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Schedule 13E-4
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Issuer Tender Offer Statement
Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934
(Amendment No. )
TELLURIAN, INC.
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(Name of Issuer)
TELLURIAN, INC.
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(Named of Person(s) Filing Statement)
Redeemable Common Stock Purchase Warrants
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(Title of Class of Securities)
879674117
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(CUSIP Number of Class of Securities)
Lester Morse P.C., 111 Great Neck Road, Great Neck, NY 11021 (516) 487-1446
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
Presently Unknown
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(Date Tender Offer First Published, Sent or Given to Security Holders)
Calculation of Filing Fee
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Transaction Amount of Filing Fee Before Credit*=$390.00
Valuation* =$1,950,000 Amount of Filing Fee After Credit*=$ -0-
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* Set forth in Annex 1 is how the Company determined the transaction valuation
and the amount of the filing fee.
/X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: -0- (See Annex 1 for calculation)
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Form or Registration No.: 333-36871
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Filing Party: Tellurian, Inc.
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Date Filed: October 1, 1997
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Annex 1
Calculation of transaction valuation:
1,300,000 Redeemable Common Stock Purchase Warrants x $1.50 = $1,950,000
Note: $1.50 represents no less than the average bid and asked priced of the
Company's Warrants within five days of filing.
Calculation of filing fee:
$1,950,000 x 1/50 x .01 = $390.00
Calculation of credit to filing fee and amount enclosed herewith:
1,300,000 Units, each Unit consisting of one share of Common Stock and one
Redeemable Common Stock Purchase Warrant x $5.00 = $6,500,000 $6,500,000 x
1/33 x .01 = $1,969.70 (represents the amount of the credit to filing fee paid
in connection with the filing of the Form SB-2, File No. 333-36871) $390.00 -
$1,969.70 = $-0- (amount enclosed with the filing of schedule 13E-4)
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Item 1. Security and Issuer.
(a) Tellurian, Inc. (the "Company" or "Tellurian") has its principal
executive offices at 300K Route 17 South, Mahwah, NJ 07430.
(b) The Company is seeking an exchange offer for 1,300,000 of its
issued and outstanding 5,127,500 Redeemable Common Stock Purchase
Warrants (the "Warrants"). Such 5,127,500 Warrants represent all
of the issued and outstanding securities of such class of
securities as of the date of execution of this Form 13E-4. The
consideration to be offered is described on the front cover pages
of the Company's Prospectus which is part of the Company's
Registration Statement on Form SB-2, as amended (file no.
333-36871) (the "Registration Statement") and is incorporated by
reference, including any amendments thereto. No securities are
being purchased from officers or directors of the Company. As
disclosed under "Warrant Holders" on pages 68-69 of the Prospectus
included in Amendment No. 1 to the Registration Statement, there
are two Warrant Holders (namely, Jericho Limited and Imafina S.A.)
that own an aggregate of 3,000,000 Warrants (2,200,000 and
800,000, respectively). The exchange offer is open to all Warrant
Holders, including those named under "Warrant Holders." Due to the
large number of Warrants owned by such companies in relation to
the current 3,025,000 shares of Tellurian Common Stock issued and
outstanding, such Warrant Holders may be deemed to be affiliates
of Tellurian.
(c) The Company's Common Stock and Common Stock Purchase Warrants are
each quoted as a Small Cap issue on the National Association of
Securities Dealers' Automated Quotation System ("NASDAQ") under
the symbols "TLRN" and "TLRNW ", respectively.
The following table reflects the high and low sales prices for the
Company's Common Stock and Warrants for the periods indicated as
reported by the National Association of Securities Dealers, Inc.
("NASD") from its NASDAQ system:
Common Stock
Common Stock Purchase Warrants
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High Low High Low
---- --- ---- ---
1997
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First Quarter 6.875 4.750 3.750 1.375
Second Quarter 6.375 3.500 1.875 .750
Third Quarter 5.250 2.750 1.250 .4375
1996
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November 5
(first day of trading)
through
December 31, 1996 7.500 5.750 4.250 2.500
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The over-the-counter market quotations reported above reflects inter-dealer
prices, without retail markup, markdown or commission.
(d) This Schedule 13E-4 is being filed by the Issuer.
Item 2. Source and Amount of Funds or Other Consideration.
(a) The Company will issue its Units as consideration for the exchange
of Warrants (and cash). Each Unit will consist of one share of
Common Stock and one Redeemable Common Stock Purchase Warrant
identical to the Warrants being exchanged. The Units are not
detachable for a period of six months after the expiration date of
the tender offer unless consented to by the Company. For a more
complete description for the terms of the Units reference is made
to "Description of Securities" contained in Amendment No. 1 to the
Registration Statement which is incorporated by reference herein.
(b) Not applicable.
Item 3. Purpose of the Tender Offer and or Proposals of the Issuer or
Affiliate.
The purpose of the tender offer by the Company is to raise additional
financing for general operating expenses, payment of current
liabilities and notes payable, production and marketing and general
working capital. If all 1,300,000 Warrants which are being sought are
tendered at the maximum anticipated price of $5.00 per tendered
Warrant, then the Company would obtain $6,500,000 in gross proceeds.
While any Warrants that are received pursuant to the exchange offer
will be canceled on the books and records of Continental Stock
Transfer & Trust Co., the Company's transfer agent, warrant agent and
exchange agent, the Company will contemporaneously issue Unit
certificates that represent shares of Common Stock and Warrants
identical to those being tendered. The terms of the exchange offer are
set forth in the Prospectus included in the Registration Statement
under the heading "The Offer by the Company" and such terms are
incorporated by reference herein.
The Company has no plans or proposals that relate to or would result
in the matters referred to in paragraphs (a) - (j) of this Item 3,
except that (i) as part of the Company's business plan, it is
contemplating selling up to a majority interest in its "Cyberport
facility" as more fully described in the Registration Statement under
the headings "Management's Discussion and Analysis of Financial
Condition and Results of Operations," "Risk Factors," and "Business"
and (ii) the Company has recently approved an amendment to the
Company's Certificate of Incorporation to increase the authorized
number of shares of Common Stock from 10,000,000 to 25,000,000, $.01
par value.
Item 4. Interest in Securities of the Issuer.
None.
Item 5. Contracts, Arrangements, Understandings or Relationships with Respect to
the Issuer's Securities.
None.
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Item 6. Persons Retained, Employed or to be Compensated.
None.
Item 7. Financial Information.
Except for the ratio of earnings to fixed charges which is not
material to the Company's tender offer, the matters referred to in (a) and (b)
can be found in the Company's financial statements, Summary of Financial
Information and Selected Financial Data contained in the Company's Prospectus
included in the Registration Statement and any amendments thereto.
Item 8. Additional Information.
None.
Item 9. Material to be Filed as Exhibits.
(a) Stockholders will also receive a letter of transmittal, a copy of
which is filed as exhibit 99 to Amendment No. 1 to the Registration Statement
and is incorporated herein by reference.
(b) None.
(c) None.
(d) None.
(e) Stockholders will receive a definitive Prospectus included in the
Registration Statement as soon after the Registration Statement is declared
effective by the Securities and Exchange Commission. The Registration
Statement is incorporated by reference herein, including any amendments
thereto.
(f) None.
SIGNATURE
After the inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DATED: November 21, 1997 TELLURIAN, INC.
By: /s/ STUART FRENCH
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Stuart French, President
