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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A-1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: (Date of earliest event reported):
September 1, 1998
PETROQUEST ENERGY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 1-9020 98-0115468
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
625 E. Kaliste Saloom Road, Suite 400
Lafayette, Louisiana 70508
(Address of Registrant's principal executive offices)
(318) 232-7028
(Registrant's telephone number, including area code)
Optima Petroleum Corporation
#600 595 Home Street
Vancouver, British Columbia V6C2T5
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
Optima Petroleum Corporation, a company originally organized under the
Canada Business Corporation Act (the "Company"), held a special meeting of
shareholders on August 21, 1998 (the "Special Meeting"). The following matters
were acted upon at the Special Meeting and were the subject of a proxy statement
filed by the Company with the Securities and Exchange Commission, which was
mailed to the Company's Shareholders on or about July 20, 1998:
1. The Company's shareholders approved the Plan and Agreement of Merger
by and among the Company, Optima Energy (U.S.) Corporation, a wholly owned
subsidiary of the Company, and Goodson Exploration Company ("Goodson"), NAB
Financial, L.L.C. ("NAB") and Dexco Energy, Inc. ("Dexco"), pursuant to which
the Company acquired 100% of the ownership interests of American Explorer L.L.C.
(the "Merger"), all of which were owned by Goodson, NAB and Dexco. In connection
with the Merger, the Company issued to the owners of Goodson, NAB and Dexco
7,335,001 shares of Company Common Stock (as defined below) and 1,667,001
Contingent Stock Issue Rights (the "CSIR"). The CSIRs entitle the holders to
receive an additional 1,667,001 shares of Company Common Stock at such time as
the trading price for the Company's Common Stock is $5.00 or higher for 20
consecutive trading days.
The shares of Common Stock and CSIRs issued in the Merger were issued
to the following persons, each of whom is an officer and director of the Company
upon completion of the Merger:
CSIRs
-------
Charles T. Goodson 2,567,250 583,450
Alfred J. Thomas II(1) 1,309,298 297,560
Ralph J. Daigle 2,200,500 500,000
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(1) Does not include 487,778 shares and 110,856 CSIRs issued to Mr.
Thomas' spouse and an aggregate of 770,175 shares and 175,035 CSIRs issued to
Mr. Thomas' adult children.
In addition, Robert R. Brooksher, who became a director and Chief Financial
Officer and Secretary of the Company upon completion of the Merger, holds a
three year option to acquire 5% of the shares of Common Stock and CSIRs issued
in connection with the Merger.
2. The shareholders approved the Company's continuation and
domestication from a Canadian corporation to a Delaware corporation (the
"Continuation") and approved the Company's change of name. Subsequent to the
Special Meeting, the Company filed with the Secretary of State of Delaware a
Certificate of Incorporation (the "Certificate of Incorporation") to effectuate
the Continuation pursuant to Section 388 of the Delaware General Corporate law
changing its jurisdiction of incorporation from a Canadian corporation to a
Delaware corporation, changing its name to "PetroQuest Energy, Inc.", and
adopting a new certificate of incorporation.
3. The following individuals were elected by the shareholders as
additional directors of the Company. Upon completion of the Merger, certain of
these individuals will also serve as the executive officers of the Company as
set forth below. William C. Leuschner and Robert L. Hodgkinson will continue to
serve as directors of the Company after the Merger.
Charles T. Goodson -- President, Chief Executive Officer and Director
--
Alfred J. Thomas, II -- Chief Operating Officer and Director
--
Ralph J. Daigle -- Senior Vice President-Exploration and Director
--
Robert R. Brooksher -- Chief Financial Officer, Secretary and Director
--
Daniel G. Fournerat -- Director
--
4. The shareholders approved a new stock option plan covering 1,800,000
shares of Common Stock, and approved the amendment of 465,000 currently
outstanding options to change their exercise price and expiry date and the
cancellation of all other options outstanding under the Company's prior stock
option plans.
5. The shareholders approved the acquisition of a 5% working interest
in an oil and gas prospect.
As a result of the Merger, the Company's Common Stock will continue to
be listed and traded on the Toronto Stock Exchange and the NASDAQ National
Market. However, the Company's Common Stock will now trade under the symbols
"PQU" and "PQUE", respectively. The Company has also relocated its principal
executive offices to Lafayette, Louisiana. The Company's new address and
telephone number is:
625 E. Kaliste Saloom Road, Suite 400
Lafayette, Louisiana 70508
(318) 232-7028
Pursuant to the new Certificate of Incorporation, the authorized
capital stock as of the Merger consists of 75,000,000 shares of common stock,
par value $0.001 per share (the "Common Stock"), and 5,000,000 shares of
preferred stock, par value $0.001 per share (the "Preferred Stock"). At the time
of the Merger, there will be 18,337,347 shares of issued and outstanding Common
Stock, and no shares of Preferred Stock will be outstanding.
The following is a description of the Company's capital stock.
COMMON STOCK. Each share of Common Stock is entitled to one vote in any
matter submitted for a vote to the holders of the capital stock of the Company.
The Common Stock does not have cumulative voting rights. Subject to the superior
rights of any series of Preferred Stock, the holders of Common Stock may receive
dividends if, when and as declared by the Board of Directors of the Company (the
"Board of Directors") and, upon liquidation of the Company, are entitled to all
assets remaining after the satisfaction of liabilities. The Common Stock has no
preemptive or other subscription rights.
PREFERRED STOCK. The Board of Directors is empowered, without the
approval of the stockholders, to authorize the issuance of Preferred Stock in
one or more series, to establish the number of shares included in each series,
and to fix the relative rights, powers, preferences and limitations of each
series. As a result, the Board of Directors has the power to afford the holders
of any series of Preferred Stock greater rights, powers, preferences and
limitations than the holders of Common Stock. The ability of the Board of
Directors to establish the rights, powers, preferences and limitations and to
issue Preferred Stock could be used as an anti-takeover device.
Following the Continuation, the Common Stock of the successor Delaware
company is deemed to be registered under Section 12(g) of the Securities
Exchange Act of 1934, as amended, by virtue of the operation of Rule 12g-3 of
the General Rules and Regulations thereunder.
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SIGNATURE
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 thereunto duly authorized.
Date: December 10, 1999
PETROQUEST ENERGY, INC.
(formerly Optima Petroleum Corporation)
By: /s/ ROBERT R. BROOKSHER
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Robert R. Brooksher, Chief Financial
Officer and Secretary