SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report: (Date of earliest event reported):
April 21, 2005 (April 15, 2005)
Blue Dolphin Energy Company
(Exact name of registrant as specified in its charter)
Delaware 0-15905 73-1268729
(State of Incorporation) (Commission file Number) (IRS Employer
Identification No.)
801 Travis, Suite 2100
Houston, Texas 77002
(Address of Registrant's principal executive offices)
(713) 227-7660
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On April 15, 2005, Blue Dolphin Energy Company, a Delaware corporation
("Blue Dolphin"), issued 592,589 shares of Common Stock, par value $.01 per
share (the Common Stock"), as a result of the exercise of outstanding warrants.
Additionally, during April 2005, the Company issued 222,702 shares of Common
Stock as a result of the exercise of outstanding Warrants. These warrants were
issued by the Company in September and November 2004. The exercise of the
warrants was accomplished via net exercises, whereby holders surrendered their
right to purchase a portion of the shares of Common Stock. In connection with
the net exercise of warrants, the rights to receive 101,378 shares of Common
Stock were surrendered and the Company issued 815,291 shares of Common Stock
upon exercise. No underwriting discounts or commissions were paid.
The shares of Common Stock issued upon exercise of the warrants and
options were issued by Blue Dolphin in reliance upon the exemption from
registration provided by Section 4(2) of the Securities Act of 1933, as amended,
for transactions by an issuer not involving a public offering.
SIGNATURE
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 thereunto duly authorized.
Date: April 21, 2005.
BLUE DOLPHIN ENERGY COMPANY
/s/ G. Brian Lloyd
---------------------------
By: G. Brian Lloyd
Vice President, Treasurer