SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): January 18, 2000
KESTREL ENERGY, INC.
(Exact Name of Registrant as Specified in its Charter)
COLORADO 0-9261 84-0772451
(State of Incorporation) (Commission File (IRS Employer ID
Number) Number)
999 18th Street, Suite 2490
Denver, Colorado 80202
(Address of Principal Executive Offices)
(303) 295-0344
(Registrant's Telephone Number,
including Area Code)
ITEM 5. OTHER EVENTS
On January 18, 2000, the Board of Directors of Kestrel Energy, Inc.
(the "Company") declared a dividend distribution of 10 Warrants for every
100 shares of outstanding common stock, no par value per share (the
"Common Stock"), of the Company held of record by the shareholders at the
close of business on February 4, 2000 (the "Record Date"). Except as set
forth below, each Warrant, when exercisable, entitles the registered
holder to purchase from the Company one share of Common Stock at a price
of $3.125 per share (the "Exercise Price"), subject to adjustment.
As soon as practicable after the Record Date, separate certificates
evidencing the Warrants (the "Warrants Certificates") will be mailed to
holders of record of the Common Stock. Each shareholder will receive 10
Warrant Certificates for every 100 shares of Common Stock held on the
Record Date. The Warrant Certificates will only be issued in increments
of 10 Warrants based upon a rounding of individual shareholders' record
holdings. No Warrants will be issued to shareholders holding less than
100 shares as of the Record Date.
The Warrants are not exercisable until the Company has filed a
registration statement on Form S-3 which has been declared effective by
the Securities and Exchange Commission. The Form S-3 will register the
subsequent resale of the Warrants and the sale of the shares of Common
Stock underlying the Warrants. The Warrants will expire on February 4,
2001, unless earlier redeemed by the Company as described below.
The Exercise Price payable, and the number of shares of Common Stock
issuable, upon exercise of the Warrants are subject to adjustment from
time to time to prevent dilution (i) in the event of a stock dividend on,
or a subdivision, combination or reclassification of, the Common Stock,
(ii) upon the grant to holders of the Common Stock of certain Warrants,
options or warrants to subscribe for Common Stock at less than the current
market price of the Common Stock, or (iii) upon the distribution to
holders of the Common Stock of evidences of indebtedness or assets
(excluding regular quarterly cash dividends and dividends payable in
Common Stock) or of subscription rights or warrants (other than those
referred to above).
With certain exceptions, no adjustments in the Exercise Price will be
required until cumulative adjustments require an adjustment of at least 1%
in such Exercise Price. The Company is not required to issue fractional
shares but may elect to pay cash in lieu of the same based on the market
price of the Common Stock on the last trading date prior to the date of
exercise.
At any time prior to the expiration of the Warrants and after the
effectiveness of the Company's registration statement registering the
Warrants and the Warrant Shares, the Company may redeem the Warrants in
whole, but not in part, at a price of $0.01 per Warrant (the "Redemption
Price") after giving thirty (30) days prior written notice of the
Company's intent to effect such redemption, provided that the closing bid
price per share of the Company's Common Stock has been in excess of $3.75
(subject to adjustment), for the period of at least five consecutive
trading days ending on the trading day prior to the date upon which the
notice of redemption is given. During the 30 day period immediately
following the giving of such notice, the holders of the Warrants shall
have the right to exercise the Warrants so held by them. On the date the
redemption of the Warrants is effective as provided in the notice, the
right to exercise the Warrants will terminate and the only right of the
holders of Warrants will be to receive the Redemption Price.
Until a Warrant is exercised, the holder thereof, as such, will have
no rights as a shareholder of the Company, including, without limitation,
the right to vote or to receive dividends. While the distribution of the
Warrants is not expected by the Company to be taxable to shareholders or
the Company, shareholders may, depending upon the circumstances, recognize
taxable income in the event that the Warrants become exercisable for
Common Stock (or other consideration) of the Company or in the event of
the redemption of the Warrants as set forth above.
Any of the provisions of the Warrant Agreement may be amended by the
Board of Directors of the Company in order to cure any ambiguity, to make
changes which do not adversely affect the interests of holders of
Warrants, or to shorten or lengthen the time period under the Warrant
Agreement.
On January 18, 2000, the Company announced the Warrant Dividend in a
press release, a copy of which is attached hereto as Attachment A.
Date: January 21, 2000 KESTREL ENERGY, INC.
By:/s/Timothy L. Hoops
Timothy L. Hoops, President
ATTACHMENT A
KESTREL
ENERGY
999 18TH STREET, SUITE 2490 DENVER, COLORADO 80202 T 303-295-0344
F 303-295-1862 WWW.KESTRELENERGY.COM
FOR IMMEDIATE RELEASE: NEWS
- ---------------------
JANUARY 18, 2000 NASDAQ SMALLCAP - KEST
KESTREL ENERGY TO ISSUE WARRANT DIVIDEND
DENVER, Colorado - Kestrel Energy, Inc. (Nasdaq SmallCap-KEST), an oil and
gas exploration and production company, today announced its Board of
Directors has approved the declaration of a warrant dividend, which will
be issued to holders of the Company's common stock on the record date of
February 4, 2000. Kestrel shareholders will be issued 10 warrants for
every 100 shares of Kestrel common stock owned.
Each warrant will entitle the holder to purchase one share of Kestrel
common stock at an exercise price of $3.125. The warrants may not be
exercised by the holder unless the Company has filed a registration
statement that has been declared effective by the Securities and Exchange
Commission, which registers the common stock issuable upon exercise of the
warrants, and continues to be effective at the date of exercise. The
warrants expire on February 4, 2001.
Under certain circumstances, the Company may redeem the warrants for $0.01
at any time prior to the expiration date, provided that a registration
statement covering the warrant shares is in effect. The warrant
distribution is not taxable to shareholders. As soon as practicable after
the record date, a warrant certificate will be mailed to each shareholder
of record who owns 100 or more shares of the Company's common stock on the
record date. Warrant certificates will only be issued in increments of 10
warrants based upon a rounding of individual shareholders' record
holdings. No warrants will be issued to shareholders holding less than
100 shares as of the record date.
"This warrant dividend will give our shareholders the opportunity to
increase their ownership participation in the Company as we continue to
pursue our promising gas project in Wyoming's Green River Basin," said
Timothy L. Hoops, president. "During the past few months, we have drilled
two successful test wells that had excellent pay development and gas
shows. Both wells are awaiting production testing subject to permitting
and installation of a flowline."
Headuartered in Denver, Kestrel has producing properties in California,
Louisiana, New Mexico, Oklahoma, Texas and Wyoming. In recent press
releases, the Company has announced encouraging results from wells in
Wyoming.
Statements made in this news release that are not historical facts may be
forward-looking statements. Actual results may differ materially from
those projected in any forward-looking statements. There are a number of
important factors that could cause actual results to differ materially
from those anticipated or estimated by any forward-looking information. A
description of the risks and uncertainties which are generally attendant
to Kestrel Energy and its industry and other factors which could affect
the company's financial results are included in the company's report to
the Securities and Exchange Commission on Form 10-K.
###
CONTACTS:
--------
Kestrel Energy, Inc., Tim Hoops, President, (303) 295-0344,
http://www.kestrelenergy.com
Pfeiffer Public Relations, Inc., Geoff High, (303) 393-7044, E-mail:
[email protected]
