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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
APRIL 29, 2004
HARKEN ENERGY CORPORATION
DELAWARE 1-10262 95-2841597
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
580 WESTLAKE PARK BOULEVARD, SUITE 600
HOUSTON, TEXAS 77079
(Address of Principal Executive (Zip Code)
Offices)
Registrant's telephone number, including area code: (281) 504-4000
Former Name or Former Address, if Changed Since Last Report: NOT APPLICABLE
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On April 28, 2004, Harken Energy Corporation (the "Company") completed a
private placement financing transaction in which the Company sold to Alexandra
Global Master Fund Ltd., a British Virgin Islands company ("Alexandra") for an
aggregate cash consideration of $5,000,000: (i) 50,000 shares of its Series J
Convertible Preferred Stock, par value $1.00 per share (the "Series J
Preferred") initially convertible into an aggregate of 5,747,126 shares of the
Company's common stock, par value $0.01 per share (the "Common Stock"); (ii) a
Warrant to purchase up to 2,873,563 shares Common Stock at an exercise price of
$0.98 per share; and (iii) a Unit Purchase Warrant to purchase up to 10,000
units (each a "Unit") at an exercise price of $100 per Unit, each Unit
consisting of (a) one share of Series J Preferred and (b) a warrant to purchase
a number of shares of Common Stock equal to 50% of the number of shares of
Common Stock underlying each share of Series J Preferred purchased upon exercise
of the Unit Purchase Warrant at an exercise price of $0.98 per share. Each share
of Series J Preferred has a liquidation preference of $100 per share, pays an
annual dividend of 5% of the liquidation preference. Each share of Series J
Preferred is initially convertible into an aggregate of 114.9425 shares of
Common Stock. The Company will use the proceeds of the financing for general
working capital purposes and in the operation of the Company's business. The
Company agreed to seek the registration with the Securities and Exchanges
Commission of the shares of Common Stock underlying the Series J Preferred and
the Warrants, together with shares of Common Stock issuable as dividends on the
Series J Preferred, by filing a resale registration statement with the
Commission within 30 days from the completion of the financing.
The full terms and conditions of the financing are set forth in the
Subscription Agreement and attachments filed as an exhibit with this Current
Report, all of which are incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
99.1 Subscription Agreement dated as of April 27, 2004 by and between
Harken Energy Corporation and Alexandra Global Master Fund LTD.,
with annexures thereto
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.
HARKEN ENERGY CORPORATION
(Registrant)
Date: April 29, 2004 By: /s/ ELMER A. JOHNSTON
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Elmer A. Johnston
Vice President, Secretary and
General Counsel
List of Exhibits
Exhibit Number
99.1 Subscription Agreement dated as of April 27, 2004 by and
between Harken Energy Corporation and Alexandra Global Master
Fund LTD., with annexures thereto