SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO-C
TENDER OFFER STATEMENT
(UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934)
HYPERDYNAMICS CORPORATION
(NAME OF ISSUER)
HYPERDYNAMICS CORPORATION (THE ISSUER)
(NAME OF FILING PERSON (IDENTIFYING STATUS AS OFFEROR, ISSUER OR OTHER PERSON))
COMMON STOCK, PAR VALUE $.001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
448954-10-7
(CUSIP NUMBER OF CLASS OF SECURITIES)
KENT WATTS, PRESIDENT
HYPERDYNAMICS CORPORATION
2656 SOUTH LOOP WEST, SUITE 103
HOUSTON, TEXAS 77054
TEL. (713) 839-9300
FAX. (713) 660-9775
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS
ON BEHALF OF THE FILING PERSON)
COPY TO:
JOEL SEIDNER, ESQ.
AXELROD, SMITH & KIRSHBAUM
5300 MEMORIAL DRIVE, SUITE 700
HOUSTON, TEXAS 77007
TEL. (713) 861-1996 EXT. 112
FAX (713) 552-0202
CALCULATION OF FILING FEE
TRANSACTION VALUATION * AMOUNT OF FILING FEE *
__________________________
* Pursuant to General Instruction D to Schedule TO, no filing fee is required.
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[ ] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: N/A
Form or Registration No.: N/A
Date Filed: N/A
Filing Party: N/A
[ X ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[ X ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
This Tender Offer Statement on Schedule TO relates to the preliminary
communications and the pre-commencement communications of an exchange offer by
Hyperdynamics Corporation, a Delaware corporation, the issuer, whereby holders
of common stock may exchange a minimum of 50% and up to a maximum of 90% of the
outstanding common stock of Hyperdynamics in exchange for a new security of
Hyperdynamics, the Units, which will consist of a new series of preferred stock
and three new series of warrants, as set forth in the press release attached
hereto as Exhibit 1016(a)(5).
This Schedule TO is intended to satisfy the reporting requirements of Rule
13e-4(c)(1) of the Securities Exchange Act of 1934, as amended.
ITEM 12. EXHIBITS.
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EXHIBIT
NUMBER DESCRIPTION
----------------------------------------------------------------
1016(a)(5) Press Release, dated August 31, 2000.
SIGNATURE
After due 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.
HYPERDYNAMICS CORPORATION
By: *
Name: *
Title: *
Dated: *
____________________________
* Pursuant to General Instruction D to Schedule TO, no signature is required.
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
________________________________________________________________
1016(a)(5) Press Release, dated August 31, 2000.
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EXHIBIT 1016(a)(5):
HyperDynamics to Make Exchange Offering
HOUSTON--(BUSINESS WIRE)--Aug. 31, 2000--HyperDynamics Corporation, (OTCBB:HYPD
- news), a premier Integrated Technology Service Provider (ITSP), announced
today that the company's Board of Directors approved an exchange offering for a
minimum of 50% to a maximum of 90% of the company's common stock. Under the
terms of the exchange, shareholders will exchange 100 shares of the company's
common stock for a unit. Each unit consists of one share of 9% series B
redeemable preferred stock (stated value $200), 100 redeemable class A warrants,
100 redeemable class B warrants and 100 redeemable class C warrants.
ABOUT THE PREFERRED: The preferred stock (stated value $200) will pay a 9%
dividend on a quarterly basis in arrears. As long as the units trade as
originally issued, the dividend will be credited automatically as a reduction of
the exercise price of the class A warrant until fully paid, then to the exercise
price of the class B warrant until fully paid, and then to the exercise price of
the class C warrant until fully paid. Thereafter, or in the event that all of
the unit components are detached, the dividends shall be paid in cash or shares
of common stock, at the discretion of the company. The preferred stock is
redeemable at its stated value plus accrued dividends. The preferred stock is
not convertible into common stock.
ABOUT THE WARRANTS: Each class A, B, and C warrant will have an exercise of
price of $1.35 and will expire after 7 2, 15 and 22 2 years, respectively.
Beginning no sooner than one year and one day after the completion of the
exchange, and only after the daily closing bid price on the common stock is over
$5 for a period of 20 consecutive trading days, the company may, at its
discretion, call for redemption the class A, B, or C warrants. In the event that
the class A, B or C warrants are not detached from the unit, then the dividend
payments from the preferred stock will fully pay for the exercise price of the
class A, B and C warrants in 7 2, 15 and 22 2 years, respectively, at which time
the warrants will be automatically exercised into shares of common stock.
Shareholders should read carefully the exchange offer and related materials that
the company will be sending out within a reasonable time because they contain
important information, including various risks, terms and conditions to the
exchange offer. Shareholders can obtain the exchange offer and related materials
free at the SEC's Web site at www.sec.gov or from the company's to-be-announced
information agent. Shareholders are urged to carefully read these materials
prior to making any decision with respect to the exchange offer. There is no
assurance that the minimum number of shares of common stock (50%) will be
exchanged.
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The board of directors of HyperDynamics has approved the exchange offer.
However, neither the company nor its board of directors makes any recommendation
to shareholders as to whether to exchange or refrain from exchanging their
shares. Shareholders must make their own decision as to whether to exchange some
or all of their shares. Announcement as to the exchange agent for the exchange
offer is pending.
Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995: The statements contained herein which are not historical are
forward-looking statements that are subject to risks and uncertainties that
could cause actual results to differ materially from those expressed in the
forward-looking statements, including, but not limited to, certain delays beyond
the company's control with respect to market acceptance of new technologies or
products, delays in testing and evaluation of products, and other risks detailed
from time to time in the company filings with the Securities and Exchange
Commission.
Contact:
HyperDynamics Corporation, Houston
Darren-Anthony Lumar, 713/660-9771
[email protected]
or
Stock Enterprises, Inc.
James Stock, 702/614-0003
[email protected]
or
The Money Circle
877/772-2780
[email protected]
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