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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): May 24, 2005
CHENIERE ENERGY, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-16383 95-4352386
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
717 Texas Avenue
Suite 3100
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 659-1361
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):
|_| 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 13e-4(c) 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))
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Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics.
Cheniere Energy, Inc. (the "Company") has approved the terms of a letter
provided by an unrelated third party entity, Western Airways, Inc. (the
"Operator"), specifying the terms under which it would provide for charter a
Challenger 600 aircraft (the "charter letter"). One of the Challenger 600
aircraft which may be provided by the Operator for such services to the Company
is owned by Bramblebush, LLC (the "LLC"). The LLC is owned and/or controlled by
the Company's Chairman and Chief Executive Officer, Charif Souki. The Company's
Code of Business Conduct and Ethics prohibits potential conflicts of interest.
Upon the recommendation of the Audit Committee, which determined that the terms
of the charter letter are fair to and in the best interests of the Company, the
Company's Board of Directors unanimously approved the terms of the charter
letter on May 24, 2005, and granted an exception under the Company's Code of
Business Conduct and Ethics in order to permit the Company to charter the
Challenger 600 aircraft.
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.
CHENIERE ENERGY, INC.
Date: May 24, 2005 By: /s/ Zurab S. Kobiashvili
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Name: Zurab S. Kobiashvili
Title: Senior Vice President and
General Counsel