8-K 1 form8k.htm HYPERDYNAMICS 8-K 6-18-2009 form8k.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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:    June 18, 2009

HYPERDYNAMICS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or other jurisdiction of incorporation or organization)

001-32490
87-0400335
(Commission File Number)
(IRS Employer Identification No.)

One Sugar Creek Center Blvd., #125
Sugar Land, Texas 77478
(Address of principal executive offices, including zip code)

voice: (713) 353-9400
fax: (713) 353-9421

(Registrant's telephone number, including area code)

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:

¨
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 3.02
Unregistered Sales of Equity Securities.

On June 18, 2009, we formally engaged an executive search firm to assist us in our search for a new CEO and two new board members.  As partial compensation we granted that executive search firm 300,000 warrants to purchase shares of our common stock at an exercise price of $2.51 per share expiring on June 18, 2012.

This transaction was made in reliance upon exemptions from registration under Section 4(2) of the Securities Act.  Each certificate that may be issued for these unregistered warrants will contain a legend stating that the securities have not been registered under the Securities Act and setting forth the restrictions on the transferability and the sale of the securities.  No underwriter participated in, nor did we pay any commissions or fees to any underwriter, in this transaction.  This transaction did not involve a public offering.  The investor was knowledgeable about our operations and financial condition.  The investor had knowledge and experience in financial and business matters that allowed it to evaluate the merits and its risk of receipt of these securities.
 
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.

 
HYPERDYNAMICS CORPORATION
       
 
(signed)
   
     
Date: June 18, 2009
By: /s/ Harry Briers
   
  Harry Briers, Director and Executive Vice-President