UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 30, 2003
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Date of Report (Date of earliest event reported)
OCEANIC EXPLORATION COMPANY
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(Exact name of Registrant as specified in its charter)
Delaware 0-6540 84-0591071
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(State or other jurisdiction (Commission File Number) (IRS Employer ID No.)
of Incorporation)
7800 East Dorado Place, Suite 250, Englewood, Colorado 80111
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(Address of principal executive offices) (zip code)
(303) 220-8330
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(Registrant's telephone number,
including area code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 30, 2003, Oceanic Exploration Company ("Oceanic") sold the
assets comprising its Alliance Staffing Division, dba Alliance Employment
Solutions ("Alliance") to Cordillera Corporation ("Cordillera"). The assets sold
include all furniture and equipment used by Alliance as well as Alliance's
accounts receivable, customer contracts, trade name and other intangibles. At
the closing, Cordillera paid approximately $495,000 in cash for the purchase of
Alliance, valued at the net book value of Alliance at the close of business on
June 30, 2003. Cordillera is obligated to pay additional amounts to Oceanic
calculated as 25% of Alliance's cumulative after-tax earnings through the period
ending June 30, 2005. A combined federal and state income tax rate of 40% is
assumed for the after-tax calculation.
Cordillera is a related company having some common elements of control
with Oceanic. Cordillera is principally owned by Tenaya Corporation which is
controlled by Mr. James Neal Blue. Mr. Blue also serves as chairman of the Board
of Directors and as president of Cordillera. In addition, Mr. Blue serves as
chairman of the Board of Directors of Oceanic and is an "interested director"
with respect to the sale of assets from Oceanic to Cordillera. Other Oceanic
Board members who may be deemed to be "interested directors" due to their
relationships with Mr. Blue and Mr. Blue's affiliates are Mr. Charles N. Haas
and Dr. John L. Redmond.
The sale was approved at a special meeting of the Board of Directors of
Oceanic on June 16, 2003. All of Oceanic's directors who are not "interested
directors" approved the sale after a review of the ongoing financial losses of
Alliance and its negative impact on Oceanic's cash flow.
A copy of the Agreement of Purchase and Sale of Assets is attached
hereto as Exhibit 1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements
Not applicable
(b) Unaudited Pro Forma Consolidated Financial Information to be filed on
Form 8ka on or before September 15, 2003.
(c) Exhibits
1. Agreement of Purchase and Sale of Assets
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 thereunto duly authorized.
OCEANIC EXPLORATION COMPANY
By: /s/ Charles N. Haas
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Charles N. Haas
President
EXHIBIT INDEX
Exhibit No. Description
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1. Agreement of Purchase and Sale of Assets