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 31, 2002
VENUS EXPLORATION, INC.
(Exact name of registrant specified in its charter)
Delaware
(State of incorporation)
0-14334 13-3299127
(Commission File Number) (IRS Employer Identification No.)
1250 N.E. LOOP 410
SUITE 205
SAN ANTONIO, TEXAS 78209
(Address of Registrant's principal executive offices)
Registrant's telephone number, including area code: (210) 930-4900
Not Applicable
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
Venus Exploration, Inc. (the "Company") has entered into a loan
agreement for a new $2,000,000 Revolving Credit Facility provided by San
Antonio-based The Frost National Bank ("Frost") on May 31, 2002. The one-year
facility will mature on May 31, 2003, and is secured by a first lien mortgage on
all of the Company's presently producing oil and gas properties, as well as
limited personal guaranties provided by certain individuals acceptable to Frost,
including certain directors of the Company. The Company is using the proceeds
from the facility primarily to pay off outstanding loans from a creditor and the
Company's prior bank lender. The facility bears interest at the bank's prime
rate plus 200 basis points. The facility contains usual and standard covenants
such as debt and lien restrictions, dividend and distribution prohibitions and
financial statement reporting requirements.
Seven individuals (the "Guarantors"), including Company directors
Eugene L. Ames, Jr., John Y. Ames, James W. Gorman and Michael E. Little who
provided guaranties for an aggregate of 35% of the loan amount, agreed to
provide limited personal guaranties to support the loan to the Company. As
required by Frost, each individual was required to guarantee up to 125% of his
individual share of the total loan amount. In consideration of their agreement
to provide the guaranties, the Company granted to the Guarantors,
proportionately in accordance with the amount of their respective guaranties,
(i) warrants to acquire an aggregate of 1,000,000 shares of the Company's Common
Stock, and (ii) interests in an overriding royalty pool, ranging from 0.25% to
1.00%, on certain prospects being developed by the Company. The exercise price
for the warrants was based upon the average closing price of the Company's
Common Stock for the 30-day period prior to the closing date, which resulted in
an exercise price of $0.40 per share. Guarantors were also provided with a
second lien mortgage in the properties pledged to Frost and first lien mortgages
in other properties of the Company as security in the event that they are
required to perform pursuant to the guaranties provided to Frost.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS
a. Financial Statement of Business Acquired
None.
b. Pro Forma Financial Information
None.
c. Exhibits
Number Document
4.1 Form of Guarantor Warrant.
10.1 Amendment and Restatement of Loan Agreement dated as of May 30, 2002
SIGNATURE
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.
Date: June 19, 2002 VENUS EXPLORATION, INC.
BY: /s/ John Y. Ames
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John Y. Ames
Chief Operating Officer