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) JULY 13, 2001
GASCO ENERGY, INC.
(Exact name of registrant as specified in its charter)
NEVADA 0-26321 98-0204105
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
14 INVERNESS DRIVE EAST, BUILDING H, SUITE 236, ENGLEWOOD, COLORADO 80112
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 483-0044
NOT APPLICABLE
(Former name or former address, if changed since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
First Ecom.com, Inc. ("FECC") has acquired Series A Preferred Stock of
Gasco Energy, Inc. ("Gasco") for $19,000,000. The Preferred Stock is
convertible into 9,500,000 shares of Gasco Common Stock, has no fixed
dividend rate and is entitled to a nominal liquidation preference. The
Preferred Stock is entitled to vote along with the Gasco common stock
and, for so long as at least half of the Preferred Stock remains
outstanding, is entitled to 26% of the combined voting power of all the
common stock and preferred stock. The Preferred Stock is also entitled
to vote as a class on certain matters. Gasco may redeem the Preferred
Stock after August 31, 2006 provided the Gasco common stock is trading
at $2.00 per share or higher.
The Stock Purchase Agreement pursuant to which FECC acquired the
Preferred Stock contained customary representations and warranties
regarding the validity of the Preferred Stock, the organization of
Gasco, Gasco's capital structure, the presence of necessary consents,
the truthfulness of Gasco's SEC filings, compliance with laws, absence
of unrecorded liabilities, litigation and environmental problems, title
to Gasco's assets and the composition of Gasco's board of directors.
FECC made the usual representations to assure Gasco that an exemption
from registration was available. Gasco agreed to deliver financial
information to FECC, use the proceeds from the Preferred Stock for
certain purposes, place a FECC designee on the Gasco board of directors
and register the common stock issuable upon conversion of the Preferred
Stock for resale. FECC agreed not to transfer the Preferred Stock or
the common stock issuable upon exercise thereof for three years except
under certain circumstances and except for 10% of such common stock per
year. If FECC elects to sell under the 10% exception, it has given
Gasco a right of first refusal on those sales. FECC also agreed to
place a person designated by Gasco on FECC's board of directors. Two
stockholders of Gasco have agreed to vote for FECC's designee as a
director, have granted FECC rights to participate in sales of Gasco
stock by them and have agreed not to form a group with any other person
under certain circumstances.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
2
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
Pursuant to General Instruction F., the registrant incorporates by
reference the information contained in the press release filed as
Exhibit 99.1 to this Form 8-K.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired: Not applicable.
(b) Pro forma financial information: Not applicable.
(c) Exhibits:
REGULATION
S-K NUMBER DOCUMENT
99.1 Press release dated July 13, 2001
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
ITEM 9. REGULATION FD DISCLOSURE
Not applicable.
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.
GASCO ENERGY, INC.
July 13, 2001 By: /S/ W. KING GRANT
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W. King Grant
Chief Financial Officer