SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
JULY 10, 2000
DELTA PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
Colorado 0-16203 84-1060803
(State of Commission (I.R.S. Employer
Incorporation) File No. Identification No.)
Suite 3310
555 17th Street
Denver, Colorado 80202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 293-9133
ITEM 2. ACQUISITION OF ASSETS
On July 10, 2000, Delta Petroleum Corporation ("Delta" or the
"Company") and its assignee (see below) paid $7,490,000 to Whiting
Petroleum Corporation ("Whiting") under a purchase and sale agreement
dated June 1, 2000 ("Purchase and Sale Agreement"). A copy of the
Purchase and Sale Agreement is attached as Exhibit 10.1. Under the
Purchase and Sale Agreement, Delta is acquiring interests in producing
wells and acreage located in the Eland and Stadium fields in Stark
County, North Dakota. The July 10, 2000 payment resulted in the
acquisition by Delta and its assignee of 67% of the ownership interest
in each property to be acquired under the Purchase and Sale
Agreement. A payment of $3,690,000, less net production revenues
accrued from February 1, 2000, is due September 29, 2000 to
purchase the remaining ownership interest in each property.
As part of a financing arrangement, Delta agreed to assign
50% of its rights under the Purchase and Sale Agreement to Sovereign
Holdings, LLC ("Sovereign"). Sovereign agreed to pay 50% of the cash
portion of the purchase price and assumed and agreed to perform 50% of
the obligations of Delta under the Purchase and Sale Agreement on and
after the assignment date. Hexagon Investments, LLC, ("Hexagon"), an
affiliate of Sovereign, loaned Delta $3,795,000 to cover Delta's
portion of the July 10, 2000 payment for its 50% of the properties
under the Purchase and Sale Agreement plus a loan origination fee. To
induce Hexagon to make the loan to Delta, Aleron H. Larson, Jr.,
Delta's Chairman and CEO, and Roger A. Parker, Delta's President,
agreed to personally guarantee the repayment of the Hexagon loan. The
financing arrangement was evidenced by the following documents dated
July 10, 2000, copies of which are incorporated herein as Exhibit
10.2: Partial Assignment of Contract; Collateral Assignment of
Purchase and Sale Agreement; Letter Agreement re: loan; Estoppel
Certificate and Agreement; Promissory Note; and Guarantee Agreement.
ITEM 5. OTHER EVENTS
A. On June 30, 2000, the Company completed the sale of 258,621
shares of its restricted common stock in a private offshore
transaction to Bank Leu, AG of Zurich, Switzerland for $750,000 U.S.
under SEC Regulation S. A fee of $75,000 was paid to an unaffiliated
individual, non-U.S. citizen, as consideration for his efforts and
consultation related to the transaction. In addition options to
purchase 100,000 shares of Delta common stock at $2.50 per share and
100,000 shares at $3.00 per share for one year were issued to Pegasus
Finance Limited, an affiliate of Globemedia A.G., as consideration for
its efforts and consultation related to the transaction. A copy of
the Investment Representation Agreement is incorporated herein as
Exhibit 99.1.
B. Pursuant to a preliminary agreement dated June 10, 2000, on July
21, 2000, Delta and Swartz Private Equity, LLC ("Swartz") entered into
a definitive agreement entitled "Investment Agreement" whereby Swartz has given
a firm commitment to allow Delta to issue to Swartz up to a total of
$20,000,000 of its common stock over three years from time to time as
often as monthly in amounts based upon certain market conditions and
at prices based upon market prices for Delta common stock at the time
of issuance. Copies of the Investment Agreement and related
agreements are incorporated herein as Exhibit 99.2. As consideration
Swartz has received certain warrants and may receive additional
warrants to purchase Delta common stock as described in the copies of
the agreements and documents contained in Exhibit 99.2. A warrant to
purchase 150,000 shares of Delta common stock at $3.00 per share for
five years was issued to an unaffiliated company as consideration
for its efforts and consultation related to potential financing
alternatives and this transaction. Proceeds will be used for property
acquisitions, debt reduction and working capital.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Proforma financial information and any exhibits required will be
filed by amendment to this Form 8-K within 60 days.
10.1 Purchase and Sale Agreement dated June 1, 2000 between
Whiting Petroleum Corporation and Delta Petroleum Corporation.
10.2 Documents and Agreements dated July 10, 2000 between Delta
Petroleum Corporation and Hexagon Investments, Inc. and/or Sovereign
Holdings, LLC related to financing arrangements:
-Partial Assignment of Contract;
-Collateral Assignment of Purchase and Sale Agreement;
-Letter Agreement re: loan;
-Estoppel Certificate and Agreement;
-Promissory Note;
-Guarantee Agreement
99.1 Investment Representation Agreement between Bank Leu, A.G. and
Delta Petroleum Corporation dated June 30, 2000.
99.2 Investment Agreement dated July 21, 2000 between Delta
Petroleum Corporation and Swartz Private Equity, LLC and
related agreements.
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
DELTA PETROLEUM CORPORATION
(Registrant)
Date: July 24, 2000 By:s/Aleron H. Larson, Jr.
Aleron H. Larson, Jr.
Chairman/C.E.O.
INDEX TO EXHIBITS
(1) Underwriting Agreement. Not applicable.
(2) Plan of Acquisition, Reorganization, Arrangement, Liquidation or
Succession. Not applicable.
(3) (i) Articles of Incorporation. Not applicable.
(ii) Bylaws. Not applicable.
(4) Instruments Defining the Rights of Security Holders, including
Indentures. Not applicable.
(5) Opinion: re: Legality. Not applicable.
(6) Opinion: Discount on Capital Shares. Not applicable.
(7) Opinion: re: Liquidation Preference. Not Applicable.
(8) Opinion: re: Tax Matters. Not Applicable.
(9) Voting Trust Agreement. Not Applicable.
(10) Material Contracts. Not Applicable.
10.1 Purchase and Sale Agreement dated June 1, 2000 between Whiting
Petroleum Corporation and Delta Petroleum Corporation.
10.2 Documents and Agreements dated July 10, 2000 between Delta
Petroleum Corporation and Hexagon Investments, LLC and/or Sovereign
Holdings, LLC related to financing arrangements:
-Partial Assignment of Contract;
-Collateral Assignment of Purchase and Sale Agreement;
-Letter Agreement re: loan;
-Estoppel Certificate and Agreement;
-Promissory Note;
-Guarantee Agreement
(11) Statement re: Computation of Per Share Earnings.
Not Applicable.
(12) Statement re: Computation of Ratios. Not Applicable.
(13) Annual Report to Security Holders, etc. Not Applicable.
(14) Material Foreign Patents. Not Applicable.
(15) Letter re: Unaudited Interim Financial Information.
Not Applicable.
(16) Letter re: Change in Certifying Accountant.
Not applicable.
(17) Letter re: Director Resignation. Not applicable.
(18) Letter re: Change in Accounting Principles. Not Applicable.
(19) Report Furnished to Security Holders. Not Applicable.
(20) Other Documents or Statements to Security Holders.
Not applicable.
(21) Subsidiaries of the Registrant. Not Applicable.
(22) Published Report Regarding Matters Submitted to Vote of Security
Holders. Not Applicable.
(23) Consents of Experts and Counsel. Not applicable.
(24) Power of Attorney. Not applicable.
(25) Statement of Eligibility of Trustee. Not Applicable.
(26) Invitations for Competitive Bids. Not Applicable.
(27) Financial Data Schedule. Not Applicable.
(99) Additional Exhibits.
99.1 Investment Representation Agreement between Bank Leu, A.G. and
Delta Petroleum Corporation dated June 30, 2000.
99.2 Investment Agreement dated July 21, 2000 between Delta
Petroleum Corporation and Swartz Private Equity, LLC and related
agreements.
