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Dune Energy 8-K 2007
Form 8-K

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 (date of earliest event reported): April 24, 2007

 


DUNE ENERGY, INC.

(Exact Name of Registrant as Specified in its Charter)

 


 

Delaware   0-27897   95-4737507
State of Incorporation   Commission File Number   IRS Employer I.D. Number

3050 Post Oak Blvd., Suite 695, Houston, Texas 77056

Address of principal executive offices

Registrant’s telephone number: (713) 888-0895

 

(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 8.01 Other Events

On April 24, 2007, Dune Energy, Inc. (“we” or the “Company”) announced its intention to issue (i) $285 million aggregate principal amount of Senior Secured Notes due 2012 (“Senior Secured Notes”) in an offering under Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Act”) and (ii) $140 million of its Senior Redeemable Convertible Preferred Stock (“Preferred Stock”) under Rule 144A of the Act. We plan to use the net proceeds from the issuance of our Senior Secured Notes and Preferred Stock to purchase all of the issued and outstanding shares of common stock of Goldking Energy Corporation, pursuant to that certain Stock Purchase and Sale Agreement between us and Goldking Energy Holdings, L.P., dated effective April 13, 2007.

Neither the Senior Secured Notes nor the Preferred Stock have been registered under the Act or under any state securities laws, and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from the registration requirements. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy either the Senior Secured Notes or the Preferred Stock.

For the notification of our investors, certain information included in the preliminary Offering Memorandums with respect to the Senior Secured Notes and the Preferred Stock, circulated by the Company today, is attached as Exhibit 99.2 hereto.

Item 9.01 Financial Statements and Exhibits

 

Exhibit  

Name of Document

Exhibit 99.1   Press Release dated April 24, 2007
Exhibit 99.2   Certain information included in the preliminary Offering Memorandums, circulated in connection with the Senior Secured Notes and the Preferred Stock on April 24, 2007

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: April 24, 2007   DUNE ENERGY, INC.
  By:  

/s/ James A. Watt

  Name:   James A. Watt
  Title:   Chief Executive Officer

 

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Exhibit Index

 

Exhibit  

Name of Document

Exhibit 99.1   Press Release dated April 24, 2007
Exhibit 99.2   Certain information included in the preliminary Offering Memorandums, circulated in connection with the Senior Secured Notes and the Preferred Stock on April 24, 2007

 

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