1
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
April 26, 1999
Date of Report
(Date of earliest event reported)
BARGO ENERGY COMPANY
(Exact name of small business issuer as specified in its charter)
Texas 0-8609 87-0239185
(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation or organization) Identification No.)
700 Louisiana, Suite 3700
Houston, Texas 77002
(Address of principal executive offices, including zip code)
(713) 236-9792
(Issuer's telephone number, including area code)
Future Petroleum Corporation
2351 West Northwest Highway, Suite 2130
Dallas, Texas 75220
(Former name and former address,
if changed since last report)
2
ITEM 5. OTHER EVENTS
On April 26, 1999 (the "Effective Date"), Bargo Energy Company, a Texas
corporation ("Bargo"), merged with Future Petroleum Corporation, a Utah
corporation ("Future"). Bargo was incorporated under the name FPT Corporation
on January 26, 1999 as a wholly owned subsidiary of Future solely for the
purpose of reincorporating Future in Texas.
The reincorporation occurred pursuant to a merger agreement dated April 6, 1999
entered into between Future and Bargo ("Merger Agreement"). In accordance with
the terms of the Merger Agreement, Future merged into Bargo, with Bargo as the
surviving corporation. On the Effective Date, each of the 22,320,066 shares of
common stock of Future outstanding were converted into one share of Bargo's
common stock and each of the 100,000 shares of preferred stock of Future
outstanding were converted into one share of Bargo preferred stock. The
company's symbol on the OTC Bulletin Board will be changed from FUPT to BARG to
reflect the change in the company's name from Future Petroleum Corporation to
Bargo Energy Company.
The reincorporation merger increased the company's authorized capital stock
from 30,200,000 shares to 125 million shares. The articles of incorporation of
Bargo authorize 125 million shares of capital stock, of which 120 million
shares are common stock and 5 million shares are preferred stock. Future's
articles of incorporation authorized 30 million shares of common stock and
200,000 shares of preferred stock.
The common stock of Future was registered with the Securities and Exchange
Commission pursuant to Section 12(g) of the Securities Exchange Act of 1934
("Exchange Act"). Pursuant to Rule 12g-3(a) under the Exchange Act, the common
stock of Bargo is deemed to be registered under Section 12(g) of the Exchange
Act. This current report constitutes Bargo's assumption of Future's filing
obligations under Section 13 of the Exchange Act.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
Not applicable to this filing.
(b) Pro forma Financial Information.
Not applicable to this filing.
3
(c) Exhibits
The following exhibits are included as part of this report:
EXHIBIT
NUMBER TITLE OF DOCUMENT
- ------------ ---------------------------------------------------------------
2.1 Agreement and Plan of Merger, dated as of April 6, 1999 between
Bargo and Future
3.1 Articles of Incorporation of Bargo Energy Company
3.2 Bylaws of Bargo Energy Company
4.1 Certificate of Designation of Convertible Preferred Stock,
Series A
99.1 Press Release
4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Bargo Energy Company
(Registrant)
/s/ Tim J. Goff
--------------------------------------
Dated: April 26, 1999 By: Tim J. Goff, President
5
EXHIBIT INDEX
EXHIBIT
NUMBER TITLE OF DOCUMENT
- ------------ ---------------------------------------------------------------
2.1 Agreement and Plan of Merger, dated as of April 6, 1999 between
Bargo and Future
3.1 Articles of Incorporation of Bargo Energy Company
3.2 Bylaws of Bargo Energy Company
4.1 Certificate of Designation of Convertible Preferred Stock,
Series A
99.1 Press Release