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): December 23, 2005
MILLER PETROLEUM, INC.
(Exact name of registrant as specified in its charter)
TENNESSEE 033-02249-FW 62-1028629
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3651 BAKER HIGHWAY, HUNTSVILLE, TENNESSEE 37756
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (423) 663-9457
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.
On December 23, 2005, the Registrant entered into a joint venture arrangement
with Wind City Oil & Gas, LLC ("Wind City") pursuant to which the Registrant and
Wind City have agreed to jointly explore, drill and develop certain oil and gas
wells in Tennessee and Texas. As part of the arrangement, the Registrant has
agreed to contribute the properties that will be the subject of the exploration,
development and drilling to the joint venture entity (the "JV"), and Wind City
has agreed to contribute $10 million to the JV. The arrangement provides for a
three-year exclusivity period, during which the Registrant has agreed to present
additional oil and gas opportunities to the JV, as well as a potential
reassignment to the Registrant of one or more of the contributed properties
under specified conditions. The JV is owned 50.1 percent by Wind City and 49.9
percent by the Registrant.
In addition, Wind City Oil & Gas Management ("WCOGM"), an affiliate of Wind
City, has entered into a Management Services Agreement with the JV pursuant to
which WCOGM and certain of its personnel will provide consulting, financial,
exploration, technical and administrative services and support to the JV in
exchange for salaries and performance bonuses. Similarly, the Registrant has
entered into a Drilling and O&M Services Agreement with the JV pursuant to which
the Registrant will provide various services associated with the procurement,
permitting, drilling and operation of the oil and gas wells to the JV in
exchange for salaries and performance bonuses.
On December 23, 2005, in connection with the joint venture arrangement described
above, the Registrant and Wind City entered into a Stock Purchase Agreement
pursuant to which Wind City agreed to purchase 2,900,000 unregistered shares of
the Registrant's common stock (the "Shares") in exchange for $4,350,000. The
Stock Purchase Agreement generally provides that in the event that the agreement
with the JV is terminated prior to September 30, 2006, Wind City has the option
to resell the Shares to the Registrant at the same purchase price, payable by
the Registrant within three months of the date of such sale. The Registrant used
the proceeds from such sale to pay off certain debt under a credit facility with
Prospect Energy Corporation and Petro Capital III, LP.
The press release announcing the above transaction is attached to this Current
Report as Exhibit 99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit No. Description
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99.1 Press Release issued by the Registrant dated
December 29, 2005.
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.
MILLER PETROLEUM, INC.
(Registrant)
Date: December 29, 2005 By: /s/ Deloy Miller
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Deloy Miller
Chief Executive Officer