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
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Date of report (Date of earliest event reported)
April 13, 2005
VTEX Energy, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Nevada
(State or Other Jurisdiction of Incorporation)
000-22661 76-0582614
(Commission File Number) (IRS Employer Identification No.)
8303 Southwest Freeway, Suite 950
Houston, Texas 77074
(Address of Principal Executive Offices and Zip code)
(713) 773-3284
(Registrant's Telephone Number, Including Area Code)
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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 (see General Instruction A.2 below):
[ ] Written communications 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 8.01 Other Events.
On April 13, 2005, VTEX Energy, Inc. (VTEX) entered into a letter of intent
to acquire Viking International Petroleum, plc (Viking). Viking is a UK
registered company with offices in London, which owns a 26% interest in the
North Yorkshire gas project (an extension of the Southern North Sea Gas Basin
onshore) through its shareholding in Viking Petroleum UK Limited. The properties
include licenses covering approximately 100,000 acres onshore including, four
proved producing fields with over 21 Bcf of proved natural gas reserves, two
proved undeveloped fields with over 26 Bcf of proved natural gas reserves and
additional seismically mapped low risk exploration potential. This acquisition
is subject to the execution of a definitive Purchase and Sale agreement and
finalized appropriate financing agreements.
Item 9.01 Financial Statements and Exhibits.
The following document is filed as an exhibit to this report:
Exhibit 10.1: Letter of Intent between VTEX Energy, Inc. and Viking
International Petroleum, plc, executed as of April 13, 2005
Exhibit 99.1: Press release dated 4/20/05.
SIGNATURE
In accordance with Section 12 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.
VTEX ENERGY, INC.
Date: April 20, 2005 By: /s/ Randal B. McDonald, Jr.
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Randal B. McDonald, Jr.
Chief Financial Officer
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Exhibit 10.1
April 12, 2005
PRIVATE AND CONFIDENTIAL AND SUBJECT TO CONTRACT
Mr. Grant G. Emms, Chief Executive Viking International Petroleum, plc
Brookfield House 44 Davies Street
London W1K 5JA, UK
Dear Mr. Emms:
This letter when executed by you will constitute our agreement to negotiate the
terms of the proposed purchase by VTEX Energy, Inc. ("VTEX") of all the
outstanding shares of Viking International Petroleum, plc ("Viking") from
Viking's current shareholders ("Shareholders"). The terms and conditions of any
agreement for such purchase shall be set forth in a definitive agreement to be
negotiated and entered into by VTEX and the Shareholders (or in an offer
document constituting an offer by VTEX to such Shareholders if required for
regulatory reasons) and prior to execution of any such agreement or despatch of
any such offer document neither party to this letter shall be bound to do any
act or thing other than to negotiate in good faith until such agreement is
executed or offer document despatched. If no agreement is executed by VTEX and
the Shareholders or offer document despatched prior to July 1, 2005, this
agreement shall terminate.
This letter and the ensuing negotiations and due diligence reviews shall be
maintained in strict confidence by both parties although public disclosure of
this agreement may be deemed necessary by VTEX in which case VTEX shall to the
extent reasonably practicable seek to agree the form and content of any such
disclosure with you in advance of its release.
This letter does not constitute a legal offer or an intention to make an offer
to the Shareholders.
If this letter correctly sets forth our intent, please execute it in the space
provide below.
Very truly yours, Accepted and Agreed this day of April, 2005
VTEX ENERGY, INC. VIKING INTERNATIONAL PETROLEUM, plc
Stephen Noser ______________________________________
President Grant G. Emms, Chief Executive
Exhibit 99.1
FOR IMMEDIATE RELEASE
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VTEX ANNOUNCES LETTER OF INTENT TO ACQUIRE VIKING INTERNATION PETROLEUM, PLC
AND FILING OF THIRD QUARTER REPORT
HOUSTON - April 20, 2005 - VTEX Energy, Inc. (OTC Bulletin Board: VXEN)
announced it has entered into a letter of intent to acquire Viking International
Petroleum, plc ("Viking"). Viking is a UK registered company with offices in
London, which owns a 26% interest in the North Yorkshire gas project (an
extension of the Southern North Sea Gas Basin onshore) through its shareholding
in Viking Petroleum UK Limited. The properties include licenses covering
approximately 100,000 acres onshore including, four proved producing fields with
over 21 Bcf of proved natural gas reserves, two proved undeveloped fields with
over 26 Bcf of proved natural gas reserves and additional seismically mapped low
risk exploration potential. This acquisition is subject to the execution of a
definitive Purchase and Sale Agreement and finalized appropriate financing
agreements.
"It is anticipated that these properties will be retained in Viking which will
become a wholly owned subsidiary of VTEX," said Stephen Noser, President of
VTEX. "In addition, the current senior management of Viking will remain and
continue to oversee the foreign operations, as well as provide assistance with
VTEX's domestic activities. I am especially pleased to be working with Mr. Grant
Emms who has over twenty-nine years of industry experience both foreign and
domestic."
"I look forward to working with the VTEX team and am excited about the potential
of VTEX's U.S. domestic natural gas reserve base," said Grant Emms, Chief
Executive of Viking whose international exploration and production experience
includes a combined sixteen years of senior level experience with Canadian
Occidental Petroleum, Ltd. and AMOCO Production Company.
VTEX also announced the filing of its third quarter results on Form 10-QSB. The
results previously announced were modified in the review process to reflect a
loss for the nine months ended January 31, 2005 of $1,679,000 ($0.25 per share)
as opposed to $1,594,000 loss ($0.24 per share) previously announced. During the
third quarter ended January 31, 2005, the Company expensed $215,000 relating to
the fair value of warrants issued for an option to purchase oil and natural gas
properties which was not exercised; approximately $157,000 amortization of
deferred loan costs paid in stock and warrants; and $146,000 in stock issued for
services in connection with short term debt and other financing activities for
an approximate total of $518,000 non-cash expenses. In addition, during the
third quarter the Company expensed $156,744 in costs associated with a proposed
private placement offering which was abandoned. The Company's stock has now
returned to trading under the symbol VXEN.
VTEX Energy, Inc. is a Houston based, independent energy company, engaged in the
acquisition, development and production of oil and natural gas reserves. The
Company currently has two properties, Bateman Lake Field located in St. Mary's
Parish, Louisiana, and Mustang Island Field located offshore Kleberg County,
Texas.
This press release includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934. The information in this news release includes
certain forward-looking statements that are based upon assumptions that in the
future may prove not to have been accurate and are subject to significant risks
and uncertainties, including statements as to the future performance of the
company. Although the Company believes that the expectations reflected in its
forward-looking statements are reasonable, it can give no assurance that such
expectations or any of its forward-looking statements will prove to be correct.
Factors that could cause results to differ include, but are not limited to,
successful performance of internal plans, product development acceptance, and
the impact of competitive services and pricing and general economic risks and
uncertainties.
For more information contact investor relations:
VTEX Energy, Inc. at 713-773-3284.