SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report: (Date of earliest event reported):
December 6, 2004 (November 30, 2004)
Blue Dolphin Energy Company
(Exact name of registrant as specified in its charter)
Delaware 0-15905 73-1268729
(State of Incorporation) (Commission file Number) (IRS Employer
Identification No.)
801 Travis, Suite 2100
Houston, Texas 77002
(Address of Registrant's principal executive offices)
(713) 227-7660
(Registrant's telephone number, including area code)
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 communication 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 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On December 2, 2004, Blue Dolphin Energy Company issued a press release
announcing that it had closed the sale of 1.55 million warrants (the "Warrants")
pursuant to the terms of the Note and Warrant Purchase Agreement (the "Purchase
Agreement") entered into on September 8, 2004 with certain accredited investors
and directors of the Company for the purchase and sale of promissory notes in an
aggregate principal amount of $750,000 and an aggregate of 2.8 million warrants
(the "Warrants") to purchase shares of the Company's common stock, par value
$.01 per share (the "Common Stock"), at a price of $0.003 per Warrant. The sale
of the Promissory Notes and the first tranche of 1.25 million Warrants closed on
September 8, 2004, and the sale and issuance of the second tranche of 1.55
million Warrants, approved at a special meeting of stockholders held on November
11, 2004, occurred on November 30, 2004. The Company expects to use the proceeds
from the sale of these Warrants for working capital and general corporate
purposes.
The sale of securities pursuant to the Purchase Agreement was made in
reliance on the exemptions from the registration requirements of the Securities
Act of 1933, as amended (the "Act"), pursuant to Section 4(2) of the Act and
Rule 506 of Regulation D. The securities were sold without any general
solicitation by the Company or its representatives, and each investor
represented to the Company that it is an "accredited investor" under the Act.
Pursuant to the terms of the Purchase Agreement, the Company has also agreed to
file a registration statement with the Securities and Exchange Commission
("SEC") to register the resale of shares of Common Stock issuable upon exercise
of the Warrants.
The Warrants are immediately exercisable, have an exercise price of
$0.25 per share and will expire five years after their date of issuance. The
Warrants contain standard antidilution provisions, as well as provisions that
will result in adjustments to the exercise price of the Warrants if the Company
issues shares of Common Stock at a price below $0.25, subject to certain
exceptions.
Pursuant to the terms of the Purchase Agreement, Laurence N. Benz, F.
Gardner Parker and Michael S. Chadwick purchased 41,667, 341,665 and 20,834
Warrants in the second tranche, respectively. Messrs. Benz, Chadwick and Parker
are all directors of the Company. In addition to serving on the Company's board
of directors, Mr. Chadwick is also a Senior Vice President and Managing Director
of Sanders Morris Harris Group, Inc. ("SMH"), a financial services holding
company headquartered in Houston, Texas. The Company paid SMH a $25,000 fee in
connection with this transaction and has agreed to retain SMH as the Company's
financial advisor for future strategic acquisitions and other related services.
The Company also entered into a consulting agreement with Mr. Parker.
The above description of the terms of the Warrants is only a summary. A
copy of the form of Warrant, the Purchase Agreement and the press release are
being filed as exhibits to this report and are incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
4.1 Form of Warrant
10.1 Note and Warrant Purchase Agreement between
Blue Dolphin Energy Company and Certain
Investors, Dated September 8, 2004
99.1 Press Release dated December 2, 2004
SIGNATURE
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 thereunto duly authorized.
Date: December 6, 2004.
BLUE DOLPHIN ENERGY COMPANY
/s/ G. Brian Lloyd
---------------------------
BY: G. Brian Lloyd
Vice President, Treasurer
INDEX TO EXHIBITS
Exhibit Description of Exhibit
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*4.1 Form of Warrant
*10.1 Note and Warrant Purchase Agreement between Blue
Dolphin Energy Company and Certain Investors, dated
September 8, 2004
**99.1 Press Release dated December 2, 2004
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*Incorporated by reference from the Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 14, 2004.
**Filed herewith.