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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
July, 24, 1998
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Date of Report
(Date of earliest event reported)
POWER EXPLORATION, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-09419 84-0811647
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(State of Incorporation) Commission File No. (IRS Employer Ident. No.)
Suite 201, 5020 Collinwood Ave.,
Ft. Worth, Texas 76107
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(Address of principal executive offices)
(817) 377-4460
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(Registrant's telephone number)
Titan Energy Corp., Inc.
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER MATERIALLY IMPORTANT EVENTS.
Name Change and Authorization of Preferred Stock
At its Annual Meeting of Shareholders held on July 24, 1998, the
Company's Shareholders voted to amend the corporation's Articles of
Incorporation to change its name from Titan Energy Corporation to Power
Exploration, Inc.
In addition, the Company's Shareholders voted to change the company's
domicile from the state of Colorado to the state of Nevada Shareholders approved
the proposal to amend the Articles of Incorporation and authorized 50 million
shares of common stock at par value of $0.02. The shareholders also approved the
proposal to amend the Articles of Incorporation and approved authorization of 10
million non-voting, 8 percent preferred stock.
Private Placement Memorandum
At an Executive Committee meeting held on January 11, 1999, the Company
authorized the creation of a private placement memorandum for the purpose of
raising additional capital through the issuance of restricted equities. The
number of shares to be authorized for this placement will be two million at a
price of $1.00 per share, less legal and accounting fees.
The entire amount of authorized shares in the private placement
memorandum will not be required to be placed before the issuance of shares
begins nor will it be required for the entire issue to be placed.
ITEM 7. EXHIBITS.
EX-2 SPECIAL ACTION BY THE EXECUTIVE COMMITTEE OF POWER EXPLORATION, INC.
DATED JANUARY 11, 1999.
EX-99 PRESS RELEASE DATED JULY 27, 1998. TITAN ENERGY SHAREHOLDERS APPROVE
NAME CHANGE TO POWER EXPLORATION, INC.
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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.
POWER EXPLORATION, INC.
Date: January 19, 1999 /s/ MARK S. ZOUVAS
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Mark S. Zouvas
Chief Financial Officer
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INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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EX-2 SPECIAL ACTION BY THE EXECUTIVE COMMITTEE OF POWER EXPLORATION, INC.
DATED JANUARY 11, 1999.
EX-99 PRESS RELEASE DATED JULY 27, 1998. TITAN ENERGY SHAREHOLDERS APPROVE
NAME CHANGE TO POWER EXPLORATION, INC.
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EX-2 SPECIAL ACTION BY THE EXECUTIVE COMMITTEE OF POWER EXPLORATION, INC.
DATED JANUARY 11, 1999.
MINUTES OF A SPECIAL MEETING OF THE EXECUTIVE COMMITTEE
POWER EXPLORATION, INC.
JANUARY 11, 1999
A special Meeting of the Executive Committee was held on the 11th day of
January, 1999, at 1:00 P.M. at 5020 Collinwood, Suite 201, Fort Worth, Texas.
The meeting was called to order by Mark Zouvas, Secretary and Chief Financial
Officer, via phone. Present was Director and Chief Operating Officer, Joe Bill
Bennett, which constitutes a majority of the Executive Committee. Mr. Bennett
acted as chairman of the meeting and Mr. Zouvas acted as Secretary of the
meeting.
The Secretary announced that a quorum was represented, and having been duly
convened, was ready to proceed with its business.
SUBJECT
Discussion was then held concerning the creation of a private placement
memorandum for the purpose of raising additional capital for the Company. Based
on the current stock price as of the date of this action and the expected future
price of the Company, a discussion was held regarding the price per share of the
private placement.
Upon motion duly made, seconded and unanimously carried, it was:
RESOLVED, Power Exploration, Inc. will authorize the creation of a private
placement memorandum for the purpose of raising additional capital through the
issuance of restricted equities. The number of shares to be authorized for this
placement will be two million (2,000,000) at a price of $1.00 per share, less
legal and accounting fees. This placement will be issued at the discretion of
the executive committee and memorialized in an action therefrom. The entire
amount of authorized shares in the private placement memorandum will not be
required to be placed before the issuance of shares begins nor will it be
required for the entire issue to be placed.
There being no further business, upon Motion duly made and seconded, the meeting
was adjourned.
/s/ MARK ZOUVAS
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Mark Zouvas, Secretary
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EX-99 PRESS RELEASE DATED JULY 27, 1998. TITAN ENERGY SHAREHOLDERS APPROVE
NAME CHANGE TO POWER EXPLORATION, INC.
FOR IMMEDIATE RELEASE
Titan Energy Shareholders Approve Name Change to Power Exploration, Inc.
Shareholders also vote to change company's domicile
TODAY'S DATE -- July 27, 1998
FORT WORTH, Texas, - Titan Energy Corporation (OTCBB: PWRX), announced today
that at its Annual Meeting held on July 24, 1998, the company's shareholders
voted to amend the corporation's Articles of Incorporation to change its name
from Titan Energy Corporation to Power Exploration, Inc. This follows the
decision by the board, which was ratified by shareholders, to acquire Power
Exploration, Inc. for a total of two million common shares. As previously
announced, the company's stock trades under the symbol PWRX on the OTC Bulletin
Board. The name change will officially take effect after the completion of
necessary filings with the appropriate regulatory agencies, expected within the
next 30 days. "This name change not only reflects the company's focus on oil and
gas exploration, but also symbolizes a turning point for the company," said Guy
Pyron, chief executive officer of Power Exploration. "I am extremely pleased
with our progress. as we are now a fully reporting company and are advancing
toward our goal of obtaining a listing on the NASDAQ SmallCap Market."
Company Re-Incorporates in Nevada
Separately, the company's shareholders voted to change the company's domicile
from the state Colorado to the state of Nevada.
As a result of the change in domicile, the following persons were appointed to
the board of directors of Power Exploration., Inc.: M.O. Rife III, Guy Pyron,
Jack Gallacher, Joe B. Bennett, and Thom Schliem.
Shareholders approved the proposal to amend the Articles of Incorporation and
authorized 50 million shares of common stock at par value of $0.02. The
shareholders also approved the proposal to amend the Articles of Incorporation
and approved authorization of 10 million non-voting, 8 percent preferred stock.
Safe Harbor Statement
Included in this release are "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended. and Section 21E of the
Securities Exchange Act of 1934, as amended. Although the company believes that
the expectations reflected in such
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forward-looking statements are reasonable. it can give no assurance that such
expectations reflected in such forward-looking statements will prove to have
been correct. The company's actual results could differ materially from those
anticipated in the forward-looking statements as a result of certain factors
including sales levels, distribution and competition trends and other market
factors.
Power Exploration, Inc. is an independent oil and gas company that capitalizes
on opportunities in domestic and international energy markets. The company is
strategically focused on increasing reserves through innovative exploration
capabilities that are facilitated by the application of advanced technology.
This allows the company to develop these reserves at a fraction of the cost
associated with conventional recovery techniques.
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