================================================================================
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) December 1, 2000
CONTANGO OIL & GAS COMPANY
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 000-24971 95-4079863
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3700 BUFFALO SPEEDWAY, SUITE 960
HOUSTON, TEXAS 77098
(Address of principal executive offices)
(713) 960-1901
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
================================================================================
ITEM 5. OTHER EVENTS.
On December 1, 2000, Contango Oil & Gas Company (the "Company")
completed a change of the Company's state of incorporation from Nevada to
Delaware (the "Reincorporation"). The Reincorporation, together with a
two-for-one reverse stock split (the "Reverse Stock Split"), was approved by a
stockholder vote at the Company's annual meeting of stockholders held November
20, 2000. With respect to the discussion below, the Company as incorporated in
Nevada is referred to as "Contango-Nevada" and the Company as reincorporated in
Delaware is referred to as "Contango-Delaware".
The Reincorporation effects only a change in the legal domicile of the
Company and certain other changes of a legal nature. There has been no change in
the name, business, management, fiscal year, assets, liabilities or location of
the principal office of the Company as a result of the Reincorporation. The
directors who served on the Board of Contango-Nevada are now directors of
Contango-Delaware.
The Contango-Delaware Certificate of Incorporation (the "Delaware
Charter") and Bylaws (the "Delaware Bylaws") are attached hereto as EXHIBIT 3.1
and EXHIBIT 3.2, respectively. The Reincorporation includes the implementation
of certain provisions in the Delaware Charter and Delaware Bylaws, which alter
the rights of Stockholders and the powers of management and which, in some
cases, may diminish shareholder participation in important corporate decisions.
The Reincorporation, including the Reverse Stock Split, was effected by
merging Contango-Nevada into a new Delaware corporation that was a wholly-owned
subsidiary of Contango-Nevada (the "Merger"). Upon completion of the Merger,
Contango-Nevada, as a corporate entity, ceased to exist and Contango-Delaware,
the new Delaware corporation, succeeded to the assets and assumed the
liabilities of Contango-Nevada and continued to operate the business of the
Company under its current name, Contango Oil & Gas Company. The Reverse Stock
Split was a function of the Merger of Contango-Nevada into Contango-Delaware and
was consummated in accordance with the Agreement and Plan of Merger (the "Merger
Agreement") attached hereto as EXHIBIT 3.3.
As provided by the Merger Agreement, each of the holders of
Contango-Nevada's common stock, par value $0.04 per share ("Contango-Nevada
Common Stock"), will receive one validly issued, fully paid and non-assessable
share of Contango-Delaware common stock, par value $0.04 per share
("Contango-Delaware Common Stock"), for every two shares of Contango-Nevada
Common Stock that they hold.
Holders of Contango-Nevada's Series A senior convertible cumulative
preferred Stock, par value $0.04 per share ("Contango-Nevada Series A Preferred
Stock"), and the holders of Contango-Nevada's Series B senior convertible
cumulative preferred stock, par value $0.04 per share ("Contango-Nevada Series B
Preferred Stock" and together with Contango-Nevada Series A Preferred Stock, the
"Contango-Nevada Preferred Stock"), will receive one share of the corresponding
series of preferred stock of Contango-Delaware for each share of Contango-Nevada
Preferred Stock that they hold. The authorized shares of preferred stock of
Contango-Delaware includes 5,000 shares designated as Series A senior
convertible cumulative preferred stock, par value $0.04 per share (the
"Contango-Delaware Series A Preferred Stock") and 10,000 Series B senior
convertible cumulative preferred stock, par value $0.04 per share (the
"Contango-Delaware Series B Preferred Stock" and together with the
Contango-Delaware Series A Preferred Stock, the "Contango-Delaware Preferred
Stock"). The holders of Contango-Delaware Series A Preferred Stock and
Contango-Delaware Series B Preferred Stock have substantially identical
-2-
rights and privileges to the holders of Contango-Nevada Series A Preferred Stock
and Contango-Nevada Series B Preferred Stock as set forth in their respective
Certificates of Designations, Preferences, and Relative Rights and Limitations
(the "Certificates of Designations"), attached hereto as EXHIBIT 4.1 and EXHIBIT
4.2, respectively; except, that, as a result of the Reverse Stock Split, each
share of Contango-Delaware Preferred Stock is convertible, at an adjusted
conversion price, into one-half of the number of shares of Common Stock that
would have been received before the Merger.
All other warrants, employee benefit, stock option and employee stock
purchase plans of Contango-Nevada have been assumed and continued by
Contango-Delaware, and each option or right issued by such plans will
automatically be converted into an option or right to purchase one-half of a
share of Contango-Delaware Common Stock for each share of Contango-Nevada Common
Stock that would have been available for purchase under such plans, upon the
same terms and subject to the same conditions (subject to an adjustment of the
exercise price to reflect the Reverse Stock Split).
A copy of the press release issued by Contango-Delaware on December 1,
2000 concerning the Reverse Stock Split is attached hereto as EXHIBIT 99.1 and
is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS
The following is a list of exhibits filed as part of this Form 8-K.
Where so indicated by footnote, exhibits, which were previously filed, are
incorporated by reference.
EXHIBIT NO. DESCRIPTION OF DOCUMENT
- ----------- ------------------------------------------------------------------
3.1 Certificate of Incorporation of Contango Oil & Gas Company, a
Delaware corporation.
3.2 Bylaws of Contango Oil & Gas Company, a Delaware corporation.
3.3 Agreement and Plan of Merger of Contango Oil & Gas Company, a
Delaware corporation, and Contango Oil & Gas Company, a Nevada
corporation.
4.1 Certificate of Designations, Preferences, and Relative Rights and
Limitations of the Series A Senior Convertible Cumulative
Preferred Stock of Contango Oil & Gas Company, a Delaware
corporation.
4.2 Certificate of Designations, Preferences, and Relative Rights and
Limitations of the Series B Senior Convertible Cumulative
Preferred Stock of Contango Oil & Gas Company, a Delaware
corporation.
99.1 Press Release issued December 1, 2000.
-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.
CONTANGO OIL & GAS COMPANY
Date: December 15, 2000 By: /s/ KENNETH R. PEAK
-------------------------------------
Kenneth R. Peak
President and Chief Executive Officer
-4-
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF DOCUMENT
- ----------- ------------------------------------------------------------------
3.1 Certificate of Incorporation of Contango Oil & Gas Company, a
Delaware corporation.
3.2 Bylaws of Contango Oil & Gas Company, a Delaware corporation.
3.3 Agreement and Plan of Merger of Contango Oil & Gas Company, a
Delaware corporation, and Contango Oil & Gas Company, a Nevada
corporation.
4.1 Certificate of Designations, Preferences, and Relative Rights and
Limitations of the Series A Senior Convertible Cumulative
Preferred Stock of Contango Oil & Gas Company, a Delaware
corporation.
4.2 Certificate of Designations, Preferences, and Relative Rights and
Limitations of the Series B Senior Convertible Cumulative
Preferred Stock of Contango Oil & Gas Company, a Delaware
corporation.
99.1 Press Release issued December 1, 2000.
-5-