Unassociated Document
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):
September 28, 2006
Miller
Petroleum, Inc.
(Exact
name of registrant as specified in its charter)
|
Tennessee
|
033-02249-FW
|
62-1028629
|
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
| |
|
|
|
3651
Baker Highway, Huntsville, Tennessee
|
37756
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code:
(423) 663-9457
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:
|
□
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
|
□
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
□
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
|
□
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
Item
8.01. Other
Events.
As
previously disclosed, the Registrant entered into a joint venture operating
agreement (the “Operating Agreement”) with Wind City Oil & Gas, LLC (“Wind
City”) pursuant to which the Registrant and Wind City agreed to jointly explore,
drill and develop certain oil and gas wells in Tennessee and Texas. In
connection with the joint venture arrangement, pursuant to a stock purchase
agreement, Wind City purchased 2,900,000 unregistered shares of the Registrant’s
common stock (the “Shares”) in exchange for $4,350,000. The stock purchase
agreement provided that in the event that the Operating Agreement was terminated
prior to September 30, 2006, Wind City maintained a right to unwind the joint
venture and “put” back the Shares to the Registrant at the same purchase price
(the “Repurchase Option”).
On
August
30, 2006, notwithstanding the continuation of the joint venture and the
Operating Agreement remaining in full force and effect, Wind City notified
the
Registrant of its intent to unwind the joint venture and exercise the Repurchase
Option. On September 28, 2006, Wind City formally requested that the Registrant
cease all services it provided to the joint venture under the Operating
Agreement, except for services related to routine operations and maintenance
of
the joint venture’s Harriman wells. As of September 30, 2006, the Operating
Agreement had not been terminated by either Wind City or the Registrant.
Accordingly, as of such date, the Registrant believes that the Repurchase Option
permanently expired. Wind City disputes the Registrant’s position with respect
to the Repurchase Option and believes that the Repurchase Option was properly
exercised.
On
November 6, 2006, a summons and complaint was filed by Wind City against the
Registrant in an action in the United States District Court for the Southern
District of New York. The complaint alleges that the Registrant breached the
terms of the stock purchase agreement by refusing to repurchase the shares
and
seeks $4,350,000, together with interest, attorney’s fees and other compensable
losses from the Registrant. The action currently is in its preliminary
stages.
The
Registrant believes that Wind City’s claim is without substantial merit.
However, in the event the court was to ultimately decide in Wind City’s favor,
the Registrant could be compelled to repurchase the Shares. The Registrant’s
present financial condition precludes it from being able to repurchase the
Shares. As a pre-cautionary measure, the Registrant is exploring various
financing opportunities in this regard; however, there can be no assurance
that
it will be able to obtain financing sufficient to repurchase the Shares. In
such
event, the Registrant’s business and financial condition could be materially
adversely affected and the ability of the Registrant to continue operations
as a
“going concern” could be jeopardized.
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.
| |
|
|
| |
MILLER PETROLEUM,
INC. |
| |
(Registrant) |
|
|
|
| Date:
November 20, 2006 |
By: |
/s/ Deloy Miller |
| |
Deloy
Miller |
| |
Chief
Executive Officer
|