ATP Oil & Gas 8-K 2007
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Pursuant to Section 13 Or 15 (D) Of The Securities Exchange Act Of 1934
Date Of Report (Date of Earliest Event Reported) November 15, 2007
ATP OIL & GAS CORPORATION
(Exact name of registrant as specified in its charter)
4600 Post Oak Place, Suite 200
Houston, Texas 77027
(Address of principal executive offices)
(Registrants 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:
Item 1.01 Entry into Material Definitive Agreement.
On November 15, 2007, ATP Oil & Gas Corporation (the Company) entered into an Underwriting Agreement with Howard Weil Incorporated and Johnson Rice & Company L.L.C. relating to the public offering of 5,000,000 shares of the Companys common stock at a public offering price of $47.00 per share. Pursuant to the Underwriting Agreement, the selling shareholder, T. Paul Bulmahn, the Companys Chairman and President, granted the underwriters an option to purchase up to an additional 750,000 shares of common stock to cover any over-allotments. The offering is being made pursuant to the Companys effective shelf registration statement on Form S-3 (File No. 333-146588) filed with the Securities and Exchange Commission (the SEC) on October 10, 2007, as amended by a post-effective amendment filed on November 14, 2007 (the Registration Statement), and a prospectus, which consists of a base prospectus and a prospectus supplement, filed with the SEC on November 16, 2007. The offering is expected to close on November 20, 2007, subject to customary closing conditions.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and the contents thereof are incorporated herein by reference.
In connection with the offering, the Company is also filing the opinion of Jackson Walker L.L.P. as Exhibit 5.1 to this Current Report on Form 8-K and which is incorporated by reference into the Registration Statement.
Item 7.01 Regulation FD Disclosure.
On November 15, 2007, the Company issued a press release announcing the pricing of the underwritten public offering of the shares. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K, and the contents thereof are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
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 and thereunto duly authorized.