8-K 1 form8k90.txt FORM 8-K COLONY ENERGY, INC. 02/03/2009 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): January 28, 2008 ------------------ COLONY ENERGY, INC. ------------------------------------------------------------------------------- (Exact name of registrant as specified in its Charter) Delaware 000-53124 76-0662309 -------------------------------------------------------------------------------- (State or other (Commission File (IRS Employer jurisdiction of Incorporation) Number) Identification Number) 2100 West Loop South, Suite 900, Houston, Texas 77027 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 713/ 590-5060 -------------- ______________________________________________________________________________ (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): [_] 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 (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT GENERAL Effective as of July 31, 2008, Colony Energy, Inc. (the "Company") entered into contribution agreements (referred to hereinafter collectively as the "Contribution Agreements") with each of the following entities (referred to hereinafter collectively as the "Contributors"): Modern Exploration, Inc.; Taladro Resources, Inc.; Woodward Development, Inc.; CY Securities, Inc.; Enexco, Inc.; and F. McDonald Oil & Gas Investments, LP Due to the sudden and dramatic negative developments that started taking place in the third quarter of 2008 and continuing to the present with respect to the stock market, the price of oil and gas, and the capital markets providing financing to oil and gas exploration and production companies, the Company was unable to raise timely the $15 million required as precondition to the closing of the transactions provided for by the Contribution Agreements. In view of the failure of this precondition to be satisfied, on January 28, 2009 the Company notified each of the Contributors that the Company was exercising its rights to terminate each of the Contribution Agreements. The consummation of the transactions provided for by the Contribution Agreements would have greatly increased the Company's asset base, although the difficult conditions in the United States general economy and in the oil and gas industry raise questions as to the worth to the Company of an increase in the Company's asset base at this time. In view of the termination of the Contribution Agreements and the present circumstances of the economy and the Company's industry, the Company is now considering various options for the Company's future. The option ultimately selected cannot be known at this time. 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. COLONY ENERGY, INC. (Registrant) Date: January 30, 2009 By: /s/ Kent E. Lovelace, Jr. ------------------------------ Kent E. Lovelace, Jr., Chief Executive Officer