SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report: (Date of earliest event reported): May 1, 2006 (April 28, 2006)
Blue Dolphin Energy Company
(Exact name of registrant as specified in its charter)
Delaware 0-15905 73-1268729
(State of Incorporation) (Commission file Number) (IRS Employer
Identification No.)
801 Travis, Suite 2100
Houston, Texas 77002
(Address of Registrant's principal executive offices)
(713) 227-7660
(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:
|_| Written communication 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 April 28, 2006, Blue Dolphin Energy Company (the "Company") entered into
a Stock Purchase Agreement (the "Purchase Agreement") with certain investors
named therein (the "Investors") for the private placement of 400,000 shares (the
"Shares") of the Company's common stock, par value $.01 per share, at a purchase
price of $4.90 per share (the "Purchase Price") for an aggregate offering price
of $1,960,000 (the "Offering"). The net proceeds to the Company after the
payment of commissions and expenses will be approximately $1,800,000 and the
Company expects to use such proceeds for possible acquisitions and planned
expansions of our facilities, as well as working capital needs and general
corporate purposes. Additionally, in connection with the Offering, the Company
is required to issue warrants (the "Warrants") to purchase 24,000 shares of the
Company's common stock pursuant to the terms and conditions of the Placement
Agency Agreement between Starlight Investments, LLC and the Company dated May
27, 2005. The Warrants vest immediately upon issuance and the exercise price per
share varies based on the following conditions: (i) until the later of the
registration of the Warrants or one year from the issue date, 110% of the
Purchase Price, (ii) from the later of (x) the registration of the Warrants and
(y) one year, until two years from the issue date, 120% of the Purchase Price
and (iii) after the expiration of two years from the issue date of the Warrants,
130% of the Purchase Price.
The Shares and the Warrants were issued without registration under the
Securities Act of 1933, as amended (the "Act") in reliance upon the exemptions
from registration provided by Section 4(2) of the Act and Rule 506 of Regulation
D promulgated thereunder. However, the Shares and the Warrants are subject to
certain registration rights as set forth in the Purchase Agreement, whereby the
Company agreed to file a registration statement with the Securities and Exchange
Commission no later than May 15, 2006 for the purpose of registering the Shares
and the Warrants.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
The information disclosed under Item 1.01 of this Current Report on Form
8-K with respect to the Company's issuance of the Shares pursuant to the
Purchase Agreement is incorporated into this Item 3.02 in its entirety.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release dated April 28, 2006.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
Date: May 1, 2006.
BLUE DOLPHIN ENERGY COMPANY
/s/ Gregory W. Starks
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Gregory W. Starks, Treasurer
INDEX TO EXHIBITS
Exhibit Description of Exhibit
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99.1 Press Release dated April 28, 2006.