Galaxy Energy Corp - Current report filing (8-K)
November 19 2007 - 7:40AM
Edgar (US Regulatory)
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 16,
2007
GALAXY
ENERGY CORPORATION
(Exact
name of registrant as specified in its charter)
Colorado
(State
or other jurisdiction of
incorporation)
|
0-32237
(Commission
File
Number)
|
98-0347827
(IRS
Employer
Identification
No.)
|
1331
– 17
th
Street,
Suite 730, Denver, Colorado 80202
(Address
of principal executive offices)(Zip Code)
(303)
293-2300
Registrant's
telephone number, including area code
Not
applicable
(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):
¨
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))
Item
1.01 Entry into
a Material Definitive Agreement
On
November 16, 2007, Galaxy Energy Corporation (“Galaxy”), its subsidiaries, and
the holders of the senior secured convertible notes issued by Galaxy on May
31,
2005 (the “2005 Notes”) entered into an Amendment Agreement.
The
Amendment Agreement amended the 2005 Notes and the related Securities Purchase
Agreement to effect the following:
·
|
Monthly
principal payments of $500,000;
|
·
|
A
$6,000,000 principal payment by March 1, 2008;
and
|
·
|
A
final balloon payment of any remaining amounts owed under the 2005
Notes
by October 1, 2008.
|
In
addition, cash proceeds from any sales of Galaxy’s assets are to be used to
repay the 2005 Notes.
The
Amendment Agreement allows Galaxy to pay its subordinated debt with restricted
shares of Galaxy stock that cannot be transferred or resold until the 2005
Notes
are paid in full. The fixed conversion price of the 2005 Notes will
be lowered to the price used by Galaxy to pay its subordinated
debt.
This
summary description of the Amendment Agreement does not purport to be complete
and is qualified in its entirety by reference to the document that is filed
as
an exhibit hereto.
Item
9.01 Financial
Statements and Exhibits
Regulation
S-K
Number
|
Document
|
|
|
10.1
|
November
2007 Amendment Agreement dated November 16, 2007 among Galaxy Energy
Corporation, its subsidiaries and the investors named
therein
|
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.
|
GALAXY
ENERGY CORPORATION
|
November
16, 2007
|
By:
/s/ Christopher S.
Hardesty
Christopher
S. Hardesty
Senior
Vice President and
Chief
Financial Officer
|
|
|
EXHIBIT
INDEX
Regulation
S-K
Number
|
Document
|
|
|
10.1
|
November
2007 Amendment Agreement dated November 16, 2007 among Galaxy Energy
Corporation, its subsidiaries and the investors named
therein
|
3
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