UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 13, 2007
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Calibre Energy, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Nevada
(State or Other Jurisdiction of Incorporation)
000-50830 88-0343804
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(Commission File Number) (I.R.S. Employer Identification No.)
1667 K St., NW, Ste. 1230
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Washington, DC 20006
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (202) 223-4401
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
As described in more detail in Item 3.02 of this Current Report on Form
8-K, on April 13, 2007 we completed a $5,000,000 financing through the private
placement of 8,000,000 shares of Series A Convertible Preferred Stock ("Series A
Preferred") with BlueWater Capital Group, LLC, a Houston, TX-based private
investment fund, managed by Prentis B. Tomlinson, Jr., Calibre's Chairman and
Chief Executive Officer.
We anticipate that the proceeds from the Series A Preferred will
be sufficient to fund our planned capital budget and general and administrative
expenditures for the remainder of 2007.
The 8,000,000 shares of Series A Preferred were issued at $0.625 per
share, have a liquidation preference of $5 million, carry no coupon and are not
accompanied by or issued in conjunction with any warrants or options. Each share
of the Series A Preferred shall be convertible at the election of the BlueWater
Capital Group, LLC into shares of Common Stock based on the ratio required to
cause the number of shares of Common Stock issuable upon the conversion of
8,000,000 shares of Series A Preferred Stock to equal 75% of the number of
shares of Common Stock then issued and outstanding.
The issuance of the Series A Preferred, which is authorized and
designated to have that number of votes equal to 51% of the total votes entitled
to be cast by all classes of stock of the Company, results in the holder of the
Series A Preferred exercising substantial influence over the outcome of all
matters requiring a stockholder vote. The conversion of the Series A Preferred
into Common Stock will result in significant dilution to the Company's
stockholders and the book value of their shares of the Company's common stock.
Accordingly, any investment in the Company's common stock will continue to be
highly speculative.
Item 3.02. Unregistered Sale of Securities
On April 13, 2007, we completed a private placement of 8,000,000 Series
A Convertible Preferred Shares with BlueWater Capital Group, LLC, a private
investment group managed by our Chairman, CEO and President Prentis B.
Tomlinson, Jr. in exchange for net proceeds of $5,000,000 of which $1,000,000
has been received by Calibre and the remaining $4,000,000 has been structured as
a note payable to the Calibre in monthly increments of $800,000 over the next 5
months. The Series A Preferred has that number of votes equal to 51% of the
total votes entitled to be cast by all outstanding capital stock. After the
receipt of the total proceeds, the preferred shares may be convertible, at the
election of the Holder, into a fixed amount of common stock, equal to 75% of
total outstanding shares of common stock at the time of conversion.
Each holder of shares of Series A Convertible Preferred Stock shall be
entitled at the election of the holder to cause any or all of such shares to be
converted into shares of Common Stock on the basis of the Conversion Ratio then
in effect, provided, however, that the conversion of the Series A Convertible
Preferred Stock shall not be effective until the Articles of Incorporation of
the Company have been amended to increase the number of authorized shares of
Common Stock to at least 200,000,000 shares (the "Amendment"). Each share of
Series A Convertible Preferred Stock shall be convertible into shares of Common
Stock based on the ratio required to cause the number of shares of Common Stock
issuable upon the conversion of 8,000,000 shares of Series A Preferred Stock to
equal 75% of the number of shares of Common Stock then issued and outstanding
after the conversion (the "Conversion Ratio").
The Series A Preferred are not entitled to receive any dividends unless
dividends are declared and paid by us on the Company's Common Stock. If we pay
dividends on our Common Stock, then each holder of a share of Series A
Convertible Preferred Stock shall be entitled to receive the amount of dividends
such holder would have received if its shares of Series A Convertible Preferred
Stock had already been converted into shares of Common Stock. The Series A
Preferred were not issued in conjunction with any warrants.
Prior to conversion, the Series A Preferred has a liquidation
preference equal to $5 million. In the event of any liquidation, dissolution or
winding up of Calibre, either voluntary or involuntary (a "liquidation event"),
a holder of the Series A Convertible Preferred Stock shall be entitled to
receive out of our assets, prior to the holders of the Common Stock and the
holders of Preferred Stock with rights junior to the Series A Preferred, for
each share of Series A Convertible Preferred Stock held by such holder, $.625
per share (the "Liquidation Preference").
Item 3.03 Material Modification to Rights of Security Holders
The voting power of each share of Series A Convertible Preferred Stock
shall be equal to the number of votes required to cause the aggregate of the
votes entitled to be cast by all of the issued and outstanding Series A
Convertible Preferred Stock to equal 51% of all votes entitled to be cast by all
our classes of stock. The Series A Convertible Preferred Stock shall be entitled
to vote on any and all matters brought to a vote of holders of Common Stock.
Holders of Series A Convertible Preferred Stock shall be entitled to notice of
all shareholder meetings or written consents with respect to which they would be
entitled to vote, which notice would be provided to the holders of the Common
Stock pursuant to the Company's Bylaws and applicable statutes.
On April 13, 2007, our board of directors approved an amendment to
Section 9 the Company's bylaws, pursuant to Nevada law, which state that any
action required to be taken at a meeting of the stockholders, or any other
action which may be taken at a meeting of the stockholders, may be taken without
a meeting if a consent in writing setting forth the action so taken shall be
signed by those stockholders holding the number of votes necessary to approve
the taking of such action at a meeting at which all stockholders entitled to
vote with respect to the subject matter thereof were present and voting, and
such consent shall have the same force and effect as a vote at a meeting.
Item 5.05 Changes in Control of Registrant
The issuance of the Series A Preferred, which is authorized and
designated to carry 51% of the of all votes entitled to be cast by all classes
of stock of the Company, results in the holder of the Series A Preferred
exercising substantial influence over the outcome of all matters requiring a
stockholder vote. The conversion of the Series A Preferred into Common Stock
will result in significant dilution to the Company's stockholders and the book
value of their shares of the Company's common stock.
As a result the holder or holders of Series A Convertible Preferred
Stock may have the ability to influence significantly any decisions relating to:
o elections to our board of directors;
o amendments to our certificate of incorporation;
o the outcome of any corporate transaction or other matter
submitted to our stockholders for approval, including mergers,
consolidations and the sale of all or substantially all of our
assets; and
o a change of control of Calibre (which may have the effect of
discouraging third party offers to acquire Calibre).
Item 9.01 Financial Statements and Exhibits
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(c) Exhibits
10.1 Certificate of Designation, Preferences, Rights and Limitations of Series A
Convertible Stock of Calibre Energy, Inc. dated April 13, 2007
10.2 Investment Agreement dated as of April 13, 2007 between Calibre Energy,
Inc., a Nevada corporation and BlueWater Capital Group, LLC, a Delaware
limited liability company
10.3 Promissory Note dated as of April 13, 2007 between Calibre Energy, Inc., a
Nevada corporation and BlueWater Capital Group, LLC, a Delaware limited
liability company
10.4 Stock Pledge Agreement entered into effective April 13, 2007, by and
between BlueWater Capital Group, LLC, a Delaware limited liability company
and Calibre Energy, Inc., a Nevada corporation
10.5 Guaranty dated as of April 13, 2007, made between Prentis B. Tomlinson, Jr.
and in favor of Calibre Energy, Inc. a Nevada corporation, and its
successors and assigns
10.6 Amendment to Section 9 of Article II of the Bylaws of the Company dated and
effective April 13, 2007
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.
CALIBRE ENERGY, INC.
Date: April 20, 2007 By: /s/ Prentis B. Tomlinson, Jr.
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Name: Prentis B. Tomlinson, Jr.,
Chairman, President and CEO