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): November 5, 2004
TRANS ENERGY, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 0-23530 93-0997412
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
210 Second Street, P.O. Box 393, St. Mary's, West Virginia 26170
(Address of principal executive offices)
Registrant's telephone number, including area code: (304) 684-7053
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))
FORM 8-K
Section 2 - Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets
On November 5, 2004, Trans Energy, Inc. finalized an agreement with Texas
Energy Trust Company, a Delaware Business Trust with offices in Irving, Texas
("TETCO"), whereby Trans Energy acquired from TETCO certain oil and gas leases
and leasehold interests located in Wetzel and Marion Counties, West Virginia,
and other assets. The parties had previously entered into a preliminary
agreement on September 29, 2004.
The acquisition was accomplished by our wholly owned subsidiary, Prima Oil
Company, Inc., Trans Energy acquiring from TETCO 100% of the issued and
outstanding shares (2,100 shares) of Cobham Gas Industries, Inc., a Delaware
corporation. Under the terms of the agreement, Trans Energy is acquiring certain
wells, leases, pipelines, gas purchase agreements, oil hauling agreements,
equipment, right of ways and other miscellaneous items related to the leases
located in West Virginia. A total of 229 wells are being acquired, of which 98
are currently producing, located on approximately 15,000 leased acres. Among the
assets acquired are certain vehicles and heavy equipment and various other
drilling equipment.
In consideration for the acquired property, Trans Energy is paying a
purchase price of $1,975,058, of which approximately 25% is being paid in cash
and the balance in shares of restricted Trans Energy common stock. Of the total
cash payment of $489,264, an initial payment of $250,000 was paid at the
closing, with the remaining balance to be paid quarterly in equal installments
of $59,816 beginning January 1, 2005, with the final payment due October 1,
2005.
Section 3 - Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities
In connection with the transaction reported under Item 2.01 above, Trans
Energy has agreed to issue to Texas Energy Trust Company 244,633 "post-split"
shares of Trans Energy's authorized, but previously unissued common stock. The
post-split amount is based on Trans Energy effecting its proposed one share for
150 shares reverse stock split of its current outstanding shares. The shares
will not be issued until after the split has been finalized and are valued at
$1,485,794.
The issuance of the Trans Energy shares in connection with the acquisition
of assets is to be made in an isolated, private transaction to an informed
investor having knowledge of Trans Energy and its business. Accordingly, the
transaction is considered exempt from registration under the Securities Act of
1933 pursuant to Section 4(2) of that Act.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
If required, financial statements and pro forma financial
information will be filed by amendment to this Form 8-K within 71
days from the date hereof.
(b) Pro Forma Financial Information
See Item 9.01(a) above
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(c) Exhibits
Exhibit No. Description
10.1 Agreement with Texas Energy Trust Company
10.2 Assignment and Agreement with Texas Energy Trust Company
and Cobham Gas Industries, Inc.
Notes about Forward-looking Statements
Statements contained in this Current Report which are not historical facts,
including all statements regarding the consummation of the acquisition of
assets, may be considered "forward-looking statements" under the Private
Securities Litigation Reform Act of 1995. Forward-looking statements are based
on current expectations and the current economic environment. Trans Energy
cautions the reader that such forward-looking statements are not guarantees of
future performance. Unknown risks and uncertainties as well as other
uncontrollable or unknown factors could cause actual results to materially
differ from the results, performance or expectations expressed or implied by
such forward-looking statements.
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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.
TRANS ENERGY, INC.
Date: November 11, 2004 By /S/ ROBERT L. RICHARDS
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Robert L. Richards
President and Chief Executive Officer
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