- Amended Current report filing (8-K/A)
22 Junho 2009 - 1:13PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported) June 17, 2009
VELOCITY
ENERGY INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-29463
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51-0392750
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(State
of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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523
N. Sam Houston Parkway East
Suite
175
Houston,
Texas 77060
(Address
of principal executive offices, including zip code)
(713)
741-0610
(Registrant's
telephone number, including area code)
N/A
(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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Explanatory
Note:
This
Amendment No.1 amends the Form 8-K dated June 17, 2009 and filed June 19, 2009
by Velocity Energy Inc., to, among other things: (i) include the disclosure in
Item 2.04, (ii) correct the description in Item 1.01 of the principal amount by
which the Marquis Senior Secured Note was increased, and (iii) include
additional information regarding the Senior Secured Note and the Marquis Secured
Note.
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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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As
previously reported by Velocity Energy Inc. (the "Company") on November 20,
2008, the Company entered into a Securities Purchase Agreement dated November
13, 2008 (the "Securities Purchase Agreement") with and Longview Marquis Master
Fund, L.P. (“Marquis”), pursuant to which, among other things, the Company
issued in favor of Marquis that certain senior secured promissory note dated
November 13, 2008, in the original principal amount of $8,875,000, as amended
(the “Senior Secured Note”). On March 31, 2009, the Company made an
optional prepayment on the Senior Secured Note in the amount of $2,000,000, at
which time the outstanding principal amount of the Senior Secured Note was
reduced by $2,192,500.
On May
29, 2009, at which time the outstanding principal of the Senior Secured Note was
$6,682,500, Marquis and Summerview Marquis Fund, L.P. (“Summerview”) entered
into a letter agreement whereby Marquis transferred to Summerview a portion of
the Senior Secured Note in the principal amount of $1,679,842.02, including all
of Marquis’ rights title and interest with respect to the transferred portion of
the Senior Secured Note and Summerview agreed to be bound by all of the terms
and conditions of the Securities Purchase Agreement. Marquis
continued to hold a note in the principal amount of $5,002,751.98, which
represented the portion of the Senior Secured Note (the “Marquis Secured Note”)
remaining after the transfer of the portion to Summerview.
On June
17, 2009, the Company, Marquis, Summerview and certain subsidiaries of the
Company entered into that certain June 2009 Amendment Agreement which amends the
Marquis Secured Note (the “Amendment”). Pursuant to the Amendment,
Marquis paid the Company $1,500,000 (the “Additional Payment”),
and in consideration therefore, the principal amount of the Marquis
Senior Secured Note was increased by $1,644,375. The Company will
issue and deliver to Marquis a note in the same form as the Senior Secured Note
for the new principal amount of $6,647,126.98. The proceeds of the
Additional Payment will be used solely to fund an Agreed Acquisition as defined
in Section 4(d) of the Securities Purchase Agreement. The terms and
conditions of the Summerview Secured Note are not amended as a result of or in
connection with the amendment to the Marquis Secured Note pursuant to the
Amendment.
The
foregoing discussion of the Amendment is qualified in its entirety by reference
to the Amendment, a copy of which is filed herewith as Exhibit 10.1 and is
incorporated into this Item 1.01 by reference.
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Item
2.04
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Triggering
Events That Accelerate or Increase a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet
Arrangement.
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The Company’s entry into the Amendment
increased its financial obligation under the Marquis Secured Note as described
above in Item 1.01. The information in Item 1.01 of this
Current Report on Form 8-K is hereby
incorporated by reference into this Item 2.04.
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Item
9.01.
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Financial
Statements and Exhibits.
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Exhibit No.
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Description
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10.1
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June
2009 Amendment Agreement among the Company, Longview Marquis Master Fund,
L.P., Summerview Marquis Fund, L.P. and the other parties named therein,
dated as of June 17, 2009.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Velocity
Energy Inc.
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Dated:
June 19, 2009
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By:
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/s/
Donald E. Vandenberg
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Donald
E. Vandenberg, CEO
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Exhibit No.
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Description
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10.1
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June
2009 Amendment Agreement among the Company, Longview Marquis Master Fund,
L.P., Summerview Marquis Fund, L.P. and the other parties named therein,
dated as of June 17, 2009.
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