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
February 17, 1998
VAALCO ENERGY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 000-20928 76-0274813
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
4600 POST OAK PLACE, SUITE 309
HOUSTON, TEXAS 77027
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(713) 623-0801
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
================================================================================
This Report includes "forward looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended ("Exchange Act"). All statements
other than statements of historical fact included in this Report (and the
exhibits hereto), including without limitation, statements regarding the
Company's financial position and estimated quantities and net present values of
reserves, are forward looking statements. Although the Company believes that the
assumptions upon which such forward-looking statements are based are reasonable,
it can give no assurances that such assumptions will prove to have been correct.
Important factors that could cause actual results to differ materially from the
Company's expectations ("Cautionary Statements") are disclosed in the section
"Risk Factors" included in the Company's Forms 10-K and other periodic reports
filed under the Exchange Act, which are herein incorporated by reference. All
subsequent written and oral forward-looking statements attributable to the
Company or persons acting on its behalf are expressly qualified by the
Cautionary Statements.
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not Applicable
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not Applicable
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
Not applicable
ITEM 5. OTHER EVENTS
On February 17, 1998, VAALCO Energy, Inc., a Delaware corporation (the
"Company"), and The 1818 Fund II, L.P., a Delaware limited partnership (the
"Fund"), entered into a Stock Acquisition Agreement and Plan of Reorganization
(the "Agreement"). A description of the Agreement is provided in the Company's
press release dated February 17, 1998, a copy of which is attached hereto as
Exhibit 99.1 and incorporated by reference herein.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
Not applicable
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired
1. To be filed within 60 days after closing pursuant to instructions to
Item 7(a)(4).
(b) Pro forma Financial Information
1
1. To be filed within 60 days after closing pursuant to instructions to
Item 7(a)(4).
(c) Exhibits
EXHIBIT
NUMBER DESCRIPTION
------ -----------
1. Underwriting Agreement*
2. Plan of acquisition, reorganization, arrangement, liquidation
or succession
2.1 Stock Acquisition Agreement and Plan of Reorganization,
dated February 17, 1998, by and among the Company and
the Fund
4. Instruments defining the rights of holders, including
indentures*
16. Letter re change in certifying accountant*
17. Letter on director resignation*
20. Other documents or statements to securityholders*
23. Consents of experts and counsel*
24. Power of attorney*
27. Financial Data Schedule*
99. Additional exhibits
99.1 Company's Press Release, dated February 17, 1998
pertaining to the Agreement
- --------
* Inapplicable to this filing
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
Not applicable
2
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.
VAALCO ENERGY, INC.
March 3, 1998 By: /s/ ROBERT L. GERRY III
Name: Robert L. Gerry III
Title: Chief Executive Officer
3
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------ -----------
1. Underwriting Agreement*
2. Plan of acquisition, reorganization, arrangement, liquidation
or succession
2.1 Stock Acquisition Agreement and Plan of Reorganization,
dated February 17, 1998, by and among the Company and
the Fund
4. Instruments defining the rights of holders, including
indentures*
16. Letter re change in certifying accountant*
17. Letter on director resignation*
20. Other documents or statements to securityholders*
23. Consents of experts and counsel*
24. Power of attorney*
27. Financial Data Schedule*
99. Additional exhibits
99.1 Company's Press Release, dated February 17, 1998
pertaining to the Agreement
- --------
* Inapplicable to this filing
6 4