Securities and Exchange Commission
Washington, D.C. 20549
Schedule TO-C
Tender Offer Statement
(Under Section 14(d)(1) or13(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)
With 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.
[ ] 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 cancellation of an
exchange offer by Hyperdynamics Corporation, a Delaware corporation, the
issuer.
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.
EXHIBIT
NUMBER DESCRIPTION
(a)(5) Press Release, dated November 10, 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
________________________________________________________________
(a)(5) Press Release, dated November 10, 2000.
EXHIBIT (a)(5):
HYPERDYNAMICS CANCELS EXCHANGE OFFERING
SETS FOCUS ON ITS FIRST INTEGRATED TECHNOLOGY CENTER
HOUSTON--(BUSINESS WIRE)--Nov. 10, 2000--HyperDynamics Corporation (OTCBB:HYPD -
----
news), the premier Integrated Technology Service Provider (ITSPTM), enabling
----
tomorrow today, announced today that the board of directors of the Company has
decided to cancel the planned Exchange Offering.
Kent Watts, President and CEO for the Company stated that, "Management feels
compelled to focus on the operational success of the Company's first integrated
technology center (ITC) as it expects to move into its new facility next month.
After discussions with major shareholders, and largely due to prevailing market
conditions, it has become evident that the odds of the exchange offering being
completed with a minimum of 50% conversion are very low. Therefore, management
believes it would not be prudent to spend the Company's time and resources
required to complete the offering at this time."
Mr. Watts further stated that, "Under the right conditions in future periods we
may reconsider the exchange offering again."
About HyperDynamics: "Enabling tomorrow today."
Over the last five years, the technology industry has proven out and tested all
manners of service delivery models. Three business models have risen to the top
as the most cost-effective, performance-enhancing, and results-focused. These
are the outsourcing IT services organizations, the Internet Service Providers
(ISPs), and the Application Service Providers (ASPs). HyperDynamics combines all
three delivery models into a single, customer-directed delivery model -- the
Integrated Technology Service Provider or ITSPTM as it has come to be known.
Some of the Company's partnerships and certifications include: Intel, Microsoft,
Citrix, eEnterprise, IBM, Cisco, Network Systems, Great Plains and Extreme
Networks.
HyperDynamics is a fully reporting company with the Securities & Exchange
Commission and trades under the symbol HYPD. The Company's Web site is
http://www.hypd.com.
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Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995: The statements contained herein that 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.
Editors: All other products mentioned in this release are registered trademarks
of their respective holders.
Contact:
HyperDynamics Corporation
Darren-Anthony Lumar, 713/660-9771
Fax: 713/660-9775
E-mail: [email protected]
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or
Stock Enterprises, Inc.
James Stock, 702/614-0003
E-mail: [email protected]
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