UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
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): September 2, 2003
Magellan Petroleum Corporation
------------------------------------------------------
(Exact Name of registrant as specified in its charter)
Delaware 1-5507 06-0842255
---------------------------- ------------ -------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
P.O. Box 1146, Madison, CT 06443-1146
-----------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 245-7664
--------------
Not Applicable
--------------------------------------------------------------
(Former name or former address, if changed since last report.)
FORM 8-K
MAGELLAN PETROLEUM CORPORATION
Item 5. Other Events and Regulation FD Disclosure
-----------------------------------------
Magellan Petroleum Corporation, a Delaware corporation (NASDAQ: MPET) (the
"Company") is filing this current report on Form 8-K in order to report the
following event involving the Company.
Acquisition of Shares of Magellan Petroleum Australia Limited
-------------------------------------------------------------
On September 2, 2003, the Company completed its previously announced
acquisition of 1,200,000 shares of its majority-owned subsidiary, Magellan
Petroleum Australia Limited ("MPAL") from Sagasco Amadeus Pty Limited
("Sagasco"), a subsidiary of Origin Energy Limited, a diversified energy company
based in Sydney, Australia. The acquisition of MPAL shares by the Company was
made pursuant to a share sale agreement entered into by the Company and Sagasco,
dated as of July 10, 2003 (the "Share Sale Agreement"). The MPAL share
acquisition followed the receipt of governmental approval in Australia and has
increased the Company's holdings in MPAL from 52.4% to approximately 55%.
In consideration for its receipt of the MPAL shares, the Company issued to
Sagasco 1,300,000 shares of its common stock, par value $.01 per share (the
"common stock") in a private placement transaction conducted outside the United
States pursuant to the exemption from registration provided by Regulation S
under the Securities Act of 1933, as amended (the "Securities Act"). The
1,300,000 shares of common stock have not been registered under the Securities
Act and may not be offered or sold in the United States absent registration or
an applicable exemption from the registration requirements of the Securities
Act.
At the closing, the Company also entered into a registration rights
agreement with Sagasco, dated as of September 2, 2003 (the "Registration Rights
Agreement"), pursuant to which the Company has agreed to register, upon receipt
of a written demand by Sagasco, the 1,300,000 shares of common stock for public
resale by Sagasco under the Securities Act. Sagasco has notified the Company of
the exercise of its rights under the Registration Rights Agreement to cause the
Company to prepare and file a registration statement under the Securities Act
covering the public resale by Sagasco of the 1,300,000 shares. The Company
intends to promptly prepare and file a registration statement for this purpose.
The Company intends to file copies of the Share Sale Agreement and the
Registration Rights Agreement as exhibits to its annual report on Form 10-K to
be filed with the Securities and Exchange Commission on or before September 28,
2003.
-2-
Forward-Looking Statements
--------------------------
Statements in this report that are not historical in nature are intended to
be - and are hereby identified as "forward-looking statements" for purposes of
the "Safe Harbor Statement" under the Private Securities Litigation Reform Act
of 1995. The Company cautions readers that forward looking statements are
subject to certain risks and uncertainties that could cause actual results to
differ materially from those indicated in the forward looking statements. Among
these risks and uncertainties are uncertainties as to the cost, length and
outcome of the Kotaneelee litigation, and any settlements related thereto,
pricing and production levels from the properties in which the Company has
interests, and the extent of the recoverable reserves at those properties. The
Company undertakes no obligation to update or revise forward-looking statements,
whether as a result of new information, future events, or otherwise.
-3-
FORM 8-K
MAGELLAN PETROLEUM CORPORATION
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.
MAGELLAN PETROLEUM CORPORATION
(Registrant)
By /s/ James R. Joyce
--------------------------
Name: James R. Joyce
Title: President
Date: September 3, 2003
- 4 -