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| MPET > SEC Filings for MPET > Form 8-K on 8-Apr-2009 | All Recent SEC Filings |
8-Apr-2009
Entry into a Material Definitive Agreement
dissolution, liquidation, reorganization, recapitalization, dividend, share
repurchase or similar transaction involving the Company, its subsidiaries or its
business, whether or not any such transaction involves a change of control of
the Company; or (5) take any action, alone or in concert with any other person,
advise, finance, assist or participate in or encourage any person to take any
action which is prohibited to be taken by the ANS Parties pursuant to the
Settlement Agreement. Notwithstanding the terms of the standstill provision, the
Company has agreed that the ANS Parties and YEP, and with other third parties
approved in advance by the Company, as to the business, affairs and well being
of the Company, provided however that (i) any material confidential or
proprietary information of the Company which may be disclosed to the ANS Parties
by YEP shall be preceded by the ANS Parties' execution of a non-disclosure and
standstill agreement in a form approved by the Company, and (ii) the ANS Parties
and YEP shall each retain responsibility for their own compliance with all
applicable securities laws and regulations.
A copy of the Settlement Agreement dated April 3, 2009 is attached as
Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
On April 6, 2009, the Company and the ANS Parties issued a joint press
release announcing the signing of the Settlement Agreement. A copy of the joint
press release, dated April 6, 2009, is filed herewith as Exhibit 99.1 and is
hereby incorporated by reference.
Important Information about the Annual Meeting
Magellan filed a preliminary proxy statement with the SEC on February 11,
2009, in connection with the election of one director and other actions to be
taken at the Annual Meeting. Magellan will soon be filing a revised preliminary
proxy statement for the Annual Meeting. Thereafter, Magellan will announce the
date and location of the Annual Meeting and mail to its shareholders a
definitive proxy statement and proxy card in connection with the Annual Meeting.
Shareholders are urged to read the Company's definitive proxy statement (as
well as any amendments or supplements thereto) relating to the Annual Meeting
when it becomes available because it will contain important information. After
being filed with the SEC, shareholders will be able to obtain the definitive
proxy statement (as well as any amendments or supplements thereto) and other
relevant documents free of charge at the SEC's website, www.sec.gov. In
addition, copies of the definitive proxy statement and other relevant documents
will be made available for free to any Magellan shareholder who makes a request
to the attention of the Company's Secretary at: 10 Columbus Boulevard, Hartford,
CT 06106.
Magellan and its directors, executive officers and other employees may be
deemed to be participants in the solicitation of proxies in connection with the
Annual Meeting. Information regarding the names and interests of these persons
in connection with the Annual Meeting was included in the Company's preliminary
proxy statement, filed with the SEC on February 11, 2009, as such information
may be supplemented or amended by the definitive proxy statement.
First Amendment to Purchase Agreement for Strategic Investment
As previously disclosed on February 10, 2009, on February 9, 2009, the
Company entered into a Securities Purchase Agreement (the "Purchase Agreement")
with Young Energy Prize S.A., a Luxembourg corporation ("YEP"), under which the
Company has agreed to sell, and YEP has agreed to purchase, 8,695,652 shares
(the "Shares") of the Company's common stock, par value $0.01 per share (the
"Common Stock") at a purchase price of $1.15 per share, or an aggregate of
$10 million. The closing of the investment transaction (the "Investment
Transaction") under the Purchase Agreement (the "Closing") is subject to receipt
of shareholder
approval of the Investment Transaction and an amendment to the Company's
restated certificate of incorporation, as well as other customary closing
conditions.
In addition, the Company agreed at Closing to enter into a warrant agreement
(the "Warrant Agreement") pursuant to which the Company will issue a five-year
warrant (the "Warrant") to YEP entitling YEP to purchase an additional 4,347,826
shares of the Company's Common Stock through warrant exercise (the "Warrant
Shares"). The Warrant will have a term of five years and an original exercise
price of $1.20 per Warrant Share, subject to certain adjustments. Effective on
the Closing, the Company will enter into a Registration Rights Agreement (the
"Registration Rights Agreement") with YEP pursuant to which the Company will
grant to YEP certain registration rights with respect to the Shares and the
Warrant Shares after the Closing.
On April 3, 2009, the Company and YEP agreed to amend their securities
purchase agreement (the "First Amendment") to extend the outside termination
date for the closing of YEP's equity investment from April 30, 2009 to June 30,
2009, in order to provide sufficient time to conduct the 2008 Annual Meeting and
complete the YEP equity investment transaction. The First Amendment provides
that, if YEP completes the purchase of the ANS Shares from the ANS Parties
described below in Item 8.01, then the exercise price payable by YEP for the
Warrant Shares shall be reduced from $1.20 to $1.15 per share. The amendment
also provides that, following the closing of the YEP equity financing
transaction, for so long as Nikolay V. Bogachev and J. Thomas Wilson are serving
on the Company's Board of Directors as designees of YEP, (a) Mr. Bogachev may
elect to be designated as a member of the Board's Audit Committee, provided that
he meets the established requirements for members of such Committee and
(b) Mr. Wilson may elect to be designated as a member of the Board's
Compensation Committee, provided that he meets the established requirements for
members of such Committee.
As amended, the Purchase Agreement may be terminated at any time prior to the
Closing by YEP or by the Company, if the Closing has not occurred by June 30,
2009, provided that the right to terminate shall not be available to either
party whose failure to perform its obligations under the Purchase Agreement is
the primary cause of the failure of the Closing to have occurred by such date.
Other termination provisions of the Purchase Agreement were described in the
Company's current report filed with the SEC on February 10, 2009.
Except as otherwise amended by the First Amendment, the terms and conditions
of the Purchase Agreement remain in full force and effect. A copy of the First
Amendment dated April 3, 2009 to the Purchase Agreement is attached as
Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item 3.02 Unregistered Sales of Equity Securities
The disclosure required by Item 3.02 in connection with the Warrant Agreement
and the Registration Rights Agreement was included in Item 3.02 of the Company's
current report on Form 8-K filed on February 10, 2009 and is hereby incorporated
herein by reference.
This current report on Form 8-K shall not constitute an offer to sell or a
solicitation of an
offer to buy any securities of Magellan. The Shares, the Warrant and the Warrant
Shares have not been, and will not be, registered under the Securities Act of
1933, as amended (the "Securities Act"), and may not be offered or sold in the
United States without being registered with the SEC or through an applicable
exemption from SEC registration requirements. The Shares and Warrant Shares are
being offered and sold only to YEP. As noted above, Magellan has agreed to file
a registration statement with the SEC covering the resale by YEP of the Shares
issued to YEP in the Investment Transaction and the Warrant Shares issuable to
YEP upon the exercise of the Warrants.
Item 8.01 Other Events
YEP has advised the Company that YEP and the ANS Parties have entered into a
securities purchase agreement dated April 3, 2009 (the "ANS-YEP Purchase
Agreement") by which YEP will, upon completion of YEP's Investment Transaction
with the Company, purchase 568,985 shares of the Company's Common Stock
currently owned by the ANS Parties (the "ANS Shares") at a price of $1.15 per
share. The obligation of the ANS Parties to complete the sale transaction is
subject to two closing conditions: (1) YEP must have completed its purchase of
shares from the Company in the Investment Transaction, and (2) the Settlement
Agreement between the Company and the ANS Parties must be in full force and
effect. The ANS Parties have also agreed with YEP that, for a period of six
(6) months from the closing date under the ANS-YEP Purchase Agreement, they will
not acquire, directly or indirectly, by purchase or otherwise, beneficial
ownership of any additional securities of the Company or direct or indirect
rights or options to acquire any securities of the Company.
The ANS-YEP Purchase Agreement may be terminated by YEP or the ANS Parties,
upon written notice to the other, if the closing thereof shall not have taken
place on or before June 30, 2009. In addition, the ANS Parties may terminate the
ANS-YEP Purchase Agreement and the sale of all (but not less than all) of the
ANS Shares to YEP on or before the elapse of ten (10) business days after YEP
has furnished to the ANS Parties a copy of the Company's Form 10-Q for the
fiscal quarter ended March 31, 2009 as filed with the SEC and a supplemental
memorandum of YEP providing certain information with respect to the Company to
the ANS Parties.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
10.1 Settlement Agreement, dated April 3, 2009, among the Company, ANS
Investments LLC and Jonah M. Meer.
10.2 First Amendment, dated April 3, 2009, to Securities Purchase Agreement between the Company and Young Energy Prize S.A., dated February 9, 2009.
99.1 Company press release dated April 6, 2009 regarding the Settlement Agreement.
99.2 Company press release dated April 7, 2009 regarding the First Amendment.
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