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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
Date of Report (Date of earliest event reported) May 29, 2007
GASCO ENERGY, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or Other Jurisdiction of Incorporation)
0-26321 98-0204105
(Commission File Number) (I.R.S. Employer Identification No.
8 Inverness Drive East, Suite 100
Englewood, Colorado 80112
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (303) 483-0044
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:
|X| 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))
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Item 1.01 Entry into a Material Definitive Agreement
On May 29, 2007, Gasco Energy, Inc. ("Parent"), a Nevada corporation, and Brek
Energy Corporation ("Company") a Nevada corporation, entered into that certain
Second Amendment to Agreement and Plan of Merger, by and among Parent and the
Company, amending that certain Agreement and Plan of Merger by and among the
Parent, the Company and Gasco Acquisition, Inc., a Nevada corporation and a
wholly owned subsidiary of Parent, dated September 20, 2006, as amended by that
certain First Amendment to Agreement and Plan of Merger dated January 31, 2007
(collectively, the "Merger Agreement").
The Second Amendment amends the Merger Agreement by changing the Optional
Termination Date (as defined in the Merger Agreement) from May 31, 2007 to
October 31, 2007.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is filed as part of this Current
Report on Form 8-K:
2.1 Second Amendment to Agreement and Plan of Merger, dated May
29, 2007, by and among Gasco Energy, Inc. and Brek Energy
Corporation.
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.
GASCO ENERGY, INC.
By: /s/ W. King Grant
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Name: W. King Grant
Title: Executive Vice President and
Chief Financial Officer
Date: May 29, 2007
EXHIBIT INDEX
2.1 Second Amendment to Agreement and Plan of Merger, dated May 29, 2007, by
and among Gasco Energy, Inc. and Brek Energy Corporation.