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):
March 13, 2006 (March 8, 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 March 8, 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 1,171,432
shares (the "Shares") of the Company's common stock, par value $.01 per share,
at a purchase price of $1.75 per share (the "Purchase Price") for an aggregate
offering price of $2,050,000 (the "Offering"). The net proceeds to the Company
after the payment of commissions and expenses will be approximately $2,025,000.
The Company expects to use the proceeds for possible acquisitions and for
planned expansions of its facilities, as well as for working capital needs and
general corporate purposes. Additionally, in connection with the Offering, the
Company is required to issue warrants (the "Warrants") to purchase 8,572 shares
of the Company's common stock pursuant to the terms and conditions of a
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.
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 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 March 13, 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: March 13, 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 March 13, 2006.