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): July 25, 1997
HYPERDYNAMICS CORPORATION
(Exact name of registrant as specified in its Charter)
Delaware 000-25496 82-0400335
(State or other (Commission File (IRS Employer
jurisdiction of incorporation) Number) Identification Number)
5444 Westheimer, Suite 2080, Houston, Texas 77056
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: (713) 662-1893
N/A
(Former address if changed since last report)
Total number of pages contained in the Form: 2
This report does not contain any Exhibits
or an Exhibit Index.<PAGE>
ITEM 5.
OTHER EVENTS
Due to Registrant's inability to pay certain liabilities
as they become due, Registrant's Board of Directors
approved on July 15, 1997 a bridge financing arrangement
(the "Financing") with Emerald Bay Investments, LTD
("EBI"). Under the terms of the Financing, Registrant could
borrow up to $250,000. Borrowed amounts would bear
interest at a rate of 10% per annum and would be due and
payable on or before August 31, 1997. In the event that any
borrowed amounts were not paid by August 31, 1997, EBI
would be entitled, after a five-day notice to Registrant, to
convert the unpaid portion of the borrowed amount into
Registrant's common stock. Upon conversion, EBI would be
entitled to receive one share of Registrant's common stock
for every $.03 of the unpaid balance.
On July 17, 1997, Registrant borrowed $50,000
pursuant to the Financing, and Registrant borrowed an
additional $50,000 on July 25, 1997. As a result, if
Registrant is unable to repay these amounts on or before
August 31, 1997, EBI would be entitled to receive
approximately 3,333,334 shares of Registrant's common
stock, representing approximately 37.4% of Registrant's
common stock outstanding after the issuance. Under these
circumstances, EBI would effectively acquire control of
Registrant. In addition to the preceding, Registrant may
borrow additional amounts under the Financing. In such
case, EBI would acquire the ability to receive a greater
number of shares and a greater percentage ownership
interest in Registrant.
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.
HYPERDYNAMICS CORPORATION
(Registrant)
Date: August 11, 1997 By: /s/ KENT WATTS
Kent Watts, President
