form8_k.htm
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): December 16, 2009 (December 11, 2009)
U.S. ENERGY
CORP.
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(Exact Name of Company as Specified in its Charter)
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Wyoming
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0-6814
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83-0205516
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(State
or other jurisdiction of
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(Commission File No.)
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(I.R.S.
Employer
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incorporation or organization)
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Identification No.)
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Glen L. Larsen
Building
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877 North 8th
West
Riverton, WY
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82501
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(Address of principal executive
offices)
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(Zip
Code)
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Registrant's telephone number, including area code: (307)
856-9271
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Not
Applicable
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Former
Name, Former Address or Former Fiscal Year,,
If
Changed From Last Report)
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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):
□
Written communications pursuant to Rule 425 under the Securities Act
□
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
□
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
□
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
Section 1
- Registrant’s Business and Operations
Item
1.01. Entry into a Material Definitive Agreement
On
December 11, 2009, U.S. Energy Corp. ("USE") entered into an
underwriting agreement (the "Underwriting
Agreement") with Madison Williams and Company LLC ("Madison Williams") as
representative of the underwriters named therein (the "Underwriters"),
pursuant to which USE agreed to sell 5,000,000 shares of its common stock, $0.01
par value per share (the "Common Stock"), at an
initial price to the public of $5.25 per share, in a firm commitment
underwritten offering pursuant to an effective Registration Statement on Form
S-3 (File No. 333-162607), as amended (the "Registration
Statement"), as amended and supplemented by a prospectus supplement dated
December 11, 2009. The prospectus supplement and accompanying prospectus
have been filed with the Securities and Exchange Commission.
The
Underwriting Agreement also provides for a 30-day option for the Underwriters to
purchase up to 750,000 shares of Common Stock solely to cover
over-allotments. A copy of the Underwriting Agreement is filed as Exhibit
1.1 to this Form 8-K and is incorporated herein by reference.
The
sale of the aggregate 5,000,000 shares of Common Stock to the Underwriters
pursuant to the Underwriting Agreement is expected to close on December 16,
2009, subject to the satisfaction of customary closing conditions. Net
proceeds to USE will be approximately $24.3 million, after deducting the
Underwriters’ discounts and commissions and estimated offering expenses.
Madison
Williams has engaged, and in the future may engage, in commercial, investment
banking and other transactions with USE in the ordinary course of
business. Madison Williams has received, and expects to receive, customary
compensation and expense reimbursement for these transactions.
Section 9:
Financial Statements and Exhibits
(d) Exhibits
1.1 Underwriting
Agreement, dated as of December 11, 2009, between U.S. Energy Corp. and Madison
Williams and Company LLC.
5.1
Opinion of Davis Graham & Stubbs LLP.
23.1
Consent of Davis Graham & Stubbs LLP. (included in Exhibit 5.1)
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.
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U.S. ENERGY CORP.
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Dated: December 15, 2009
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By:
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/s/ Keith G. Larsen
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