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 13, 2003
HARKEN ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-10262 13-2841597
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
580 WestLake Park Boulevard, Suite 600
Houston, Texas 77079
(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code: (281) 504-4000
Former Name or Former Address, if Changed Since Last Report: Not applicable
Item 5. Other Events
On February 13, 2003, Harken Energy Corporation (the "Company") issued $1.6
million in principal amount of 7% Senior Convertible Notes due 2006, Series A,
to The Liverpool Limited Partnership and Elliot International LP (collectively
the "Investors") in exchange for $2 million in principal amount of 5% Senior
Convertible Notes due 2003 ("5% European Notes").
The Company also entered into an Option Agreement with the Investors, dated
February 13, 2003 (the "Option Agreement"), that provides for a call option in
favor of the Company and a put option in favor of the Investors. The call option
will obligate the Investors to sell up to an aggregate of $6.57 million
principal amount of 5% European Notes at an option price of 60% of the principal
amount of the 5% European Notes plus accrued and unpaid interest through the
date of payment (the "Option Price"). The put option will obligate the Company
to purchase from the Investors for cash at the Option Price an amount of 5%
European Notes that, when aggregated with any 5% European Notes purchased
pursuant to the call option, equals $3.3 million principal amount. The call
option may be exercised from February 13, 2003 through April 30, 2003 and the
put option may be exercised from May 1, 2003 through May 31, 2003. In addition,
the put option may only be exercised if the Company receives $10 million in
gross proceeds pursuant to the Company's underwritten rights offering prior to
exercise of the put option. A portion of the proceeds of the rights offering may
be used for the payment of the put option and/or the call option. This
description of the Option Agreement is qualified in its entirety by the complete
text of the Option Agreement attached hereto as Exhibit 10.1.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
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Exhibit
Number Description
------- -----------
3.1 -- Certificate of Incorporation of Harken Energy Corporation
3.2 -- Certificate of Amendment to Certificate of Incorporation of Harken
Energy Corporation
3.3 -- Certificate of Amendment to Certificate of Incorporation of Harken
Energy Corporation
3.4 -- Certificate of Amendment to Certificate of Incorporation of Harken
Energy Corporation
3.5 -- Certificate of Amendment to Certificate of Incorporation of Harken
Energy Corporation
3.6 -- Certificate of Amendment to Certificate of Incorporation of Harken
Energy Corporation
3.7 -- Certificate of Designations of Series G1 Convertible Preferred Stock of
Harken Energy Corporation
3.8 -- Certificate of Increase of Series G1 Convertible Preferred Stock of
Harken Energy Corporation
10.1 -- Option Agreement between Harken Energy Corporation, The Liverpool
Limited Partnership and Elliot International LP, dated February 13,
2003.
10.2 -- 7% Senior Convertible Note due 2006, Series A by Harken Energy
Corporation payable to The Liverpool Limited Partnership in the
principal amount of $720,000.00, dated February 13, 2003.
10.3 -- 7% Senior Convertible Note due 2006, Series A by Harken Energy
Corporation payable to Elliot International LP in the principal amount
of $880,000.00, dated February 13, 2003.
10.4 -- 7% Senior Convertible Note due 2007, Series E by Harken Energy
Corporation payable to the Bank of New York Depository in the principal
amount of $1,420,000.00, dated January 28, 2003.
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, thereunto duly authorized.
Harken Energy Corporation
Date: February 14, 2003 By: /s/ Anna M. Williams
--------------------------------
Anna M. Williams
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
3.1 -- Certificate of Incorporation of Harken Energy Corporation
3.2 -- Certificate of Amendment to Certificate of Incorporation of Harken
Energy Corporation
3.3 -- Certificate of Amendment to Certificate of Incorporation of Harken
Energy Corporation
3.4 -- Certificate of Amendment to Certificate of Incorporation of Harken
Energy Corporation
3.5 -- Certificate of Amendment to Certificate of Incorporation of Harken
Energy Corporation
3.6 -- Certificate of Amendment to Certificate of Incorporation of Harken
Energy Corporation
3.7 -- Certificate of Designations of Series G1 Convertible Preferred Stock of
Harken Energy Corporation
3.8 -- Certificate of Increase of Series G1 Convertible Preferred Stock of
Harken Energy Corporation
10.1 -- Option Agreement between Harken Energy Corporation, The Liverpool
Limited Partnership and Elliot International LP, dated February 13,
2003.
10.2 -- 7% Senior Convertible Note due 2006, Series A by Harken Energy
Corporation payable to The Liverpool Limited Partnership in the
principal amount of $720,000.00, dated February 13, 2003.
10.3 -- 7% Senior Convertible Note due 2006, Series A by Harken Energy
Corporation payable to Elliot International LP in the principal amount
of $880,000.00, dated February 13, 2003.
10.4 -- 7% Senior Convertible Note due 2007, Series E by Harken Energy
Corporation payable to the Bank of New York Depository in the principal
amount of $1,420,000.00, dated January 28, 2003.