UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
September 14, 2005
Date of Report (Date of earliest event reported)
ABRAXAS PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 0-19118 74-2584033
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
500 N. Loop 1604 East, Suite 100
San Antonio, Texas 78232
(210) 490-4788
(Address of principal executive offices and Registrant's telephone number,
including area code)
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))
Explanatory Note
This Form 8-K/A (Amendment No. 1) is being filed to amend in its entirety
the Form 8-K that Abraxas Petroleum Corporation (the "Company") filed on
September 14, 2005.
Item 1.01 Entry into a Material Definitive Agreement.
On August 19, 2005, the Company issued a press release announcing the
appointment of Paul A. Powell, Jr. to its Board of Directors and filed on August
23, 2005, a Current Report on Form 8-K regarding such press release. On
September 14, 2005, the Company issued a press release announcing that in
connection with his appointment, the Company awarded options, which generally
vest in one-third increments over three years, to Paul A. Powell, Jr. to
purchase 45,000 shares of the Company's common stock at $4.59 per share. A copy
of the September 14, 2005 press release related to this announcement is attached
hereto as Exhibit 99.1. A copy of the form of option agreement is attached
hereto as Exhibit 99.2
Item 7.01 Regulation FD Disclosure.
The information contained in Item 7.01 of this Current Report (including
Exhibit 99.1) is furnished pursuant to Regulation FD and this Item 7.01 and
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that Section. The information in this Item 7.01 will not be deemed an admission
as to the materiality of any information required to be disclosed solely to
satisfy the requirements of Regulation FD.
On September 14, 2005, the Company announced in a press release that its
Board of Directors approved an expanded capital expenditure budget of $32
million for 2005, which increase will be predominantly allocated to Wyoming and
the Oates SW Field area in West Texas, and provided an operational update.
Item 9.01 Final Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
99.1 Press Release dated September 14, 2005 entitled
"Abraxas Announces Expanded Capital Spending Budget
for 2005 and Provides Operational Update"
99.2 Form of Abraxas Petroleum Corporation Nonstatutory
Stock Option Agreement
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.
Abraxas Petroleum Corporation
By: /s/ Chris E. Williford
---------------------------------------------
Chris E. Williford, Executive Vice President,
Chief Financial Officer and Treasurer
Dated: September 14, 2005
Exhibit No. Description
99.1 Press Release dated September 14, 2005 entitled "Abraxas
Announces Expanded Capital Spending Budget for 2005 and
Provides Operational Update"
99.2 Form of Abraxas Petroleum Corporation Nonstatutory Stock
Option Agreement