UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
to
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
Date of Report (date of earliest event reported): February 19, 1998
TRANS ENERGY, INC.
(Exact Name of Registrant as Specified in its Charter)
NEVADA 0-23530 93-0997412
State or Other (Commission (IRS Employer
Jurisdiction) File Number) Identification
Number)
210 Second Street, P.O. Box 393, St. Mary's, West Virginia 26170
(Address of Principal Executive Offices and Principal Place of Business)
Registrant's Telephone Number, Including Area Code: (304) 684-7053
<PAGE>
FORM 8-K
Item 1. Change in Control of Registrant.
See Item 5 below.
Item 2. Acquisition or Disposition of Assets.
See Item 5 below.
Item 5. Other Events
On February 11, 1998, Trans Energy, Inc. (the "Company")
entered into a Letter of Intent with Natural Gas Technologies, Inc.
("NGT") which memorializes the agreement in principle between the
parties to enter into a merger transaction. On February 19, 1998,
the Company and NGT extended to March 6, 1998, the deadline set
forth in the Letter of Intent by which the parties must execute the
Merger Agreement.
Under the terms of the proposed merger, NGT, a Texas based oil
and gas development company, will merge with and into the Company
with the Company being the surviving corporate entity. The Company
will issue approximately 16,989,645 shares of its authorized but
previously unissued common stock to the shareholders of NGT in
exchange for their NGT share. As a result of the merger, the
current NGT shareholders will own approximately 75% of the combined
entity.
The merger is subject to the approval of the Company's
shareholders and the Company is presently preparing to hold a
meeting of its shareholders within the next several weeks. The
Company intends to prepare a joint proxy statement and a
registration statement pursuant to Form S-4 to register the
securities to be issued under the terms of the merger. Following
the completion of the merger, the Company will have oil and gas
properties and production in the Appalachian, Rocky Mountain and
Permian basins. Pending finalization of the merger, both the
Company and NGT will continue to be operated in the ordinary course
of business as separate entities. During this period, Loren E.
Bagley, President of the Company and Mike Stewart, Vice President
of NGT shall act as a special operating committee to coordinate all
significant operations of the Company and NGT.
Item 7. Financial Statements and Exhibits.
Financial statements required under this Item 7 will be filed
as provided in Item 7(a)(4).
(c) Exhibits included herewith:
*Exhibit 2.1 Letter of Intent
Exhibit 2.2 Extension of Letter of Intent
________________
* Previously filed
SIGNATURES
In accordance with the requirements of the Securities Exchange
Act of 1934, the Registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
TRANS ENERGY, INC.
Date: March 3, 1998 By /S/ Loren E. Bagley
(Signature)
LOREN E. BAGLEY, President,
Chief Executive Officer and
Principal Financial Officer
Trans Energy, Inc.
210 Second Street, P. 0. Box 393
St. Marys, West Virginia 26170
February 19, 1998
Mr. Brent Wagman
Natural Gas Technologies, Inc.
16775 Addison Road, Suite 300
Dallas, TX 75248
Re: Extension of Deadline to Execute Merger Agreement
Dear Brent:
This letter will amend the letter of intent ("LOI") dated
February 11, 1998 between Trans Energy, Inc. and Natural Gas
Technologies, Inc. The deadline set forth in the first paragraph
of the LOI by which the Merger Agreement must be executed is hereby
changed from February 20, 1998 to March 6, 1998. All other terms
of the LOI shall remain in full force and effect.
Please indicate your agreement with the foregoing by executing
this letter in the space provided below and returning it to my
attention. Execution and delivery of this letter by facsimile
shall be valid and binding.
Very truly yours,
TRANS ENERGY, INC., a Nevada corporation
By:
Loren E. Bagley, President and CEO
Agreed to and accepted this ___ day of February, 1998.
NATURAL GAS TECHNOLOGIES, INC.,
a Texas corporation
By:
Brent Wagman, President
