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): January 8, 2008 (January 4, 2008)
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.) |
| 5847 San Felipe, Suite 4300 Houston, Texas | 77057 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (713) 458-1100
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 8.01 Other Events.
On January 11, 2007, Transmeridian Exploration Incorporated (the “Company”) filed a Registration Statement on Form S-3 (File No. 333-139923) (the “Senior Preferred Registration Statement”) with the Securities and Exchange Commission (the “SEC”) with respect to the resale or other disposition from time to time of up to 440,000 shares of the Company’s 15% Senior Redeemable Convertible Preferred Stock (the “Senior Preferred Stock”) and the shares of the Company’s Common Stock issuable upon conversion of the Senior Preferred Stock by the securityholders identified in the “Selling Securityholders” section of the prospectus contained in the Senior Preferred Registration Statement and any prospectus supplement subsequently filed with the SEC relating to the Senior Preferred Registration Statement. The Senior Preferred Registration Statement was declared effective by the SEC on February 6, 2007.
On December 24, 2007, pursuant to the Certificate of Designations, dated December 1, 2006, governing the Senior Preferred Stock (the “Senior Preferred Certificate of Designations”), the Company’s Board of Directors approved and declared a dividend payment of $4.50 per share on the Senior Preferred Stock, payable on January 2, 2008 (or as soon thereafter as practicable) to the holders of record of the Senior Preferred Stock on December 25, 2007. Pursuant to such resolutions of the Company’s Board of Directors and the Senior Preferred Certificate of Designations, the Company paid such dividend in additional shares of the Senior Preferred Stock and, in lieu of any resulting fractional shares of the Senior Preferred Stock, shares of the Company’s Common Stock. Specifically, the Company issued 19,885 additional shares of the Senior Preferred Stock and 1,396 shares of the Company’s Common Stock (in lieu of the resulting fractional shares of the Senior Preferred Stock) in payment of such dividend.
Pursuant to, and in accordance with, Rule 416(b) promulgated under the Securities Act of 1933, as amended, (i) the number of shares of the Senior Preferred Stock and the Company’s Common Stock registered for resale or other disposition pursuant to the Senior Preferred Registration Statement is hereby increased to cover the 19,885 additional shares of the Senior Preferred Stock and 1,396 shares of the Company’s Common Stock issued in payment of such dividend, and (ii) the Senior Preferred Registration Statement, which incorporates this Current Report on Form 8-K by reference, is hereby amended to cover the 19,885 additional shares of the Senior Preferred Stock and 1,396 shares of the Company’s Common Stock issued in payment of such dividend.
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: January 8, 2008 | By: | /s/ Earl W. McNiel | ||
| Name: | Earl W. McNiel | |||
| Title: | Vice President and Chief Financial Officer | |||