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Form 8-K for STAR ENERGY CORP
13-Aug-2007
Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securiti
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
The information in Item 3.02 to this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On August 3, 2007, the Company entered into separate letter agreements, dated August 1, 2007, with each of Firecreek Petroleum, Inc., a wholly-owned subsidiary of EGPI Firecreek, Inc. ("Firecreek"), PJM Management, Inc. ("PJM") and Double Coin Ltd. ("Double Coin") pursuant to which the Company acquired from Firecreek, PJM and Double Coin any and all of their rights and interests with respect to certain projects in the Ukraine consisting of 100% of a project known as the Region Project, 51% of a project known as the Dewon Zao Project and 100% of a project known as the Bukovyna Project (the "Projects") in exchange for the issuance to Firecreek of 2,100,000 shares of the Company's Common Stock and $100,000, to PJM of 150,000 shares of the Company's Common Stock and $10,000, and to Double Coin of 2,500,000 shares of the Company's Common Stock.
The rights and interests acquired include, but are not limited to: (1) any right to acquire shares or other interests in any entities to whom licenses, permits or permissions to explore for or extract oil, natural gas or other natural resources on any territories on which the Projects are located have been issued by any government authority having jurisdiction over such territories;
(2) any direct right to acquire licenses, permits or permissions to explore for or extract oil, natural gas or other natural resources on any territories on which the Projects are located issued or to be issued by any government authority having jurisdiction over such territories; (3) interests currently held by Firecreek, PJM and Double Coin in any joint ventures, partnerships, consortiums, or industry groups that currently have rights to any Project or any other arrangements pertaining to any Project in which Firecreek, PJM and Double Coin currently have an interest, and (4) any business opportunities related to the Projects. The acquired rights exclude any and all rights outside of the Ukraine.
In essence, these agreements afford the Company the right to contract for the purchase of the interests in Projects, which consist of the aggregate of seven oil and gas fields, two of which are producing.
In connection with the transaction, each of Firecreek, PJM and Double Coin entered in investment letters in favor of the Company in which each represented, among other things, that it was an "accredited investor," within the meaning of Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"), and that it was acquiring the shares for investment only and not with a view the distribution of all or part thereof, and acknowledged that the shares acquired are not currently registered under the Securities Act, and may not be resold unless subsequently registered or an exemption from registration is available. Under the letter agreements, the Company has undertaken to register the shares of resale as soon as possible. The certificates evidencing the shares are to contain a legend to the effect that the shares were acquired for investment, have not been registered under the Securities Act and may not be sold in the absence of an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company believes that the issuance of the shares was exempt from the registration provisions of the Securities Act by virtue of the exemption afforded under Section 4(2) of the Securities Act.
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