UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 28, 2005
Magellan Petroleum Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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| 1-5507 | | 06-0842255 |
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| (Commission File Number) | | (IRS Employer Identification No.) |
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| 10 Columbus Boulevard, Hartford, CT | | 06106 |
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| (Address of Principal Executive Offices) | | (Zip Code) |
860-293-2006
(Registrant’s Telephone Number, Including Area Code)
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 (seeGeneral Instruction A.2. below):
| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 1.01 | | Entry into a Material Definitive Agreement |
On November 28, 2005, the Board of Directors of Magellan Petroleum Corporation (the “Company”) awarded nonqualified stock options (“Options”) to each of the four (4) members of the Company’s Board of Directors, on the following terms:
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| Name | | Shares | | Exercise Price | | Expiration Date |
| Donald V. Basso | | 100,000 shares | | $ | 1.60 | | | Nov. 28, 2015 |
| Timothy L. Largay | | 100,000 shares | | $ | 1.60 | | | Nov. 28, 2015 |
| Walter McCann | | 100,000 shares | | $ | 1.60 | | | Nov. 28, 2015 |
| Ronald P. Pettirossi | | 100,000 shares | | $ | 1.60 | | | Nov. 28, 2015 |
Each of the Options is immediately exercisable in full. Each of the Option Awards is evidenced by an award agreement entered into between the Company and the optionee. A copy of the Company’s form of Nonqualified Stock Option Award Agreement is attached hereto asExhibit 10.1 and is hereby incorporated by reference.
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| Item 9.01 | | Financial Statements and Exhibits |
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| | | (c) | | Exhibits | | |
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| | | | | | 10.1 | | | Form of NonQualified Stock Option Award Agreement. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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| | MAGELLAN PETROLEUM CORPORATION
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| | By: | /s/ Daniel J. Samela | |
| | | Name: | Daniel J. Samela | |
| | | Title: | President, Chief Executive Officer And
Chief Financial Officer | |
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Dated: November 30, 2005
EXHIBIT INDEX
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| Exhibit No. | | Description | | Page No. |
| 10.1 | | Form of NonQualified Stock Option Award Agreement | | | 5 | |
