Current Report Filing (8-k)
13 Octubre 2017 - 4:17PM
Edgar (US Regulatory)
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):
October 6
, 2017
HYPERDYNAMICS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
001-32490
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87-0400335
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(Commission File Number)
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(IRS Employer Identification
No.)
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12012 Wickchester Lane, Suite 475
Houston, Texas 77079
(Address of principal executive offices,
including Zip Code)
(713) 353-9400
(Registrants telephone number,
including area code)
Not applicable
(Former name or former address, if changed since last report.)
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 (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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FORWARD LOOKING STATEMENTS
This Current Report on Form 8-K contains express or implied forward-looking statements that are based on our managements belief and assumptions and on information currently available to our management. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements relate to future events or our future operational or financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as may, should, could, expects, intends, plans, anticipates, future, believes, estimates, predicts, pro-forma, potential, attempt, develop, continue or the negative of these terms or other comparable terminology.
These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. These factors include, without limitation, our ability to raise additional funding as required to execute our exploration and development program, our dependence on a single exploration asset, our lack of proved reserves, our lack of operating revenue, dependence on joint development partners, the high operating risks of developing oil and gas resources, weather conditions and natural disasters, political conditions in the regions in which we operate or propose to operate, fluctuations in prices of oil and natural gas, the threats of terrorism, and general economic conditions.
You should read this Report and the documents that we reference in this Report and have filed with the Securities and Exchange Commission (the SEC) as exhibits hereto completely and with the understanding that our actual future results may be materially different from any future results expressed or implied by these forward-looking statements. The forward-looking statements in this Report represent our views as of the date of this Report.
We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so except to the extent required by applicable law. You should therefore not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this Report. Investors should carefully review the risk factors disclosures and other information, including our financial statements and the notes thereto, set forth in the reports and other documents we file with the SEC and available at www.sec.gov.
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Item 1.01
Entry into a Material Definitive Agreement.
On October 6, 2017, Hyperdynamics Corporations (the Company) wholly owned subsidiary, SCS Corporation Ltd. (SCS), entered into a Termination, Settlement and Release Agreement (Settlement and Release) with South Atlantic Petroleum Limited (SAPETRO) with respect to the remaining outstanding liabilities under the
ir Joint Operating Agreement (the JOA) and the Production Sharing Contract with the Republic of Guinea (the PSC), following SAPETROs withdrawal from the JOA. Under the terms of the Settlement and Release, SCS released all claims against SAPETRO under the JOA and the PSC in return for a cash payment of $4,923,931.54, which represents SAPETROs unpaid 50% share of estimated remaining expenses relating to the PSC and the JOA through SAPETROs withdrawal. SCS and SAPETRO agreed to continue to take all steps to implement SAPETROs withdrawal as soon as reasonably practicable and to execute and deliver all necessary instruments and documents to assign SAPETROs 50% participating interest in the PSC to SCS in accordance with the JOA.
Item 1.02
Termination of a Material Definitive Agreement.
The information set forth in Item 1.01 above is incorporated herein by reference. Upon SCSs receipt of the payment referred to in Item 1.01 above, the JOA terminated.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits.
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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.
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HYPERDYNAMICS CORPORATION
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Date: October 13, 2017
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By:
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/s/
Ray Leonard
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Name:
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Ray Leonard
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Title:
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Chief Executive Officer
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