UNITED STATES 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):November 17, 2005
GASCO ENERGY, INC.
(Exact name of registrant as specified in its charter)
| | | | | |
| Nevada | | 0-26321 | | 98-0204105 |
(State or other jurisdiction of
incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| | | |
| 8 Inverness Drive East, Suite 100, Englewood, Colorado | | 80112 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code(303) 483-0044
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events
On November 17, 2005, Gasco Energy, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) for the public offering of 12,500,000 shares of its common stock, $.0001 par value (“Common Stock”), and up to 1,875,000 additional shares of Common Stock to cover over-allotments, if any. A copy of the Underwriting Agreement is filed as Exhibit 1.1 hereto. Closing of the issuance and sale of the shares of Common Stock is scheduled for November 23, 2005.
On November 18, 2005, the Company filed with the Securities and Exchange Commission a prospectus supplement, dated November 17, 2005, to the accompanying base prospectus, dated November 1, 2005, included in the Company’s registration statement on Form S-3 (Registration No. 333-128547), as amended. The prospectus supplement was filed pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, in connection with the above described offering. An opinion of counsel related to such registration statement and the offering is filed as Exhibit 5.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Other Exhibits
(c) Exhibits.
| | 1.1 | | Underwriting Agreement dated November 17, 2005, among Gasco Energy, Inc., J.P. Morgan Securities Inc., First Albany Capital Inc., Jefferies & Company, Inc. and Petrie Parkman & Co., Inc. |
| |
| | 5.1 | | Opinion of Dill Dill Carr Stonbraker & Hutchings, P.C. |
| |
| | 23.1 | | Consent of Dill Dill Carr Stonbraker & Hutchings, P.C. (included in Exhibit 5.1 hereto). |
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.
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| | | | | GASCO ENERGY, INC. | | |
| | | | | | | | | |
| November 21, 2005 | | | | By: | | /s/ W. King Grant | | |
| | | | | | | | | |
| | | | | | | W. King Grant
Executive Vice President and
Chief Financial Officer | | |
EXHIBIT INDEX
| | | |
| Exhibit | | |
| Number | | Exhibit Description |
| 1.1 | | Underwriting Agreement dated November 17, 2005, among Gasco Energy, Inc., J.P. Morgan Securities Inc., First Albany Capital Inc., Jefferies & Company, Inc. and Petrie Parkman & Co., Inc. |
| | | |
| 5.1 | | Opinion of Dill Dill Carr Stonbraker & Hutchings, P.C. |
| | | |
| 23.1 | | Consent of Dill Dill Carr Stonbraker & Hutchings, P.C. (included in Exhibit 5.1 hereto). |
