================================================================================
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) March 28, 2002
CONTANGO OIL & GAS COMPANY
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 000-24971 95-4079863
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3700 BUFFALO SPEEDWAY, SUITE 960
HOUSTON, TEXAS 77098
(Address of principal executive offices)
(713) 960-1901
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
================================================================================
ITEM 5. OTHER EVENTS
On March 28, 2002, Contango Oil & Gas Company entered into a Securities
Repurchase Agreement with the Southern Ute Indian Tribe to repurchase 2,575,000
shares of Contango common stock owned by the Southern Ute Indian Tribe Growth
Fund for $6,180,000. This share repurchase represents a 22% reduction in
outstanding common shares. The Southern Ute Indian Tribe Growth Fund originally
purchased these securities in a private placement in June and August 2000. In
addition, the Company cancelled a warrant to purchase 125,000 of its common
stock at $2.00 per share and options to purchase 17,500 shares of its common
stock. In connection with these transactions, Robert J. Zahradnik, Director of
Operations of the Southern Ute Indian Tribe Growth Fund and a Contango director,
tendered his resignation as a director to the Company's Board of Directors.
A copy of the press release issued by Contango on March 28, 2002 concerning
the share repurchase is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS
The following is a list of exhibits filed as part of this Form 8-K. Where
so indicated by footnote, exhibits, which were previously filed, are
incorporated by reference.
Exhibit No. Description of Document
- ----------- -----------------------
10.1 Securities Repurchase Agreement by and among Southern Ute Indian
Tribe and Contango Oil & Gas Company dated March 28, 2002.
99.1 Press Release issued March 28, 2002.
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.
CONTANGO OIL & GAS COMPANY
Date: April 3, 2002 By: /s/ KENNETH R. PEAK
-------------------
Kenneth R. Peak
President and Chief Executive Officer
Date: April 3, 2002 By: /s/ LESIA BAUTINA
------------------
Lesia Bautina
Controller
(Principal Accounting Officer)
3