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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 EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June 26, 1997
TRANSGLOBE ENERGY CORP.
(Exact name of registrant as specified in its charter)
British Columbia
(State or other jurisdiction of incorporation)
0-11378
(Commission File Number)
Not Applicable
(IRS Employer Identification No.)
Suite 1450
505 - 3rd Street S.W.
Calgary, Alberta T2P 3E6
(403) 264-9888
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT. N/A
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. N/A
ITEM 3. BANKRUPTCY OR RECEIVERSHIP. N/A
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. N/A
ITEM 5. OTHER EVENTS. Pursuant to Rule 135c as promulgated under the Securities
Act of 1933, the Registrant submits herewith and incorporates herein its Press
Release dated June 26, 1997 with respect to the conditional listing of certain
of its common shares as restricted "Dot S" securities on the Alberta Stock
Exchange, and the issuance by certain Canadian securities regulatory authorities
of receipts for a prospectus related thereto.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS. N/A
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. N/A
ITEM 8. CHANGE IN FISCAL YEAR. N/A
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
See Item 5, above.
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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 hereunto duly authorized.
TRANSGLOBE ENERGY CORP.
C.S. (JUNEYT) TIRMANDI
By ------------------------
C.S. (Juneyt) Tirmandi
Chief Financial Officer
Date June 26, 1997
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1450 - 505 3rd Street S.W.
Calgary, Alberta
T2P 3E6
June 26, 1997, Calgary, Alberta -- TRANSGLOBE ENERGY CORPORATION (ASE, symbols
"TGL" and "TGL.S", NASDAQ, symbols "TGLEF")
PROSPECTUS RECEIPTED; ALBERTA STOCK EXCHANGE CONDITIONAL LISTING
TransGlobe Energy Corporation announced today that it has obtained final
receipts from the BC, Alberta, Ontario and Quebec Securities Commissions for
its final prospectus dated June 23, 1997 qualifying the issuance of 4,400,000
common shares issuable on the exercise of outstanding special warrants issued
for US$5.72 million on March 26, 1997.
In addition, The Alberta Stock Exchange (the "ASE") has conditionally listed
TransGlobe's common shares under the trading symbol "TGL". Listing on the ASE
is subject to TransGlobe filing certain documentation on or prior to July 15,
1997.
Pursuant to the prospectus, on July 7, 1997 the 4,400,000 special warrants will
convert into 4,400,000 common shares of TransGlobe (the "Dot S Shares"). These
"Dot S Shares" have not been registered under the US Securities Act of 1933,
may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements, and will bear the
following legend, "The securities represented hereby have not been registered
under the United States Securities Act of 1933, and until March 26, 1998 may
only be transferred in accordance with the provisions of Regulation S
promulgated thereunder." (the "Regulation S Legend"). The ASE has also
conditionally listed the Dot S Shares bearing the Regulation S Legend in a
special market for restricted shares under the trading symbol "TGL.S". Listing
on the ASE is subject to TransGlobe filing certain documentation on or prior to
July 15, 1997.
The Dot S shares may only be sold in accordance with the provisions of
Regulation S under the United States Securities Act of 1933. This means that:
(a) the Dot S Shares are not "good delivery" for sale through NASDAQ;
(b) the Dot S Shares are not "good delivery" if sold as unlegended TGL shares
through the ASE;
(c) the Dot S Shares are "good delivery" if sold as TGL.S shares through the
ASE;
(d) no offer to sell the Dot S Shares may be made to a person in the United
States;
(e) the seller must not be an "affiliate" (as defined below) of TransGlobe,
unless he is an affiliate of TransGlobe solely by virtue of holding a
position as a director or officer of TransGlobe;
(f) the sale of the Dot S Shares must be executed through the facilities of
the ASE in accordance
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with the procedures of the ASE, and neither the seller nor any person
acting on the seller's behalf knows that the sale has been prearranged
with a buyer in the United States;
(g) no "directed selling efforts" may be made in the United States by the
seller, any affiliate of the seller, or any person acting on behalf of the
seller;
(h) the seller is not a person who participated, pursuant to any contractual
arrangement, in the distribution of the Dot S Shares;
(i) that in the event the seller is a director or officer of TransGlobe, no
selling concession, fee or other remuneration may be paid in connection
with such offer or sale other than the usual and customary broker's
commission that will be received by a person executing such transaction as
agent; and
(j) the sale must not be a part of or incident to any hedging transaction.
Subject to the foregoing restrictions, anyone may buy the Dot S Shares through
the ASE.
Under Rule 904, shareholders who are not "distributors" of securities or, with
certain exceptions, "affiliates" of TransGlobe, will be able to claim an
exemption from U.S. securities registration if they resell their Dot S Shares
through the ASE, provided that certain conditions are met.
For these purposes, "distributors" are defined as persons who participated,
pursuant to a contractual arrangement, in the distribution of the Dot S Shares.
"Affiliates" are defined as persons who control, are controlled by, or are
under common control with, TransGlobe, and whether a person is an affiliate
depends on all the facts and circumstances, including the extent to which they
direct or influence corporate policy. As a rule of thumb, shareholders who own
less than ten percent of the common stock of TransGlobe will not, unless they
are also officers or directors of TransGlobe, be considered "affiliates," and
under certain circumstances even those who own more than ten percent will not
be considered "affiliates."
The other 13,781,377 unlegended common shares of TransGlobe which are listed on
NASDAQ will trade as usual. They are conditionally listed on the ASE under the
trading symbol "TGL" as well as listed on NASDAQ under the symbol "TGLEF" and
will be unaffected by the Regulation S selling restrictions on the 4,400,000
Dot S Shares (the common shares issued on the exercise of the previously-issued
special warrants).
On behalf of the Board of Directors of
TRANSGLOBE ENERGY CORPORATION
Ross G. Clarkson
President
For further information, please contact the Company at (403) 264-9888.
