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): November 24, 2006 (November 17, 2006)
TRANSMERIDIAN EXPLORATION INCORPORATED
(Exact name of registrant as specified in its charter)
| Delaware | 000-50715 | 76-0644935 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 397 N. Sam Houston Parkway E., Suite 300, Houston, Texas | 77060 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (281) 999-9091
Not Applicable
(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:
| ¨ | 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 1.01 | Entry into a Material Definitive Agreement. |
The information contained in Exhibit 99.1 hereto is incorporated herein by reference. The information required by Item 1.01 with respect to the private offering and the concurrent private placement referenced therein, to the extent not provided in Exhibit 99.1 hereto, will be reported by the registrant on a Form 8-K upon the entering into of definitive agreements with respect to such private offering and concurrent private placement.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
(a) The information contained in Exhibit 99.1 hereto is incorporated herein by reference. The information required by Item 2.03 with respect to the private offering and the concurrent private placement referenced therein, to the extent not provided in Exhibit 99.1 hereto, will be reported by the registrant on a Form 8-K upon the entering into of definitive agreements with respect to such private offering and concurrent private placement.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information contained in Exhibit 99.1 hereto is incorporated herein by reference. The information required by Item 3.02 with respect to the private offering and the concurrent private placement referenced therein, to the extent not provided in Exhibit 99.1 hereto, will be reported by the registrant on a Form 8-K upon the entering into of definitive agreements with respect to such private offering and concurrent private placement.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 99.1 | Press release by Transmeridian Exploration Incorporated, dated November 24, 2006, announcing that it has commenced (i) a private offering of $35 million of its senior redeemable convertible preferred stock pursuant to Rule 144A under the Securities Act of 1933 and (ii) a concurrent private placement to a group of private investors of $7.0 million of the same series of its senior redeemable convertible preferred stock. | |
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.
| TRANSMERIDIAN EXPLORATION INCORPORATED | ||||||||
| Date: November 24, 2006 | By: | /s/ Nicolas J. Evanoff | ||||||
| Name: Nicolas J. Evanoff Title: Vice President, General Counsel and Secretary | ||||||||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press release by Transmeridian Exploration Incorporated, dated November 24, 2006, announcing that it has commenced (i) a private offering of $35 million of its senior redeemable convertible preferred stock pursuant to Rule 144A under the Securities Act of 1933 and (ii) a concurrent private placement to a group of private investors of $7.0 million of the same series of its senior redeemable convertible preferred stock. | |