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): March 15, 1999
GREKA Energy Corporation
(Exact name of registrant as specified in its charter)
Colorado 0-20760 84-1091986
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
630 Fifth Avenue, Suite 1501
New York NY 10111
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 218-4680
Horizontal Ventures, Inc.
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
On March 22, 1999, the registrant, which has changed its name from
Horizontal Ventures, Inc. to GREKA Energy Corporation as discussed in Item 5
below, announced the shareholder approval of the acquisition of Saba Petroleum
Company under the Agreement and Plan of Merger dated December 18, 1998, as
amended February 16, 1999, among Horizontal Ventures, Inc., HVI Acquisition
Corporation, and Saba. Under the merger agreement, on March 24, 1999 each
outstanding share of Saba common stock was converted into the right to receive
shares of the registrant's common stock based on a ratio of one share of the
registrant's common stock for each six shares of Saba common stock, with cash
to be paid in lieu of any resulting fractional shares.
This resulted in the total number of shares outstanding as of the
effective date of the Merger being approximately 4,194,969 shares.
The press release dated March 22, 1999 of GREKA Energy and Saba announcing
the shareholder approval of the merger is furnished as Exhibit 99.1 to this
report.
The registrant cautions that the press release contains forward-looking
statements that include statements concerning the benefits expected to result
from the merger, including:
* synergies in the form of increased revenues,
* decreased expenses and avoided expenses and expenditures that are
expected to be realized after the merger, and
* the complementary nature of the registrant's horizontal drilling
technology and some of Saba's oil reserves.
Significant factors that could prevent the registrant from achieving its
stated goals include:
* failure by the registrant to integrate the respective operations of
the registrant and Saba or to achieve the synergies expected from
the merger,
* declines in the market prices for oil and gas, and
* adverse changes in the regulatory environment affecting the
registrant.
Item 5. Other Events.
Effective March 22, 1999, the registrant amended its articles of
incorporation to change its name from Horizontal Ventures, Inc. to GREKA
Energy Corporation. The Articles of Amendment to Articles of Incorporation
are filed with the SEC as Exhibit 3.1 to this report.
Additionally, on March 15, 1999 the Company entered into a term sheet with
RGC International Investors, L.D.C. ("RGC") to exchange the balance of the
Saba Petroleum Company Series A Convertible Preferred Stock for a Secured Note
to be negotiated and thereafter issued by the Company to RGC.
Item 7. Financial Statements and Exhibits.
(a) The financial statements of Saba for the years ended December 31,
1998 and 1997 are not included in this initial report but in
accordance with the rules of the Securities and Exchange
Commission will be filed with the registrant's 1998 Annual Report
on Form 10-KSB.
(b) The pro forma financial statements of the registrant giving
effect to the acquisition of Saba are not included in this initial
report but in accordance with the rules of the Securities and
Exchange Commission will be filed with the registrant's 1998
Annual Report on Form 10-KSB.
(c) The following exhibits are furnished as part of this report:
Exhibit 3.1 Articles of Amendment to Articles of Incorporation
effective March 22, 1999.
Exhibit 99.1 Press release of GREKA Energy Corporation and
Saba dated March 22, 1999.
SIGNATURE
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.
Date: April 5, 1999 GREKA ENERGY CORPORATION
/s/ Randeep S. Grewal
By: ___________________________________
Randeep S. Grewal, Chairman, Chief
Executive Officer and President
EXHIBIT 3.1
Mail to: Secretary of State For office use only 002
Please include a typed Corporations Section
self-addressed envelope 1560 Broadway, Suite 200
Denver, CO 80202
(303) 894-2251
MUST BE TYPED Fax (303) 894-2242
FILING FEE: $25.00
MUST SUBMIT TWO COPIES
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The name of the corporation is Horizontal Ventures, Inc.
SECOND: The following amendment to the Articles of Incorporation was adopted
on March 19, 1999, as prescribed by the Colorado Business Corporation Act, in
the manner marked with an X below:
______ No shares have been issued or Directors Elected - Action by
Incorporators
______ No shares have been issued but Directors Elected - Action by
Directors
______ Such amendment was adopted by the board of directors where shares
have been issued and shareholder action was not required.
__X___ Such amendment was adopted by a vote of the shareholders. The number
of shares voted for the amendment was sufficient for approval.
ARTICLE FIRST shall be amended to read as follows:
The name of the corporation is GREKA Energy Corporation.
THIRD: If changing the corporate name, the new name of the corporation is:
GREKA Energy Corporation
FOURTH: The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided for in
the amendment shall be effected, is as follows: Not applicable
If these amendments are to have a delayed effective date, please list that
date: Not applicable
HORIZONTAL VENTURES, INC.
/s/ Randeep S. Grewal
By: ________________________
Randeep S. Grewal,
Chairman and Chief Executive Officer
EXHIBIT 99.1
PRESS RELEASE FOR HVI/SABA MERGER
March 22, 1999 04:28 PM
Saba Petroleum Company SAB and Horizontal Ventures, Inc. HVNV announced today
that the shareholders of both companies approved the merger between HVNV and
SAB at a special meeting for each company held on March 19, 1999.
Under the terms of the merger, HVNV shall be the surviving entity following
its acquisition of 100% of the issued and outstanding common stock of SAB, and
shareholders of SAB, other than HVNV, shall own approximately 30% of the
merged company and receive HVNV common stock valued at approximately $15
million.
At the HVNV meeting, shareholders also approved a name change to GREKA ENERGY
CORPORATION and the issuance of up to an additional 2,000,000 shares of its
common stock for possible future acquisitions. The stock of Greka Energy
Corporation is expected to trade on the NASDAQ National Market under the
symbol GRKA with approximately 4.2 million shares outstanding.
Greka Energy, headquartered in New York, has bee reorganized into three
separate divisions: integrated operations based in Santa Maria, California;
domestic E & P managed from centrally located Oklahoma City; and international
E&P managed from Calgary.
Mr. Randeep S. Grewal, Chairman, CEO & President explained, "We are committed
to create shareholder value by providing a work environment to challenge and
motivate employee performance, capitalizing on consistent cash flow hedged
from oil price fluctuations within integrated operations, exploiting
exploration and production opportunities, and penetrating new niche markets
utilizing proprietary technology. Greka Energy has a senior management team
that collectively has over a hundred years of specialized experience within
areas of our business strategy and will lead a motivated employee team of
ninety professionals focused on the execution of an innovative business plan."
Further, the holders of the Preferred Stock of SAB have agreed to terms that
provide for the exchange of all shares of Series A Preferred Stock of SAB for
a secured convertible note issued by HVNV. Additionally, negotiations with
the controlling holders of the 9% Convertible Senior Subordinated Debentures
issued by SAB are ongoing.
Greka Energy has scheduled a conference call for Wednesday, March 24, 1999, at
10 a.m. (Pacific) to discuss the approved merger. Interested persons may
participate by dialing 888-422-7132, code 933392, five to ten minutes before
the telephone conference is scheduled to being.
Greka Energy Corporation is an integrated company focused on exploiting E & P
opportunities and penetrating new niche markets utilizing proprietary
technology with emphasis on short radius horizontal drilling technology
developed by BP Amoco BPA. The Company has oil and gas production and
development activities in North and South American and the Far East, with
primary areas of activity in Alberta, California, Louisiana, Texas, New
Mexico, Columbia, Indonesia and China.
Safe Harbor for Forward Looking Statements
Except for historical information contained herein, the statements in this
Release are forward-looking statements that are made pursuant to the safe
harbor provision of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements involved known and unknown risks and uncertainties
which may cause the Company's actual results in future periods to differ
materially from forecasted results. These risks and uncertainties include,
among other things, volatility of oil prices, product demand, market
competition, risks inherent in the Company's international operations,
imprecision of reserve estimates, the availability of additional oil and gas
assets for acquisition on commercially reasonable terms, and the Company's
ability to replace and exploit its existing oil and gas reserves. These and
other risks are described in the Company's Annual Report on Form 10-K and in
the Company's other filings with the Securities and Exchange Commission.
