SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES ACT OF 1934
Date of Report (Date of earliest event reported): APRIL 9, 1998
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EMPIRIC ENERGY, INC.
(Exact name of registrant as specified in its charter)
TEXAS 75-2455467
----- ----------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
12750 MERIT DRIVE, SUITE 750, DALLAS, TEXAS 75251-1609
(Address of principal executive offices)
Registrant's telephone number, including area code: (972) 387-4100
8201 PRESTON ROAD, SUITE 580, DALLAS, TEXAS 75225
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
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<PAGE>
Pursuant to a Letter of Intent dated March 24, 1998 and a formal closing on
April 9 and 10, 1998, Registrant acquired working interests in and other rights
to certain assets from Skidmore Energy, Inc., and Circle B Exploration, Inc.
consisting of a 46% working interest in 12 producing oil and gas properties and
four recently drilled wells, leasehold acreage, (approximately 18,000 acres),
technical and proprietary survey data covering the highly prolific Upper Wilcox
Trend in South Texas. Registrant also acquired the right to participate in one
exploration prospect in Alabama and 300 acres on another prospect in Louisiana.
Registrant expects to take over operations of the Texas producing properties and
future wells as they are developed. Production acquired to Empiric's interest
is retroactive to April 1, 1998.
Consideration for the above acquisition consisted of:
<PAGE>
1. 992,577 shares of Empiric Energy, Inc. Common stock (Rule 144),
2. $525,000 Principal amount convertible Senior Notes, 8% interest, 50% of
total maturing at the end of 24 months, the balance at the end of 36 months.
Convertible into Empiric Energy, Inc. Common stock at $2.50 per share,
3. $525,000 Principal amount (liquidation value) Convertible Preferred
stock, non-dividend bearing, convertible into Common stock at $3.33 per share,
4. 300,000 Warrants, 3 year term to purchase Empiric Energy, Inc. Common
stock @ $2.50 per share, and
5. 200,000 Warrants, 4 year term to purchase Empiric Energy, Inc. Common
stock @ $3.00 per share.
There was no cash involved in the acquisition transaction. The above
consideration was determined as a result of arm's length negotiations between
sellers and the Registrant. Principal factors considered in the determination
of consideration offered were 1) reserves of producing properties, 2) results
expected from recently drilled wells, and 3) expectation of results from future
operations and completion of the current drilling program. If all of the
convertible Senior Notes and the convertible preferred stock involved in the
transaction were converted into Common, it would result in the issuance of an
additional approximate 368,000 Common shares of Empiric Energy, Inc.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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a) Audited financial statements will be provided within 60 days.
<PAGE>
b) Pro Forma financial statements will be provided within 60 days.
c) Exhibits
1. Assignments of oil and gas leases.
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.
EMPIRIC ENERGY, INC.
By: /s/ Clyde E. Skeen
-----------------------------------
Clyde E. Skeen
Secretary/Treasurer (Principal Financial
and Accounting Officer) and Director
Date: April 23, 1998
<PAGE>
EXHIBIT "A"
ASSIGNMENT OF OIL AND GAS LEASES
STATE OF TEXAS }
} KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF FRIO }
WHEREAS, CIRCLE B EXPLORATION, INC., a Louisiana Corporation, whose address
is 1004 Jacquilyn, Abbeville, Louisiana 70510 (hereinafter referred to as
"Assignor"), is the owner of the oil and gas leases described in Exhibit "A"
attached hereto and made a part hereof, insofar as said leases cover the lands
in Frio County, Texas, more particularly described in said Exhibit
"A"(hereinafter sometimes referred to as the "Assigned Premises").
NOW, THEREFORE, for and in consideration of the sum of Ten Dollars ($10,00)
and other good and valuable consideration, the receipt of which is hereby
acknowledged, Assignor does hereby grant, bargain, sell, transfer, assign,
convey, and deliver unto the parties set forth below, their successors and
assigns, all of its right, title and interest in and to the oil and gas leases
as described on Exhibit "A" attached hereto and made a part hereof for all
purposes, together with the same undivided interests in and to all of the wells,
pumps, tanks, gathering lines and other personal property, fixtures and
equipment located on said lands or used in connection therewith, in the
proportions set forth below:
EMPIRIC ENERGY, INC.
12750 Merit Drive, Suite 750
Dallas, Texas 75251-1209
The interests assigned herein are subject to the terms, provisions, and
conditions of such oil and gas leases ad, to the extent they are valid and
subsisting, the terms, provisions, and conditions of the operating agreements,
production sales contracts, pooling orders, pooling declaration, unit
designations, assignments, and other agreement and instruments, if any, set
forth in Exhibit "A" with respect thereto, or which are of record.
EXECUTED this 9th day of April, 1998, but effective the 1st day of
April, 1998.
WITNESS/ATTEST: CIRCLE B EXPLORATION, INC.
/s/ Abby Broussard
____________________________ __________________________________
<PAGE>
ASSIGNMENT OF OIL AND GAS LEASES
STATE OF TEXAS }
} KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF MEDINA }
WHEREAS, CIRCLE B EXPLORATION, INC., a Louisiana Corporation, whose address
is 1004 Jacquilyn, Abbeville, Louisiana 70510 (hereinafter referred to as
"Assignor"), is the owner of the oil and gas leases described in Exhibit "A"
attached hereto and made a part hereof, insofar as said leases cover the lands
in Frio County, Texas, more particularly described in said Exhibit
"A"(hereinafter sometimes referred to as the "Assigned Premises").
NOW, THEREFORE, for and in consideration of the sum of Ten Dollars ($10,00)
and other good and valuable consideration, the receipt of which is hereby
acknowledged, Assignor does hereby grant, bargain, sell, transfer, assign,
convey, and deliver unto the parties set forth below, their successors and
assigns, all of its right, title and interest in and to the oil and gas leases
as described on Exhibit "A" attached hereto and made a part hereof for all
purposes, together with the same undivided interests in and to all of the wells,
pumps, tanks, gathering lines and other personal property, fixtures and
equipment located on said lands or used in connection therewith, in the
proportions set forth below:
EMPIRIC ENERGY, INC.
12750 Merit Drive, Suite 750
Dallas, Texas 75251-1209
The interests assigned herein are subject to the terms, provisions, and
conditions of such oil and gas leases ad, to the extent they are valid and
subsisting, the terms, provisions, and conditions of the operating agreements,
production sales contracts, pooling orders, pooling declaration, unit
designations, assignments, and other agreement and instruments, if any, set
forth in Exhibit "A" with respect thereto, or which are of record.
EXECUTED this 9th of April, 1998, but effective the 1st day of April, 1998.
WITNESS/ATTEST: CIRCLE B EXPLORATION, INC.
/s/ Abby Broussard
____________________________ __________________________________
<PAGE>
ASSIGNMENT OF OIL AND GAS LEASES
STATE OF TEXAS }
} KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF UVALDE }
WHEREAS, CIRCLE B EXPLORATION, INC., a Louisiana Corporation, whose address
is 1004 Jacquilyn, Abbeville, Louisiana 70510 (hereinafter referred to as
"Assignor"), is the owner of the oil and gas leases described in Exhibit "A"
attached hereto and made a part hereof, insofar as said leases cover the lands
in Uvalde County, Texas, more particularly described in said Exhibit
"A"(hereinafter sometimes referred to as the "Assigned Premises").
NOW, THEREFORE, for and in consideration of the sum of Ten Dollars ($10,00)
and other good and valuable consideration, the receipt of which is hereby
acknowledged, Assignor does hereby grant, bargain, sell, transfer, assign,
convey, and deliver unto the parties set forth below, their successors and
assigns, all of its right, title and interest in and to the oil ad gas leases
as described on Exhibit "A" attached hereto and made a part hereof for all
purposes, together with the same undivided interests in and to all of the wells,
pumps, tanks, gathering lines and other personal property, fixtures and
equipment located on said lands or used in connection therewith, in the
proportions set forth below:
EMPIRIC ENERGY, INC.
12750 Merit Drive, Suite 750
Dallas, Texas 75251-1209
The interests assigned herein are subject to the terms, provisions, and
conditions of such oil and gas leases ad, to the extent they are valid and
subsisting, the terms, provisions, and conditions of the operating agreements,
production sales contracts, pooling orders, pooling declaration, unit
designations, assignments, and other agreement and instruments, if any, set
forth in Exhibit "A" with respect thereto, or which are of record.
EXECUTED this 9th day of April, 1998, but effective the 1st day of April,
1998.
WITNESS/ATTEST: CIRCLE B EXPLORATION, INC.
/s/ Abby Broussard
____________________________ __________________________________
<PAGE>
ASSIGNMENT OF OIL AND GAS LEASES
STATE OF TEXAS }
} KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF ZAVALA }
WHEREAS, CIRCLE B EXPLORATION, INC., a Louisiana Corporation, whose address
is 1004 Jacquilyn, Abbeville, Louisiana 70510 (hereinafter referred to as
"Assignor"), is the owner of the oil and gas leases described in Exhibit "A"
attached hereto and made a part hereof, insofar as said leases cover the lands
in Frio County, Texas, more particularly described in said Exhibit
"A"(hereinafter sometimes referred to as the "Assigned Premises").
NOW, THEREFORE, for and in consideration of the sum of Ten Dollars ($10,00)
and other good and valuable consideration, the receipt of which is hereby
acknowledged, Assignor does hereby grant, bargain, sell, transfer, assign,
convey, and deliver unto the parties set forth below, their successors and
assigns, all of its right, title and interest in and to the oil and gas leases
as described on Exhibit "A" attached hereto and made a part hereof for all
purposes, together with the same undivided interests in and to all of the wells,
pumps, tanks, gathering lines and other personal property, fixtures and
equipment located on said lands or used in connection therewith, in the
proportions set forth below:
EMPIRIC ENERGY, INC.
12750 Merit Drive, Suite 750
Dallas, Texas 75251-1209
The interests assigned herein are subject to the terms, provisions, and
conditions of such oil and gas leases ad, to the extent they are valid and
subsisting, the terms, provisions, and conditions of the operating agreements,
production sales contracts, pooling orders, pooling declaration, unit
designations, assignments, and other agreement and instruments, if any, set
forth in Exhibit "A" with respect thereto, or which are of record.
EXECUTED this 9th day of April, 1998, but effective the 1st day of April,
1998.
WITNESS/ATTEST: CIRCLE B EXPLORATION, INC.
/s/ Abby Broussard
____________________________ __________________________________
<PAGE>
ASSIGNMENT OF OIL AND GAS LEASES
STATE OF TEXAS }
} KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF FRIO }
WHEREAS, SKIDMORE ENERGY, INC., a Texas Corporation, whose address is 1201
N. Brazos, Whitney, Texas 76692 (hereinafter referred to as "Assignor"), is the
owner of the oil and gas leases described in Exhibit "A" attached hereto and
made a part hereof, insofar as said leases cover the lands in Frio County,
Texas, more particularly described in said Exhibit "A" (hereinafter sometimes
referred to as the "Assigned Premises").
NOW, THEREFORE, for and in consideration of the sum of Ten Dollars ($10,00)
and other good and valuable consideration, the receipt of which is hereby
acknowledged, Assignor does hereby grant, bargain, sell, transfer, assign,
convey, and deliver unto the parties set forth below, their successors and
assigns, an undivided interest indicated by each party's name below in and to
the oil ad gas leases as described on Exhibit "A' attached hereto and made a
part hereof for all purposes, together with the same undivided interests in and
to all of the wells, pumps, tanks, gathering lines and other personal property,
fixtures and equipment located on said lands or used in connection therewith, in
the proportions set forth below:
EMPIRIC ENERGY, INC. 16.25% of 100%
8201 Preston Road, Suite 580
Dallas, Texas 75225
The interests assigned herein are subject to the terms, provisions, and
conditions of such oil and gas leases ad, to the extent they are valid and
subsisting, the terms, provisions, and conditions of the operating agreements,
production sales contracts, pooling orders, pooling declaration, unit
designations, assignments, and other agreement and instruments, if any, set
forth in Exhibit "A" with respect thereto, or which are of record.
EXECUTED this 4th day of April, 1998, but effective the 1st day of April,
1998.
WITNESS/ATTEST: SKIDMORE ENERGY, INC.
/s/ Michael H. Gustin
____________________________ __________________________________
Michael H. Gustin, Chairman & CEO
<PAGE>
ASSIGNMENT OF OIL AND GAS LEASES
STATE OF TEXAS }
} KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF MEDINA }
WHEREAS, SKIDMORE ENERGY, INC., a Texas Corporation, whose address is 1201
N. Brazos, Whitney, Texas 76692 (hereinafter referred to as "Assignor"), is the
owner of the oil and gas leases described in Exhibit "A" attached hereto and
made a part hereof, insofar as said leases cover the lands in Medina County,
Texas, more particularly described in said Exhibit "A"(hereinafter sometimes
referred to as the "Assigned Premises").
NOW, THEREFORE, for and in consideration of the sum of Ten Dollars ($10,00)
and other good and valuable consideration, the receipt of which is hereby
acknowledged, Assignor does hereby grant, bargain, sell, transfer, assign,
convey, and deliver unto the parties set forth below, their successors and
assigns, an undivided interest indicated by each party's name below in and to
the oil ad gas leases as described on Exhibit "A' attached hereto and made a
part hereof for all purposes, together with the same undivided interests in and
to all of the wells, pumps, tanks, gathering lines and other personal property,
fixtures and equipment located on said lands or used in connection therewith, in
the proportions set forth below:
EMPIRIC ENERGY, INC. 16.25%
8201 Preston Road, Suite 580
Dallas, Texas 75225
The interests assigned herein are subject to the terms, provisions, and
conditions of such oil and gas leases ad, to the extent they are valid and
subsisting, the terms, provisions, and conditions of the operating agreements,
production sales contracts, pooling orders, pooling declaration, unit
designations, assignments, and other agreement and instruments, if any, set
forth in Exhibit "A" with respect thereto, or which are of record.
EXECUTED this 4th day of April, 1998, but effective the 1st day of April,
1998.
WITNESS/ATTEST: SKIDMORE ENERGY, INC.
/s/ Michael H. Gustin
____________________________ __________________________________
Michael H. Gustin, Chairman & CEO
<PAGE>
ASSIGNMENT OF OIL AND GAS LEASES
STATE OF TEXAS }
} KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF UVALDE }
WHEREAS, SKIDMORE ENERGY, INC., a Texas Corporation, whose address is 1201
N. Brazos, Whitney, Texas 76692 (hereinafter referred to as "Assignor"), is the
owner of the oil and gas leases described in Exhibit "A" attached hereto and
made a part hereof, insofar as said leases cover the lands in Uvalde County,
Texas, more particularly described in said Exhibit "A"(hereinafter sometimes
referred to as the "Assigned Premises").
NOW, THEREFORE, for and in consideration of the sum of Ten Dollars ($10,00)
and other good and valuable consideration, the receipt of which is hereby
acknowledged, Assignor does hereby grant, bargain, sell, transfer, assign,
convey, and deliver unto the parties set forth below, their successors and
assigns, an undivided interest indicated by each party's name below in and to
the oil ad gas leases as described on Exhibit "A' attached hereto and made a
part hereof for all purposes, together with the same undivided interests in and
to all of the wells, pumps, tanks, gathering lines and other personal property,
fixtures and equipment located on said lands or used in connection therewith, in
the proportions set forth below:
EMPIRIC ENERGY, INC. 16.25% of 100%
8201 Preston Road, Suite 580
Dallas, Texas 75225
The interests assigned herein are subject to the terms, provisions, and
conditions of such oil and gas leases ad, to the extent they are valid and
subsisting, the terms, provisions, and conditions of the operating agreements,
production sales contracts, pooling orders, pooling declaration, unit
designations, assignments, and other agreement and instruments, if any, set
forth in Exhibit "A" with respect thereto, or which are of record.
EXECUTED this 4th day of April, 1998, but effective the 1st day of April,
1998.
WITNESS/ATTEST: SKIDMORE ENERGY, INC.
/s/ Michael H. Gustin
____________________________ __________________________________
Michael H. Gustin, Chairman & CEO
<PAGE>
ASSIGNMENT OF OIL AND GAS LEASES
STATE OF TEXAS }
} KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF ZAVALA }
WHEREAS, SKIDMORE ENERGY, INC., a Texas Corporation, whose address is 1201
N. Brazos, Whitney, Texas 76692 (hereinafter referred to as "Assignor"), is the
owner of the oil and gas leases described in Exhibit "A" attached hereto and
made a part hereof, insofar as said leases cover the lands in Zavala County,
Texas, more particularly described in said Exhibit "A" (hereinafter sometimes
referred to as the "Assigned Premises").
NOW, THEREFORE, for and in consideration of the sum of Ten Dollars ($10,00)
and other good and valuable consideration, the receipt of which is hereby
acknowledged, Assignor does hereby grant, bargain, sell, transfer, assign,
convey, and deliver unto the parties set forth below, their successors and
assigns, an undivided interest indicated by each party's name below in and to
the oil ad gas leases as described on Exhibit "A' attached hereto and made a
part hereof for all purposes, together with the same undivided interests in and
to all of the wells, pumps, tanks, gathering lines and other personal property,
fixtures and equipment located on said lands or used in connection therewith, in
the proportions set forth below:
EMPIRIC ENERGY, INC. 16.25% of 100%
8201 Preston Road, Suite 580
Dallas, Texas 75225
The interests assigned herein are subject to the terms, provisions, and
conditions of such oil and gas leases ad, to the extent they are valid and
subsisting, the terms, provisions, and conditions of the operating agreements,
production sales contracts, pooling orders, pooling declaration, unit
designations, assignments, and other agreement and instruments, if any, set
forth in Exhibit "A" with respect thereto, or which are of record.
EXECUTED this 4th day of April, 1998, but effective the 1st day of April,
1998.
WITNESS/ATTEST: SKIDMORE ENERGY, INC.
/s/ Michael H. Gustin
____________________________ __________________________________
Michael H. Gustin, Chairman & CEO
