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
July 1, 2004
------------------------------------------------
Date of Report (Date of earliest event reported)
OCEANIC EXPLORATION COMPANY
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-6540 84-0591071
- ---------------------------- ------------------------ -------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
7800 East Dorado Place, Suite 250, Englewood, Colorado 80111
------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(303) 220-8330
-------------------------------
(Registrant's telephone number,
including area code)
ITEM 5. OTHER EVENTS.
On April 21, 2004, Oceanic Exploration Company filed a Registration Statement on
Form SB-2 with the Securities and Exchange Commission registering shares of
common stock to be issued to stockholders pursuant to a rights offering. Under
the terms of the rights offering, the Company offered the holders of its common
stock the rights to subscribe for additional shares at a purchase price of $.22
per share on the basis of .3161043 shares of common stock for each share held as
of May 28, 2004. A total of 9,772,728 shares of common stock were offered to all
stockholders. The Registration Statement was declared effective on June 1, 2004
and copies of the corresponding prospectus and subscription documents were
subsequently mailed to stockholders.
The rights to purchase common stock expired on July 1, 2004. The following
subscriptions were accepted by the Company, which resulted in gross proceeds of
$2,150,000:
o 8,986,643 shares of common stock, at an aggregate purchase price of
$1,977,061, pursuant to the basic subscription rights, and
o 786,084 shares of common stock, at an aggregate purchase price of
$172,938, pursuant to the over-subscription privilege.
The Company also received, but did not accept, subscriptions for an additional
918,352 shares of common stock pursuant to the over-subscription privilege. The
$202,060 received by the Company as a result of these unaccepted subscriptions
will be returned to the subscribing shareholders within 15 business days after
the expiration date of the rights offering.
8,793,224 shares of common stock were purchased by NWO Resources, Inc. in the
rights offering pursuant to the basic subscription rights and the
over-subscription privilege. At the completion of the rights offering, NWO
Resources, Inc. ownership increased from 82.4% to 84.2%.
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.
OCEANIC EXPLORATION COMPANY
Date: July 9, 2004 By: /s/ Courtney Cowgill
-----------------------
Courtney Cowgill
Chief Financial Officer