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): June 30, 2005
TETON
ENERGY CORPORATION
(Exact
name of registrant as specified in its charter)
|
Delaware
|
001-31679
|
84-1482290
|
|
(State
of incorporation)
|
(Commission
File No.)
|
(IRS
Employer
Identification
No.)
|
410
17th
Street,
Suite 1850
Denver,
CO 80202
(Address
of principal executive offices, including zip code)
(303)
565-4600
(Registrant’s
telephone number, including area code)
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):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications
pursuant to Rule 14d-2(b) under the Exchange Act (17CFR
240.14d-2(b))
o Pre-commencement
communications
pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
Item
2.01 Completion
of an Acquisition or Disposition of Assets.
On
June
30, 2005, Teton Energy Corporation (“we” or the “company”), pursuant to a
purchase and sale agreement previously executed with ATEC Energy Ventures,
LLC
and Apollo Energy, LLC (“ATEC/Apollo”), purchased leasehold interests (together
with the oil and gas wells and wellbores located on the properties) covering
approximately 17,364 acres in the Eastern Denver Julesburg Basin. The properties
purchased by us in this transaction carry a net revenue interest of
approximately 82.3%. This is the third and final tranche of the transaction
with
previous closings that occurred on April 14, 2005, and May 27, 2005,
respectively.
As
previously reported, the Agreement also establishes an Area of Mutual Interest
(“AMI”) for certain properties surrounding the acquired properties. If
additional leases are acquired in the AMI, ATEC/Apollo will be permitted
to
reserve or will be granted a certain overriding royalty interest in such
additional leases.
The
purchase price for the third block of acreage was approximately $277,818
in
cash, the issuance of 39,688 unregistered shares of our common stock, and
the
issuance of warrants to purchase 19,844 shares of our common stock, exercisable
for a period of three years at an exercise price of $1.75 per share. As a
result, the aggregate amount of acreage in the Eastern DJ Basin that we have
acquired in the three closings is approximately 180,671.50 acres, for which
the
Company has paid a total of approximately $2,890,744 and has issued a total
of
412,963 unregistered shares of common stock and warrants to purchase 206,482
shares of common stock.
In
connection with the issuances of the additional shares and warrants in
connection with this closing, we also entered into a registration rights
agreement with ATEC/Apollo whereby we granted ATEC/Apollo certain registration
rights in connection with the shares of our common stock and shares underlying
the warrants issued as part of the purchase price.
Item
3.02 Unregistered
Sales of Equity Securities.
As
part
of the consideration for the purchase of 17,364 acres, on June 30, 2005,
we
issued to ATEC/Apollo 39,688 unregistered shares of our common stock and
warrants to purchase an additional 19,844 shares of common stock at an exercise
price of $1.75 per share, exercisable for a period of three years. This
transaction was not registered under the Securities Act of 1933, as amended
(the
“Act”) in reliance on an exemption from registration under Section 4(2) of the
Act based on the limited number of purchasers, their sophistication in financial
matters, and their access to information concerning the company.
Item
9.01 Financial
Statements and Exhibits.
None.
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.
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|
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| Dated:
July 5, 2005 |
TETON
ENERGY CORPORATION |
|
|
|
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By: |
/s/ Karl
F. Arleth |
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Karl
F. Arleth, |
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Chief
Executive Officer and
President |