorporated by reference to Form 8-K/A, dated January 29, 2010.
(18)
Incorporated by reference to Form 8-K/A, dated March 31, 2010.
(19)
Incorporated by reference to Form 8-K/A, dated December 3, 2009.
(20)
Incorporated by reference to Form 8-K/A, dated April 20, 2010.
(21)
Incorporated by reference to Form 10-K filed on September 30, 2009.
 
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