-----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, B5WHeqdfY+M97QSB9ATkZfcg+AeqZGVQxk0mBvMhVyvlu/Xzy2hNmJb/MX8OXwSL u5vBmcFw72Dxgi8TiQ7Pug== 0000899243-02-003170.txt : 20021220 0000899243-02-003170.hdr.sgml : 20021220 20021220155439 ACCESSION NUMBER: 0000899243-02-003170 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20021210 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARKEN ENERGY CORP CENTRAL INDEX KEY: 0000313478 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 952841597 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10262 FILM NUMBER: 02865009 BUSINESS ADDRESS: STREET 1: 16285 PARK TEN PLACE SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77084 BUSINESS PHONE: 2817171300 MAIL ADDRESS: STREET 1: 16285 PARK TEN PLACE STREET 2: STE 600 CITY: HOUSTON STATE: TX ZIP: 77084 FORMER COMPANY: FORMER CONFORMED NAME: HARKEN OIL & GAS INC DATE OF NAME CHANGE: 19890109 8-K 1 d8k.txt FORM 8-K FOR PERIOD ENDING 12/10/2002 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 10, 2002 HARKEN ENERGY CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-10262 95-2841597 (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 Item 5. Other Events Harken Energy Corporation ("Harken") intends to exchange 2,000,000 ordinary shares of its Global Energy Development PLC subsidiary ("Global") for 1,232,742 (approximately 5.24%) of the redeemable ordinary shares of New Opportunities Investment Trust PLC ("NOIT"), an investment trust organized under the laws of the United Kingdom. The exchange will reduce Harken's ownership of Global's ordinary shares to approximately 85.62% and will result in NOIT owning approximately 7% of Global. The transaction, and the potential future sales of NOIT shares, is conditioned on the admission of the shares to be acquired by Harken on the Official List of the London Stock Exchange. The transaction is expected to be completed by year-end. In conjunction therewith, a press release containing additional information was issued on December 20, 2002, and is attached hereto as Exhibit 99.1. Black Point Limited ("BP") filed a lawsuit on December 10, 2002 in the United District Court for the Northern District of Illinois, alleging that Global, aided and abetted by officers of Harken, fraudulently induced BP to spend time and money locating prospective business partners for Global in the People's Republic of China. BP contends that it located willing and suitable partners only to have them unreasonably rejected by Global. BP seeks breach of contract damages of $1.5 million from Global, that amount being BP's projected success fee on an unconsummated $20 million investment by a Chinese partner. Alternatively, BP seeks damages of $289,914.59 (retainer fees foregone by BP as well as out-of-pocket expenses) from Global under theories of fraudulent inducement, quantum meruit, and detrimental reliance. BP also seeks $289,914.59 in damages from Harken, alleging that Harken aided and abetted Global's fraudulent inducement. Harken does not believe BP's allegations have merit since Global fully complied with the terms of the agreement in good faith. As a result, Harken believes that the ultimate outcome of this litigation will not have a material adverse effect on Harken's financial condition. Item 7. Financial Statements and Exhibits (c) Exhibits. -------- Exhibit Number Description -------- ------------------- 10.1 -- Waiver of Change in Control Payment, dated December 10, 2002, by and between Mikel D. Faulkner and Harken Energy Corporation. 99.1 -- Press Release, dated December 20, 2002, issued by Harken Energy Corporation. 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: December 20, 2002 By: /s/ Anna M. Williams ------------------------------ Anna M. Williams Executive Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description -------- ------------------- 10.1 -- Waiver of Change in Control Payment, dated December 10, 2002, by and between Mikel D. Faulkner and Harken Energy Corporation. 99.1 -- Press Release, dated December 20, 2002, issued by Harken Energy Corporation. EX-10.1 3 dex101.txt WAIVER OF CHANGE I CONTROL PAYMENT EXHIBIT 10.1 HARKEN ENERGY CORPORATION WAIVER OF CHANGE IN CONTROL PAYMENT Reference is made to that certain Amended and Restated Agreement regarding Compensation In the Event of a Change In Control, dated as of the 2nd day of April, 2001 (the "Agreement"), by and between HARKEN ENERGY CORPORATION, a Delaware corporation (the "Company"), and MIKEL D. FAULKNER, an individual ("Executive"). Capitalized terms not defined herein shall have the meaning assigned to them in the Agreement. WHEREAS, pursuant to Section 9(b) of the Agreement, the Agreement may be amended, changed, supplemented, waived or otherwise modified by a written agreement signed by the Company and Executive. WHEREAS, the Company proposes to (i) conduct a standby underwritten rights offering and issue such number of shares of common stock upon exercise of subscription rights to accomplish the rights offering up to a maximum of 95,238,096 shares, and (ii) effect the transactions described in the definitive proxy statement as filed with the Securities and Exchange Commission in December 2002 (such actions collectively referred to as the "Proposed Transactions"). NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agree as follows: Waiver 1. Pursuant to Section 1 of the Agreement, Executive was granted the right to receive a Change of Control Payment in the event a Change of Control event occurs and Executive is at that date in the current employ of the Company. Executive, by his signature below, hereby waives his right to receive a Change of Control Payment, if any such right would exist, with respect to (i) the Proposed Transactions and any events occurring as a direct result of the Proposed Transactions, and (ii) any transactions consummated prior to the date hereof. Entire Agreement 2. This agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. Governing Law 3. This agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to the principles of conflicts of law thereof. Counterparts 4. This agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. This agreement shall not be effective as to any party hereto until such time as this agreement or a counterpart thereof has been executed and delivered by each party hereto. 1 Severability 5. Whenever possible, each provision or portion of any provision of this agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision or portion of any provision of this agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, then such invalidity, illegality or unenforceability will not affect any other provision of portion of any provision in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein. (Remainder of page intentionally left blank) 2 IN WITNESS WHEREOF, the parties have caused this agreement to be duly executed on December 10, 2002. EXECUTIVE /s/ Mikel D. Faulkner ------------------------------------------ Name: Mikel D. Faulkner HARKEN ENERGY CORPORATION By: /s/ Anna M. Williams ------------------------------------ Name: Anna M. William ----------------------------------- Its: Executive Vice President and CFO ------------------------------------- 3 EX-99.1 4 dex991.txt PRESS RELEASE EXHIBIT 99.1 NEWS RELEASE For Further Information Contact: Investor Relations: 281-504-4000 Email: info@harkenenergy.com www.harkenenergy.com For Immediate Release HARKEN TO EXCHANGE A PORTION OF ITS INVESTMENT IN GLOBAL HOUSTON, Texas (December 20, 2002) -- Harken Energy Corporation ("Harken") (AMEX: "HEC") announced today that it intends to exchange 2,000,000 ordinary shares of its Global Energy Development PLC subsidiary ("Global") for 1,232,742 (approximately 5.24%) of the redeemable ordinary shares of New Opportunities Investment Trust PLC ("NOIT"), an investment trust organized under the laws of the United Kingdom. NOIT's shares are traded on the London Stock Exchange under the symbol "NOI." Global is traded on the Alternative Investment Market of the London Stock Exchange under the symbol "GED." The transaction is expected to be completed by year-end. The exchange will reduce Harken's ownership of Global's ordinary shares to approximately 85.62%, and will result in NOIT owning approximately 7% of Global. The transaction, and the potential future sales of NOIT shares, is conditioned on the admission of the shares to be acquired by Harken on the Official List of the London Stock Exchange. NOIT invests primarily in the publicly traded equity and debt securities of selected small companies in the United Kingdom. Mikel D. Faulkner, Chairman of Harken, stated "This transaction is an important part of our capital plan for 2003, as it gives the Company an investment that is more readily salable in the market. We may sell some or all of our shares of NOIT in the near future to fund our capital plan. Retaining an 85.62% ownership in Global, Harken continues to hold a significant interest in its international operations in Latin America." Based in Houston, Texas, Harken Energy Corporation ("Harken") (AMEX: "HEC") is an oil and gas exploration and production company whose corporate strategy calls for concentrating its resources on exploration and development of its domestic properties in the Gulf Coast regions of Texas and Louisiana. Certain statements in this news release regarding future expectations and plans may be regarded as "forward looking statements" within the meaning of the Securities Litigation Reform Act. They are subject to various risks, such as the inherent uncertainties in interpreting engineering data related to underground accumulations of oil and gas, timing and capital availability, discussed in detail in the Company's SEC filings, including the Annual Report on Form 10-K. Actual results may vary materially. -----END PRIVACY-ENHANCED MESSAGE-----