UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
HYPERDYNAMICS CORPORATION
(Name of Issuer)
Common Stock, par value $.001
(Title of Class of Securities)
448954107
(CUSIP Number)
Gregory J. Micek
5444 Westheimer, Suite 2080
Houston, Texas 77056
(713)622-1893
(Name, Address, and Telephone Number of Person Authorized
to Receive Notices and Communications:
February 6, 1997
(Date of Event which Requires Filing of this Statement)
If this filing person has previously filed a statement on 13G to
report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4),
check the following box [ ].
Check the following if a fee is being paid with this statement [ ].
(A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of
more than five percent of the class of securities described in Item
1; and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (Rule
13d-7.)
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the
Notes)
<PAGE>
SCHEDULE 13D
CUSIP NO. 448954107
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1) Names of Reporting Person
Robert J. Hill
S.S. or I.R.S. Identification No. of Above Person
###-##-####
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2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
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3) SEC Use Only
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4) Source of Funds:
oo
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5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
N/A
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6) Citizenship of Place of Organization:
UNITED STATES
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7) Sole Voting Power
Number of Shares 324,600
Beneficially owned --------------------------------------------
by Each Reporting 8) Shared Voting Power
Person With -0-
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9) Sole Dispositive Power
324,600
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10) Shared Dispositive Power
-0-
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
324,600
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12) Check if Aggregate Amount in Row 11 excludes certain shares:
[ ]
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13) Percent of Class Represented by Amount in Box 11:
5.9%
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14) Type of Reporting Person
IN
ITEM 1. Security and Issuer
The class of equity securities to which this statement
relates is the common stock, par value $.001 per share ("the
Common Stock") issued by HyperDynamics Corporation, a
Delaware corporation ("the Company"), which has its principal
executive offices at 5444 Westheimer, Suite 2080, Houston,
Texas 77056.
ITEM 2. Identity and Background
This statement is filed by Robert J. Hill ("the Reporting
Person") whose principal business address is 2656 South Loop
West, Suite 103, Houston, Texas 77054. The Reporting Person
is principally engaged as the Chief Operations Officer of the
Company. The Reporting Person is a United States citizen.
During the last five years, the Reporting Person has not been
convicted in a criminal proceeding. During the last five years,
the Reporting Person has not been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction
and, as a result of such proceeding, is or was subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or fining any violation with respect to such laws.
ITEM 3. Source and Amount of Funds or other Consideration
The Reporting Person acquired 324,600 shares of
Common Stock giving rise to the filing of this statement as
follows: 1) 140,000 shares in exchange for services rendered in
connection with the formation of the Company and for the
assignment of consulting contracts to the Company, 2) 150,000
shares under the terms of an Executive Employment Agreement, 3)
100,000 restricted shares subject to the terms of an Executive
Employment Agreement, of which 25,000 shares became vested as of
December 31, 1996 and 4) options to purchase 9,600 shares, all of
which are exercisable at $1.25 per share, also under the terms of
an Executive Employment Agreement. The Reporting Person
anticipates that if he exercises all or any portion of such
options, he will use personal funds to acquire the optioned Common
Stock, although circumstances may be such at the time of his exercise
that the Reporting Person may elect to borrow or otherwise procure
amounts necessary to exercise such option.
ITEM 4. Purpose of Transaction
On June 21, 1996, the Reporting Person acquired
140,000 shares of Common Stock in exchange for services
rendered in connection with the formation of the Company. The
purpose of this exchange was to compensate the Reporting
Person for the services rendered in the formation of the
Company and in exchange for consulting contracts transferred to
the Company. The decision to issue the shares of Common
Stock was reached by the Reporting Person and the Company
on a mutual basis.
On June 21, 1996, the Reporting Person acquired
150,000 shares under the terms of an Executive Employment
Agreement. The purpose of this acquisition was to induce the
Reporting Person to make a long-term arrangement to become
the Chief Operating Officer of the Company. The decision to
issue the shares of Common Stock was reached by the Reporting
Person and the Company on a mutual basis.
On June 21, 1996, the Reporting Person also acquired
100,000 shares subject to the terms of an Executive Employment
Agreement of which 25,000 shares were vested as of December
31, 1996. The remaining shares will become vested at the rate
of 12,500 shares per calendar quarter, subject to the forfeiture of
any unvested shares if the employment of the Reporting Person
is terminated before June 21, 1997. The purpose of this
acquisition was to induce the Reporting Person to make a long-term
arrangement to become the Chief Operating Officer of the
Company. The decision to issue the shares of Common Stock
was reached by the Reporting Person and the Company on a
mutual basis.
On June 21, 1996, the Reporting Person acquired an
option to purchase 9,600 shares of the Common Stock under the
terms of an Executive Employment Agreement. Such options
are exercisable at a price of $1.25 per share. The option was
authorized to compensate the Reporting Person in lieu of salary
for the months of July and August, 1996.
The Reporting Person intends to hold his shares of
Common Stock for investment, and does not have any present
plans or proposals which relate to or would result in: (i) any
acquisition by any person of additional securities of the Company,
or any disposition of securities of the Company; (ii) any
extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of
its subsidiaries; (iii) any sale or transfer of a material amount of
assets of the Company or any of its subsidiaries; (iv) any change
in the present board of directors or management of the
Company, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies on
the board; (v) any material change in the present capitalization or
dividend policy of the Company; (vi) any other material change
in the Company's business or corporate structure; (vii) any
changes in the Company's charter, by-laws, or other instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person; (viii) any
termination of registration pursuant to section 12(g)(4) of the
Act of a class of equity securities of the Company; or (ix) any
action similar to any of those enumerated above.
Notwithstanding the foregoing, the Reporting Person
may determine to change his investment intent to the Company
at any time in the future. In reaching any conclusion as to his
future course of action, the Reporting Person will take into
consideration several factors, such as the Company's business
and prospects, other developments concerning the Company,
other business opportunities available to the Reporting Person,
developments with respect to the business of the Reporting Person,
and general economic and stock market conditions, including, but
not limited to, the market price of the Common Stock. The
Reporting Person may, depending on other relevant factors, acquire
additional shares of Common Stock in the open market or privately
negotiated transactions, dispose of all or a portion of his
holdings of shares of Common Stock or change his intention with
respect to any or all of the matters referred to in this item.
ITEM 5. Interest in Securities of the Issuer
The Reporting Person is the beneficial owner of 324,600
shares of Common Stock for which he has sole voting power
and investment power. Except for the shares described in Item 3
above, the Reporting Person has not effected any transaction in
or with respect to the Common Stock during the past 60 days.
ITEM 6. Contracts, Arrangements, Understandings or Relationships
with the Securities of the Issuer
N/A
ITEM 7. Material to be Filed as Exhibits
No exhibits are being filed with this statement.
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: April 18, 1997
s/s ROBERT J. HILL
Name/Title
________________________________________
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS
OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE
18 U.S.C. 1001).
