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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) December 23, 1996
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SOUTHERN MINERAL CORPORATION
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(Exact name of registrant as specified in its charter)
Nevada
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(State or other jurisdiction of incorporation)
0-8043 36-2068676
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(Commission File Number) (IRS Employer Identification No.)
500 Dallas, Suite 2800, Houston, Texas 77002-4708
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (713) 658-9444
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On December 23, 1996, Southern Mineral Corporation, a Nevada
corporation (the "Company"), consummated a sale of 2,500,000 shares of its
common stock, par value $.01 per share ("Common Stock"), at a price of $4.50
per share or an aggregate $11,250,000. The sale was made in a private
placement to institutional and accredited investors for which Morgan Keegan &
Company, Inc. ("MKC") was the placement agent. Net proceeds to the Company
were $10,687,500 after payment to the placement agent of a 5% fee of $562,500.
The Company used the net proceeds to repay outstanding bank debt, and will use
the existing credit facility to fund approximately $6,000,000 of planned
exploration and development activities, pay approximately $100,000 in
third-party offering expenses, and for working capital and general corporate
purposes. As part of MKC's compensation for acting as placement agent, the
Company issued to MKC a warrant exercisable for 120,000 shares of Common Stock
at $4.50 per share until December 23, 2001, subject to certain anti-dilution
adjustments. The Company has agreed to file a shelf registration statement to
cover the resale of the shares of Common Stock sold in the private placement
and underlying MKC's warrant. The Company has agreed to indemnify the selling
stockholders including MKC, and also to indemnify MKC in its capacity as
placement agent, against certain liabilities, including liabilities under the
federal securities laws, and to contribute to payments that they may be
required to make in respect thereof.
This summary is qualified by reference to the placement agent
agreement between the Company and MKC, Stock Purchase Agreement between the
Company and the purchasers in the offering, and the Warrant issued to MKC,
copies of which are filed herewith as exhibits.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
Inapplicable.
(b) Pro Forma Financial Information.
Inapplicable.
(c) Exhibits.
2.1 Agreement between Southern Mineral Corporation and
Morgan Keegan & Company, Inc., dated November 4, 1996
and executed November 6, 1996 (filed herewith).
2.2 Form of Stock Purchase Agreement, dated December 23,
1996, entered into by Southern Mineral Corporation
and the Purchasers identified therein (filed
herewith).
2.3 Form of Warrant, dated December 23, 1996, issued by
Southern Mineral Corporation to Morgan Keegan &
Company, Inc. for up to 120,000 shares of Common
Stock (filed herewith).
99 Press Release of Southern Mineral Corporation dated
December 23, 1996 concerning private placement of
Common Stock on same date (filed herewith).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
December 30, 1996 SOUTHERN MINERAL CORPORATION
By: /s/ James H. Price
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James H. Price,
Vice President--Finance
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INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
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2.1 Agreement between Southern Mineral Corporation and Morgan
Keegan & Company, Inc., dated November 4, 1996 and
executed November 6, 1996 (filed herewith).
2.2 Form of Stock Purchase Agreement, dated December 23,
1996, entered into by Southern Mineral Corporation and
the Purchasers identified therein (filed herewith).
2.3 Form of Warrant, dated December 23, 1996, issued by
Southern Mineral Corporation to Morgan Keegan & Company,
Inc. for up to 120,000 shares of Common Stock (filed
herewith).
99 Press Release of Southern Mineral Corporation dated
December 23, 1996 concerning private placement of Common
Stock on same date (filed herewith).
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