-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hq4stjRVMnVx7yL5lSWD3xUhoCgJf1hcyLiG/Ga/mte1E2brlcf6XZdrO413RDra 7IyysSM1mt05sAh92H3NOg== 0000950129-07-001042.txt : 20070228 0000950129-07-001042.hdr.sgml : 20070228 20070228170414 ACCESSION NUMBER: 0000950129-07-001042 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070221 ITEM INFORMATION: Triggering Events That Accelerate or Increase a Direct Financial Obligation under an Off-Balance Sheet Arrangement FILED AS OF DATE: 20070228 DATE AS OF CHANGE: 20070228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CYGNUS OIL & GAS CORP CENTRAL INDEX KEY: 0001162721 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 330967974 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50228 FILM NUMBER: 07658808 BUSINESS ADDRESS: STREET 1: 1600 SMITH STREET STREET 2: SUITE 5100 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: (713) 784-1113 MAIL ADDRESS: STREET 1: 1600 SMITH STREET STREET 2: SUITE 5100 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: TOUCHSTONE RESOURCES USA, INC. DATE OF NAME CHANGE: 20040518 FORMER COMPANY: FORMER CONFORMED NAME: COFFEE EXCHANGE INC DATE OF NAME CHANGE: 20011127 8-K 1 h44079e8vk.htm FORM 8-K e8vk
 

 
 
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: February 21, 2007
(Date of earliest event reported)
Cygnus Oil and Gas Corporation
(Exact Name of Registrant as Specified in Its Charter)
         
Delaware
(State or other jurisdiction of
incorporation or organization) 		  000-50228
(Commission File Number) 		  33-0967974
(I.R.S. Employer
Identification Number)
     
333 Clay Street, Suite 3900
Houston, Texas
(Address of Principal Executive Offices) 		  77002
(Zip Code)
(713) 784-1113
(Registrant’s Telephone Number, Including Area Code)
N/A
(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):
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))
o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
     On April 4, 2006, pursuant to a Securities Purchase Agreement (“Purchase Agreement”) entered into on that date between the Company, RHP Master Fund, Ltd. (“RHP”) and certain other accredited investors (collectively, with RHP, the “Holders”), Cygnus Oil and Gas Corporation (formerly known as Touchstone Resources USA, Inc.) (“Company”) issued, among other things, $22,000,000 aggregate principal amount of its 7.5% senior convertible notes due April 4, 2009 (“Convertible Notes”) convertible into shares of the Company’s common stock, subject to the terms and conditions of the Convertible Notes and the Purchase Agreement.
     Under the terms of the Convertible Notes, the Company is required to periodically pay to the Holders interest accruing with respect to the Convertible Notes at a rate of 7.5% per annum. On December 31, 2006, the Company failed to make the $412,500 in interest payments required under the terms of the Convertible Notes. The Company filed on January 8, 2007, a Current Report on Form 8-K identifying the Company’s non-payment of interest as an event of default under the Convertible Notes. Upon the event of default, the interest rate of the Convertible Notes increased to 12% per annum until such default is cured.
     Following the expiration of the cure period on January 5, 2007, RHP sent to the Company on February 21, 2007 an Event of Default Redemption Notice (“Default Notice”). In accord with the provisions of the Convertible Notes, RHP elected in the Default Notice to require the Company to redeem its Convertible Note for a price equal to $3,750,000, or 125% of the principal amount of such Convertible Note. The Company must also pay to RHP all accrued and unpaid interest pursuant to its Convertible Note, which, as of the date of this Current Report on Form 8-K, is equal to $107,250. The amount of the Company’s direct financial obligation may be increased by the aggregate amount of default interest owed under the Convertible Note until the Company pays to RHP all principal and interest owed pursuant to such Convertible Note.
     The Holders, other than RHP, may elect to send to the Company an Event of Default Notice similar to the Default Notice that the Company received form RHP. If each of the Holders sends such a similar notice, the Company may be required to redeem each Convertible Note and pay all accrued and unpaid interest in accord thereunder.

 

 

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 thereunto duly authorized.
         
  Cygnus Oil and Gas Corporation
 		  
Date: February 28, 2007  By:   /s/ Stephen C. Haynes    
    Stephen C. Haynes   
    Chief Financial Officer and Treasurer   
 

 

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