Form 8-K for June 28, 2007 events
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): July 2, 2007 (June 28, 2007)
HALLADOR
PETROLEUM COMPANY
(Exact
Name of
Registrant as specified in Charter)
0-14731
(Commission
file
number)
Colorado
|
84-1014610
|
(State
or
other jurisdiction of incorporation)
|
(IRS
Employer
Identification No.)
|
|
|
1660
Lincoln Street, Suite 2700, Denver, Colorado
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80264-2701
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(Address
of
principal executive offices)
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(Zip
code)
|
|
|
Registrant’s
telephone number, including area code: 303-839-5504
________________
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):
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230-425)
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Item
1.01
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Entry
into a Material Definitive
Agreement.
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On
June 28, 2007, the registrant entered into an Amended and Restated Continuing
Guaranty (the “Amended Guaranty”) to guaranty the full and complete payment of
any indebtedness incurred by Sunrise Coal, LLC, an Indiana limited liability
company (“Sunrise”), to Old National Bank (“Lender”), pursuant to that certain
Credit Agreement dated April 19, 2006 (the “Credit Agreement”), as amended by
that certain First Amendment to Credit Agreement, Waiver and Ratification of
Loan Documents dated June 28, 2007 (the “First Amendment”), whereby Lender
agreed to increase Sunrise’s existing line of credit and term loan to
$40,000,000.00. The registrant owns 60% of the membership interests in Sunrise.
Under the terms of the Amended Guaranty, the obligations of the registrant
were
secured by the registrant’s indirect interest in the Master Purchase/Sale
Agreement effective as of September 1, 2001 (the “Gas Contract”), between
Hallador Petroleum LLP, a subsidiary of the registrant, and Coral Energy
Resources, L.P., pursuant to that certain Collateral Assignment of Gas Well
Rights in favor of the Lender, dated as of April 19, 2006. The registrant
disposed of its indirect interest in the Gas Contract on July 2, 2007, and
pursuant to the terms of the Amended Guaranty will deposit certain proceeds
it
received upon disposition of its indirect interest in the Gas Contract into
an
account with the Lender to secure the registrant’s obligations under the Amended
Guaranty.
The
Amended
Guaranty is filed as Exhibit 10.1 to this Current Report and is
incorporated herein by reference.
Item
2.03
|
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a
Registrant.
|
See
Item 1.01
above.
Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
On
June 28, 2007, the registrant entered into a Restricted Stock Unit Issuance
Agreement (the “RSU Agreement”) with Victor P. Stabio, the Chief Executive
Officer, President and Chief Financial Officer of the registrant. Under the
terms of the RSU Agreement, Mr. Stabio was granted 390,000 restricted stock
units, all of which vest on June 28, 2010, subject to Mr. Stabio’s continuing
employment with the registrant and subject to acceleration in accordance with
the terms of the RSU Agreement. Upon vesting, each unit entitles Mr. Stabio
to
receive one share of common stock. If Mr. Stabio’s employment with the
registrant ceases for any reason prior to vesting, the units will be cancelled
and Mr. Stabio will no longer have any right to receive any shares of common
stock.
The
RSU Agreement
is filed as Exhibit 10.2 to this Current Report and is incorporated herein
by reference.
Item
9.01
|
Financial
Statements and Exhibits.
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(a) Not
applicable.
(b) Not
applicable.
(c) Not
applicable
(d) Exhibits.
The
following exhibit is filed herewith:
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10.1
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Amended
and
Restated Continuing Guaranty, dated as of June 28, 2007, between
Hallador
Petroleum Company, Sunrise Coal, LLC, and Old National
Bank.
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10.2
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Hallador
Petroleum Company Restricted Stock Unit Issuance Agreement dated
as of
June 28, 2007, between Hallador Petroleum Company and Victor P. Stabio.
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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.
HALLADOR
PETROLEUM COMPANY
Date:
July 2,
2007 By: /S/VICTOR
P. STABIO
Victor
P. Stabio
Chief
Executive Officer and President
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