SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Earliest Event Reported: July 15, 1997
HYPERDYNAMICS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 000-25496 82-0400335
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation Identification
No.)
2656 South Loop West, Suite 103
Houston, Texas 77054
(Address of principal executive offices, including zip code)
(713)839-9300
(Registrant's telephone number, including area code)
Former name of Registrant: RAM-Z Enterprises, Inc.
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Item 1. Changes in Control of Registrant
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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 tems of the Financing, Registrant could borrow up to $500,000
as extended by the Board of Directors on October 20, 1997. Borrowed amounts were
to bear interest at a rate of 10% per annum and would be due and payable between
August 31, 1997 and November 15, 1997. In the event that any borrowed amounts
were not paid by November 15, 1997 as amended, 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.
The Registrant borrowed $350,000 pursuant to the Financing. As
Registrant is unable to repay these amounts on or before November 15, 1997 as
amended, EBI was entitled to receive approximately 11,666,667 shares of
Registrant's common stock. Since November 15, 1997, the Registrant has
negotiated a lesser conversion of $.06 per share. This is half of the originally
agreed upon conversion terms. On January 12, 1998, the Registrant entered into a
Debt Conversion Agreement whereby 100% of the outstanding debt of $350,000 plus
accrued interest would be converted to 5,833,333 shares of restricted common
stock. Under these circumstances, EBI has effectively acquired control of
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: January 28, 1998 By: /s/ Kent Watts
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Kent Watts, President
