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Form
8-K for
MAGELLAN PETROLEUM CORP /DE/
17-Jan-2013
Entry into a Material Definitive Agreement, Change in Directors or P
Item 1.01 Entry into a Material Definitive Agreement.
On January 14, 2013, Magellan Petroleum Corporation (the "Company") entered into
a Collateral Purchase Agreement (the "Agreement") with Sopak AG, a Swiss
corporation ("Sopak"), pursuant to which the Company agreed to purchase, for a
purchase price of ten million United States dollars ($10,000,000), certain
collateral (the "Collateral") from Sopak, including: (i) 9,264,637 shares of the
Company's common stock, par value $0.01 per share (the "Common Stock"), (ii) a
warrant granting Sopak the right to purchase from the Company an additional
4,347,826 shares of Common Stock, and (iii) a Registration Rights Agreement,
dated as of June 29, 2009 and amended as of October 14, 2009 and June 23, 2010,
between the Company, Young Energy Prize S.A., a Luxembourg corporation ("YEP"),
and ECP Fund, SICAV-FIS, a Luxembourg corporation ("ECP"), which is a subsidiary
of Yamalco Investments Limited, a Cyprus company ("Yamalco"). YEP, ECP, and
Yamalco are entities affiliated with Nikolay V. Bogachev, who served as a
director of the Company until his resignation effective January 16, 2013 as
discussed under Item 5.02 below. The Collateral was obtained by Sopak pursuant
to the exercise of its rights under a Pledge and Security Agreement between
Sopak and YEP, as disclosed in a Schedule 13D filed by Sopak with the U.S.
Securities and Exchange Commission (the "SEC") on September 28, 2012 in
connection with Sopak's acquisition of beneficial ownership of more than 5% of
the Company's Common Stock. The Agreement was completed and the Collateral was
purchased by the Company on January 16, 2013.
The Agreement contains customary representations and warranties and
indemnification provisions. A copy of the Agreement is filed as Exhibit 10.1 to
this report and is incorporated herein by reference. The description of the
Agreement in this report is a summary and is qualified in its entirety by the
complete text of the Agreement.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of January 16, 2013, Nikolay V. Bogachev resigned as a director of
the Company. As disclosed in the Company's definitive proxy statement (the
"Proxy Statement") filed with the SEC on December 7, 2012 for the Company's 2012
annual meeting of shareholders to be held on January 16, 2013 (the "Annual
Meeting"), there was a proposal to remove Mr. Bogachev as a director for cause
(which proposal was not brought before the Annual Meeting on January 16, 2013
due to Mr. Bogachev's resignation as a director prior thereto), and a statement
by Mr. Bogachev in connection therewith was included in the Proxy Statement in
which Mr. Bogachev expressed disagreement with the Company on certain matters
relating to the Company's operations, policies, and practices. A copy of that
proposal and the statement by Mr. Bogachev as set forth in the Proxy Statement
is filed with this report as Exhibit 17.1 and is incorporated herein by
reference. The Company does not, by providing such statement by Mr. Bogachev
with this report, endorse or otherwise agree with the contents thereof.
Effective January 16, 2013, the Company and Mr. Bogachev entered into a release
agreement.
Based on the preliminary voting results at the Annual Meeting held on
January 16, 2013 as discussed under Item 5.07 below, the Company's shareholders
have approved the Magellan Petroleum Corporation 2012 Omnibus Incentive
Compensation Plan (the "Plan"). In summary, the Plan provides for the granting
of stock options, stock appreciation rights, restricted stock and/or restricted
stock units, performance shares and/or performance units, incentive awards, cash
awards, and other stock-based awards to employees (including officers),
directors, and consultants of the Company (or subsidiaries of the Company) who
are selected by the Compensation, Nominating and Governance Committee of the
Board of Directors of the Company to receive incentive compensation awards under
the Plan. The stated maximum number of shares of the Company's Common Stock
authorized for awards under the Plan is 5,000,000 shares, and the maximum term
of the Plan is ten years. The foregoing summary description of
certain terms of the Plan is subject to, and qualified in its entirety by, the
complete text of the Plan, which is filed as Exhibit 10.2 to this report and is
incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On January 16, 2013, the Company held its Annual Meeting in Denver, Colorado. At
the Annual Meeting, the following proposals were submitted to a vote of the
Company's shareholders, and the preliminary voting results are indicated below:
Broker
For Withheld Non-Votes
Election of two directors to each serve a
three-year term expiring at the 2015 Annual
Meeting of Shareholders
Brendan S. MacMillan 27,305,479 1,361,743 19,215,309
Robert J. Mollah 19,747,845 8,919,377 19,215,309
Broker
For Against Abstain Non-Votes
Non-binding advisory resolution to
approve the compensation of the
Company's named executive officers 19,938,765 8,333,991 394,466 19,215,309
Broker
For Against Abstain Non-Votes
Approval of the 2012 Omnibus
Incentive Compensation Plan 19,365,507 8,833,413 468,302 19,215,309
Broker
For Against Abstain Non-Votes
Ratification of the appointment of
Ehrhardt Keefe Steiner & Hottman PC
as the Company's independent
registered public accounting firm
for the fiscal year ending June 30,
2013 46,770,680 726,914 384,937 -
|
.
Item 8.01 Other Events.
On January 16, 2013, the Company issued a press release announcing the
repurchase of 17% of its common stock. A copy of that press release is filed
with this report as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed as part of this report:
Exhibit
No. Description
10.1 Collateral Purchase Agreement dated January 14, 2013 between
Sopak AG and Magellan Petroleum Corporation
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10.2 Magellan Petroleum Corporation 2012 Omnibus Incentive Compensation Plan
17.1 Proxy Statement Proposal and Related Statement by Nikolay V. Bogachev
99.1 Press Release by Magellan Petroleum Corporation dated January 17, 2013
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