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): January 11, 2006 (January 9, 2006)
TRANSMERIDIAN EXPLORATION INCORPORATED
(Exact name of registrant as specified in its charter)
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| Delaware | | 000-50715 | | 76-0644935 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
| 397 N. Sam Houston Parkway E., Suite 300, Houston, Texas | | 77060 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (281) 999-9091
Not Applicable
(Former name or former address, if changed since last report)
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On January 9, 2006, Transmeridian Exploration Inc. (“TMEI”), a wholly-owned subsidiary of Transmeridian Exploration Incorporated (the “Company”), completed the acquisition of the 10% carried working interest in the South Alibek Field held by Kornerstone Investment Group, Ltd. (“Kornerstone”). The acquisition was made pursuant to a purchase agreement dated as of December 12, 2005 between TMEI and Kornerstone. The total purchase price under the agreement was $19 million, consisting of $15.25 million in cash paid by TMEI and one million shares of the Company’s common stock valued at $3.75 per share. The shares of the Company’s common stock were issued to Kornerstone pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of 1933.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information contained in Item 1.01 is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 1.01 is incorporated herein by reference.
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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| | | TRANSMERIDIAN EXPLORATION INCORPORATED |
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| Date: January 11, 2006 | | By: | | /s/ Earl W. McNiel
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| | | Name: | | Earl W. McNiel |
| | | Title: | | Vice President and Chief Financial Officer |
