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) OCTOBER 27, 2004
GALAXY ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
COLORADO 0-32237 98-0347827
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
1331 - 17TH STREET, SUITE 730, DENVER, COLORADO 80202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 293-2300
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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
On October 27, 2004, Galaxy Energy Corporation ("Galaxy") issued Senior Secured
Convertible Notes in the aggregate principal amount of $5,000,000, This was the
second tranche of a financing pursuant to a Securities Purchase Agreement of
August 19, 2004 with several accredited investors (the "Investors"), in which
Galaxy agreed to sell, and the Investors agreed to purchase in the aggregate, up
to $20,000,000 principal amount of Senior Secured Convertible Notes and
three-year warrants to purchase 5,194,806 shares of common stock at $1.54 per
share. The first tranche of the financing for $15,000,000 was completed on
August 19, 2004. The notes are secured by a security interest in all of the
assets of Galaxy and its subsidiaries. The notes may be converted by the holders
into shares of common stock at a price of $1.87 per share.
Galaxy will use the net proceeds from the financing for its coal bed methane
development program in the Powder River Basin of Wyoming.
Galaxy has filed a registration statement with the Securities and Exchange
Commission in order to register the resale of the shares issuable upon
conversion of the notes and the shares issuable upon exercise of the warrants.
This summary description of the financing described by the agreements does not
purport to be complete and is qualified in its entirety by reference to the form
of the agreements and other documents that were filed as Exhibits to a Form 8-K
filed August 20, 2004.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits:
REGULATION
S-B NUMBER DOCUMENT
10.1 Securities Purchase Agreement dated August 19, 2004 between
Galaxy Energy Corporation and the Buyers named therein*
10.2 Form of Initial Note*
10.3 Form of Conditional Note*
10.4 Form of Common Stock Purchase Warrant*
10.5 Registration Rights Agreement dated August 19, 2004 between
Galaxy Energy Corporation and the Buyers named therein*
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REGULATION
S-B NUMBER DOCUMENT
10.6 Security Agreement dated August 19, 2004 among Galaxy Energy
Corporation, Dolphin Energy Corporation, and Pannonian
International, Ltd. and Promethean Asset Management L.L.C. a
Delaware limited liability company, in its capacity as
collateral agent for the Lender*
10.7 Guaranty dated August 19, 2004 by Dolphin Energy Corporation and
Pannonian International, Ltd. in favor of Promethean Asset
Management L.L.C. in its own behalf and in its capacity as agent
for the benefit of the Buyers*
10.8 Form of Mortgage*
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* Filed as exhibits to the registrant's current report on Form 8-K, filed August
20, 2004.
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.
GALAXY ENERGY CORPORATION
October 27, 2004 By: /s/ MARC E. BRUNER
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Marc E. Bruner, President
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