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): February 15, 2005
TETON PETROLEUM COMPANY
(Exact name of registrant as specified in its charter)
Delaware 001-31679 84-1482290
(State of incorporation) (Commission File No.) (IRS Employer
Identification No.)
1600 Broadway, Suite 2400
Denver, CO 80202-4921
(Address of principal executive offices, including zip code)
(303) 542-1878
(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 (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 (17CFR 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 February 15, 2005, Teton Petroleum Company ("we" or the "company")
signed a membership interest purchase agreement with PGR Partners, LLC ("PGR")
whereby we acquired 25% of the membership interest in Piceance Gas Resources,
LLC, a Colorado limited liability company ("Piceance LLC"). Piceance LLC owns
certain oil and gas rights and leasehold assets covering approximately 6,300
acres in the Piceance Basin in Western Colorado. The properties owned by
Piceance LLC carry a net revenue interest of 78.75%.
The purchase price for the membership interest in Piceance LLC was $5.25
million in cash, the issuance of 450,000 unregistered shares of our common
stock, and the issuance of warrants to purchase 200,000 shares of our common
stock, exercisable for a period of five years at an exercise price of $2.00 per
share. We also entered into a registration rights agreement with PGR Partners
whereby we granted PGR Partners certain registration rights in connection with
the shares of our common stock and shares underlying the warrants issued as part
of the purchase price.
Item 3.02 Unregistered Sales of Equity Securities.
As part of the consideration for the purchase of 25% of the membership
interests of Piceance LLC, on February 15, 2005, we issued to PGR Partners
450,000 unregistered shares of our common stock and warrants to purchase an
additional 200,000 shares of common stock at an exercise price of $2.00 per
share, exercisable for a period of five years. This transaction was not
registered under the Securities Act of 1933, as amended (the "Act") in reliance
on an exemption from registration under Section 4(2) of the Act based on the
limited number of purchasers, their sophistication in financial matters, and
their access to information concerning the company.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
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99.1 Press Release dated February 16, 2005.
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SIGNATURE
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.
Dated: February 16, 2005 TETON PETROLEUM COMPANY
By: /s/ Karl F. Arleth
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Karl F. Arleth, Chief Executive
Officer and President
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INDEX TO EXHIBITS
Exhibit No. Exhibit
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99.1 Press Release of Teton Petroleum Company dated February 16,
2005.
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