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): January 31, 2006 (January 27,
2006)
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 80202-4921
(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
1.01 Entry
Into A Material Definitive Agreement
On
January 27, 2006, Teton Energy Corporation (“we,” “our,” or the “Company”)
closed on the previously announced Acreage Earning Agreement (the “Agreement”)
with Noble Energy, Inc. (“Noble”) that will, if fulfilled, enable Noble to
acquire an undivided 75% working interest in leases that cover approximately
182,000 net acres, which constitute our Eastern Denver-Julesburg Basin (“DJ
Basin”) project.
Under
the
terms of the Agreement, Noble will earn the 75% working interest in the DJ
Basin
project by (1) the payment of $3 million; and (2) the drilling and completion
of
20 wells on or before March 1, 2007, with a minimum of 10 wells to be drilled
and completed by December 31, 2006. In the event Noble fails to complete the
minimum wells called for by each of these milestones, its right to drill
additional oil and gas wells will terminate; however, Noble will retain an
interest in the wells drilled, but without the right to drill additional wells
on the portion of the drilled lease so assigned. At closing, Noble paid us
$2.7
million, representing the balance of funds due under the Agreement. In addition,
at closing we entered into three joint operating agreements naming Noble as
the
operator for various complexes in the acreage. Noble Energy will pay 100% of
the
costs of the initial 20 wells and will receive 75% of the net revenues during
such period. Upon completion of the first 20 wells, we will split all costs
associated with future drilling according to each party’s working interest
percentage, or 75% to Noble and 25% to Teton.
Teton’s
DJ Basin project is located in western Nebraska, along the Nebraska-Colorado
border. We acquired the acreage in a series of transactions between April and
June 2005. The parties initially plan to concentrate drilling efforts on the
Niobrara formation.
Item
2.01 Completion of Acquisition or Disposition of Assets.
On
January 27, 2006, Teton Energy Corporation (“we,” “our,” or the “Company”)
closed on the previously announced Acreage Earning Agreement (the “Agreement”)
with Noble Energy, Inc. (“Noble”) that will, if fulfilled, enable Noble to
acquire an undivided 75% working interest in leases that cover approximately
182,000 net acres, which constitute our Eastern Denver-Julesburg Basin (“DJ
Basin”) project.
Under
the
terms of the Agreement, Noble will earn the 75% working interest in the DJ
Basin
project by (1) the payment of $3 million; and (2) the drilling and completion
of
20 wells on or before March 1, 2007, with a minimum of 10 wells to be drilled
and completed by December 31, 2006. In the event Noble fails to complete the
minimum wells called for by each of these milestones, its right to drill
additional oil and gas wells will terminate; however, Noble will retain an
interest in the wells drilled, but without the right to drill additional wells
on the portion of the drilled lease so assigned. At closing, Noble paid us
$2.7
million, representing the balance of funds due under the Agreement. In addition,
at closing we entered into three joint operating agreements naming Noble as
the
operator for various complexes in the acreage. Noble Energy will pay 100% of
the
costs of the initial 20 wells and will receive 75% of the net revenues during
such period. Upon completion of the first 20 wells, we will split all costs
associated with future drilling according to each party’s working interest
percentage, or 75% to Noble and 25% to Teton.
Teton’s
DJ Basin project is located in western Nebraska, along the Nebraska-Colorado
border. We acquired the acreage in a series of transactions between April and
June 2005. The parties initially plan to concentrate drilling efforts on the
Niobrara formation.
Item
7.0 Regulation FD Disclosure.
On
January 27, 2006, Teton Energy Corporation (“we,” “our,” or the “Company”)
closed on the previously announced Acreage Earning Agreement (the “Agreement”)
with Noble Energy, Inc. (“Noble”) that will, if fulfilled, enable Noble to
acquire an undivided 75% working interest in leases that cover approximately
182,000 net acres, which constitute our Eastern Denver-Julesburg Basin (“DJ
Basin”) project. See Items 1.01 and 2.01 for further details.
Item
8.01 Other Events.
On
January 27, 2006, Teton Energy Corporation (“we,” “our,” or the “Company”)
closed on the previously announced Acreage Earning Agreement (the “Agreement”)
with Noble Energy, Inc. (“Noble”) that will, if fulfilled, enable Noble to
acquire an undivided 75% working interest in leases that cover approximately
182,000 net acres, which constitute our Eastern Denver-Julesburg Basin (“DJ
Basin”) project. See Items 1.01 and 2.01 for further details.
A
press
release announcing the closing of the Agreement is attached hereto as Exhibit
99.1.
Item
9.01 Financial
Statements and Exhibits.
| |
(c)
Exhibits.
|
|
| |
|
|
| |
Exhibit
No.
|
Description
|
| |
|
|
| |
99.1
|
Press
Release dated January 31, 2006.
|
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.
| |
|
|
| Dated:
January 31, 2006 |
TETON
ENERGY CORPORATION |
|
|
|
| |
By: |
/s/ Karl
F.
Arleth |
| |
Karl
F. Arleth,
Chief
Executive Officer and
President
|
| |
Title |
INDEX
TO EXHIBITS
|
Exhibit
No.
|
Exhibit
|
| |
|
|
99.1
|
Press
Release of Teton Energy Corporation dated January 31,
2006.
|