1 - -------------------------------------------------------------------------------- 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): MARCH 3, 1998 QUEEN SAND RESOURCES, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) STATE OF DELAWARE 0-21179 75-2615565 (STATE OF INCORPORATION) (COMMISSION FILE NO.) (IRS EMPLOYER IDENTIFICATION NO.) 3500 OAK LAWN SUITE 380, LB #31 DALLAS, TEXAS 75219-4398 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (214) 521-9959 NO CHANGE (FORMER NAME OR FORMER ADDRESS, IF CHANGE SINCE LAST REPORT) - -------------------------------------------------------------------------------- 2 ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S. In reliance on Regulation S, promulgated pursuant to the Securities Act of 1933, as amended, on or about March 3, 1998, the Company issued 200,000 shares of its common stock, par value $0.0015 per share, to a European institutional investor for a cash purchase price of $2.50 per share ($500,000 in the aggregate) pursuant to the exercise of 200,000 warrants. The proceeds will be used to acquire certain oil and gas properties. 2 3 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. QUEEN SAND RESOURCES, INC. Date: March 5, 1998 By: /s/ ROBERT P. LINDSAY ----------------------------------- Name: Robert P. Lindsay Title: Chief Operating Officer and Executive Vice President 3