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 18, 2002
SEVEN SEAS PETROLEUM INC.
(Exact Name of registrant as Specified in its Charter)
Cayman Islands 0-22483 73-468669
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation or Organization) Identification Number)
5555 SAN FELIPE, SUITE 1700, HOUSTON, TEXAS 77056
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (713) 622-8218
Item 5. Other Events
Our Board of Directors recently adopted a preferred shareholder rights plan
to deter coercive takeover tactics and prevent an acquiring person from
attempting to gain control of the Company without dealing fairly with the our
stockholders. The adoption of the rights plan is not in response to any effort
to acquire control of the Company, and we are not aware of any takeover effort.
The principal provisions of the shareholder rights agreement follow:
o Under the plan, the Board declared a dividend distribution of one preferred
share purchase right for each share of the Company's common stock
outstanding on March 27, 2002.
o The rights will be exercisable only if a person or group acquires 15
percent or more of Seven Seas' outstanding common stock, or announces a
tender offer, which, if successful, would result in the ownership by a
person or group of 15 percent of the Company's common stock.
o If a person or group acquires 15 percent or more of the Company's
outstanding common stock, each right will entitle stockholders (other than
the 15 percent acquiring person) to purchase shares of common stock at half
the market price at the time the rights become exercisable. The number of
shares that each right will entitle stockholders to purchase will be
determined by dividing $65 by half the market price of a share of common
stock. For example, if the market price were $5 per share of common stock,
each right would entitle stockholders to purchase 26 shares of common stock
at $2.50 per share.
o If Seven Seas were to be acquired in a merger or other business combination
transaction after a person or group has acquired 15 percent or more of the
Company's outstanding common stock, each right would entitle its holders
(other than such person or group) to purchase a number of the acquiring
company's common shares such that the market value of those shares is twice
the exercise price of the right.
o The Board may redeem outstanding rights at a price of $0.01 per right any
time prior to a person or group acquiring ownership of 15 percent or more
of the Company's common stock.
o The Board may amend the terms of the rights without the approval of the
right holders until the rights become exercisable. o The rights will expire
ten years from the date of issue.
Item 7. Financial Statements and Exhibits
(c) Exhibits
4 Designation of Preferred Stock
10 Shareholders Rights Agreement
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.
SEVEN SEAS PETROLEUM INC.
By: LARRY A. RAY
Name: Larry A. Ray
Title: President, Chief Operating Officer,
and Director
Date: March 18, 2002
INDEX TO EXHIBITS
Exhibits No. Description Method of Filing
- ------------ ----------- ----------------
4 Designation of Preferred Stock Filed herewith electronically
10 Shareholders Right Agreement Filed herewith electronically