UNITED STATES
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
Date of Report (date of earliest event reported): January 31, 2005
TRANS ENERGY, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
NEVADA 0-23530 93-0997412
---------------------------- ------------ -------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
210 Second Street, P.O. Box 393, St. Mary's, West Virginia 26170
(Address of principal executive offices)
Registrant's telephone number, including area code: (304) 684-7053
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))
FORM 8-K
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
As previously reported on Form 8-K filed with the SEC on December 9, 2004,
Trans Energy, Inc. formalized the acquisition of Arvilla Oilfield Services, LLC,
a West Virginia limited liability company, by entering into a merger agreement
and plan of reorganization dated December 3, 2004 with our wholly owned
subsidiary Trans Energy Acquisitions, Inc., Arvilla, Inc., and the controlling
stockholders of Arvilla, Inc.
Arvilla's operations were previously conducted as Arrow Oilfield Service
Company, a division of Belden & Blake Corporation ("B&B"), a privately held
company engaged in the exploration, development and production of oil and
natural gas reserve. In June 2004, Clarence E. Smith and Rebecca L. Smith, the
controlling stockholders of Arvilla, Inc., acquired Arrow Oilfield Services from
B&B and created Arvilla Oilfield Services, LLC as the operating entity.
Subsequently, Mr. And Mrs. Smith created Arvilla, Inc. that acquired all the
membership interests of Arvilla Oilfield Services in order to facilitate the
acquisition by Trans Energy.
On November 29, 2004, our board of directors and stockholders holding a
majority of our outstanding common stock approved a one share for 150 shares
reverse split of our common stock. The reverse split was effected on January 28,
2005.
Section 2 - Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets
The merger agreement was finalized and closed on January 31, 2005. Under
the terms of the agreement, the acquisition was accomplished through a merger of
our subsidiary, Trans Energy Acquisitions, with and into Arvilla, Inc., with
Arvilla being the survivor of the merger. As consideration, current holders of
Arvilla capital stock received 1,185,024 shares of post-split Trans Energy
common stock. These shares were distributed as follows: Clarence E. Smith,
531,437 shares; Rebecca L. Smith 531,437 shares and Howell B. Williams, 122,150
shares. These shares will represent approximately 25% of our total outstanding
shares (post-split) following the transaction, including shares to be issued in
connection with the separate acquisition of assets from Texas Energy Trust
Company. Arvilla will operate as a separate business entity 100% owned by Trans
Energy.
Business of Arvilla
As a result of the merger transaction, we have assumed all of the
operations, assets and liabilities of Arvilla Oilfield Services. In addition to
the new business of Arvilla we will continue our current business of the
transporting, marketing and producing natural gas and oil and engaging in
certain limited exploration and development activities.
Arvilla is engaged in providing well servicing, workover and related
transportation services to independent oil and natural gas producers in the
northeast region of the United States. Arvilla performs ongoing maintenance and
major overhauls necessary to optimize the level of production from existing oil
and natural gas wells and provides certain ancillary services during the
drilling and completion of new wells. Arvilla offers its services in Ohio,
Pennsylvania, New York, Virginia, Kentucky and West Virginia.
Typically, Arvilla will provide a well servicing or swab rig, the crew to
operate the rig, and such other specialized equipment as may be needed to meet a
customer's requirements. Arvilla also owns a fleet of equipment that provides:
-2-
o brine hauling and disposal;
o pipeline and facility construction;
o well location preparation and lease road construction;
o oil hauling; and
o trucking of oilfield equipment, such as rigs, casings,
tubing and rods.
Arvilla's operations were previously conducted as Arrow Oilfield Service
Company, a division of Belden & Blake Corporation ("B&B"), a privately held
company engaged in the exploration, development and production of oil and
natural gas reserve. In June 2004, Mr. and Mrs. Smith acquired Arrow Oilfield
Services from B&B and created Arvilla Oilfield Services, LLC as the operating
entity. Mr. and Mrs. Smith then negotiated with Trans Energy which ultimately
led to the acquisition of Arvilla by us and the execution of the merger
agreement and plan of reorganization.
Arvilla's principal executive offices are located at 7994 South Pleasant
Highway, St. Marys, West Virginia 26170, and its telephone number is (304)
665-2652.
Strategy
Management believes that the Appalachian Basin in the northeastern portion
of the United States provides significant opportunities for exploration and
production companies to develop reserves at shallow depths. Because Arvilla
operates in Ohio, Pennsylvania, New York, Virginia, Kentucky and West Virginia,
we feel that Arvilla's well servicing operations are well positioned to
capitalize on existing market opportunities and established demand for its
services.
Arvilla's service area is located within 500 miles of the major gas markets
for the United States. This strategic location is important as oil and gas
companies develop natural gas reserves for future markets. Management
anticipates that demand for natural gas will grow significantly in the next few
years and, as a result of the demand, it is expected that there to be a marked
increase in drilling activity in the Appalachian Basin served by Arvilla. As
drilling activity increases, the need for the services provided by Arvilla will
increase. Every well drilled requires service of the type that Arvilla is able
to provide. As the drilling activities increase, we expect demand for Arvilla's
services in its operation area to also increase.
Services
Through its experienced work force, Arvilla is able to provide various
services to the oil and gas industry that include:
Trucking services. Arvilla owns a fleet of trucks that can provide
customers with the ability to move equipment, tanks, drill pipe, and other
types of trucking needs necessary in the oil and gas business. Each time a
well is drilled, all drilling equipment must be moved by trucks from one
site to the next. This equipment includes generators, water pumps, drill
pipe, air compressors, drilling rigs, and many other associated items used
in drilling.
Excavating equipment. Arvilla provides dozer, excavators, and loaders
that are used to build access roads, cut drill sites for wells, dig pits,
reclaim drill sites after drilling is completed, reclaim access roads, and
seed, fertilize, lime, and mulch disturbed areas.
Service and swab rigs. Arvilla maintains a fleet of 14 service rigs and
swab rigs capable of servicing wells up to 6,000 feet in depth. This
service includes running pipe, tubing, rods, and swabbing capabilities. All
wells drilled require services of this type.
-3-
Brine and water hauling. Arvilla provides a fleet of 20 vacuum trucks
designed to deliver water to drilling rigs and fracs. Arvilla also hauls
and disposes of brine water from producing wells and disposes of pit water
used in well completions.
Disposal wells. Arvilla has 14 brine disposal wells located at various
locations in Ohio. These wells are used for the disposal of brine and pit
water.
Oil hauling. Arvilla maintains a fleet of 6 oil tankers that pick up
oil from producers at the well site and delivers the oil to terminals, from
which it is shipped to refineries.
Pipelines. Arvilla has the capability of constructing pipelines for the
delivery of natural gas or oil. Most wells drilled require construction of
a natural gas line to deliver gas from the well to a gathering system,
which will ultimately take the gas to market.
Marketing
Arvilla markets its services through its various office locations. Each
office has a designated person who will market the services for that offices's
given area. Currently, the marketing is done from Canton, Ohio, Pleasantville,
Pennsylvania and St. Marys, West Virginia. Arvilla advertises its services in
oil and gas trade journals as well as direct verbal and written communication to
oil ad gas companies operating in the areas served by Arvilla. Arvilla will also
maintains a web site that will be available for current and prospective
customers to review. Brochures will also be prepared for distribution that will
explain those services available.
Facilities
Arvilla currently operates out of facilities located in or near its service
areas. Arvilla's corporate headquarters are located in St. Marys, West Virginia
and consist of a leased 6,400 square foot shop and office facility. This office
manages work in West Virginia, Virginia, and Kentucky. Arvilla owns a 20,000
square foot office and shop located on 39 acres in Canton, Ohio, that manages
most of Arvilla's work in Ohio and some in Western Pennsylvania. This office
reports to the main office in St. Marys. West Virginia. Arvilla also uses a
leased shop and office located in Cambridge, Ohio that manages work in Southern
Ohio and reports to the Canton, Ohio office. Further, Arvilla maintains a leased
shop and office located in Pleasantville, Pennsylvania that manages work in
Pennsylvania and New York and reports to the main office in St. Marys, West
Virginia.
Management
Immediately prior to the effective time of the merger, our board of
directors appointed two new directors, Clarence E. Smith and Rebecca L. Smith,
effective following the close of the merger. Accordingly, the following persons
will make up our board of directors and hold the respective offices as
indicated.
Name Age Position
---- --- --------
Robert L. Richards 59 President, CEO and Director
Loren E. Bagley 62 Vice President and Director
William F. Woodburn 62 Secretary / Treasurer and Director
Clarence E. Smith 41 Director
Rebecca L. Smith 36 Director
---------------------------
-4-
The business experience of each of the persons listed above during the past
five years is as follows:
Robert L. Richards became a director and was appointed President and CEO in
September 2001. From 1982 to the present, he has been President of Robert L.
Richards, Inc. as a consulting geologist with 27 years experience in the
petroleum industry. He has also served as a geologist with Exxon, exploration
geologist with Union Texas Petroleum, and regional exploration manager for
Carbonit Exploration, Inc. From 2000 to the present, he has been President and
CEO of Derma - Rx, Inc., a formulator and marketer of skin care products. Also,
from 1992 to August 2000, Mr. Richards was CEO of Kaire Nutraceuticals, Inc., a
developer and marketer of health and nutritional products. Mr. Richards served
as Vice Presidentof Continental Tax Corporation from March 1989 to August 1992.
He has five and one-half years experience in the United States Air Force as an
Instructor Pilot. Mr. Richards holds a B.S. degree in geology from Brigham Young
University.
Loren E. Bagley served as our President and CEO from September 1993 to
September 2001, at which time he resigned as President and was appointed Vice
President. From 1979 to the present, Mr. Bagley has been self-employed in the
oil and gas industry as president, CEO or vice president of various corporations
which he has either started or purchased, including Ritchie County Gathering
Systems, Inc. Mr. Bagley's experience in the oil and gas industry includes
acting as a lease agent, funding and drilling of oil and gas wells, supervising
production of over 175 existing wells, contract negotiations for purchasing and
marketing of natural gas contracts, and owning a well logging company
specializing in analysis of wells. Prior to becoming involved in the oil and gas
industry, Mr. Bagley was employed by the United States government with the
Agriculture Department. Mr. Bagley attended Ohio University and Salem College
and earned a B.S. Degree.
William F. Woodburn has served as our Vice President from August 1991 to
September 2001, at which time he resigned as Vice President and was appointed
Secretary / Treasurer. Mr. Woodburn has been actively engaged in the oil and gas
business in various capacities for the past twenty years. For several years
prior to 1991, Mr. Woodburn supervised the production of oil and natural gas and
managed the pipeline operations of Tyler Construction Company, Inc. and Tyler
Pipeline, Inc. Mr. Woodburn is a stockholder and serves as President of Tyler
Construction Company, Inc. He is also a stockholder of Tyler Pipeline, Inc. that
owns and operates oil and gas wells in addition to natural gas pipelines, and
Ohio Valley Welding, Inc. that owns a fleet of heavy equipment that services the
oil and gas industry. Prior to his involvement in the oil and gas industry, Mr.
Woodburn was employed by the United States Army Corps of Engineers for twenty
four years and was Resident Engineer on several construction projects. Mr.
Woodburn graduated from West Virginia University with a B.S. in civil
engineering.
Clarence E. Smith graduated from St. Marys (West Virginia) High School and
the PRT Technical School in 1981. He started Arvilla Well Service in 1981
providing well location construction and clean- up and wellhead hook-up
services. Mr. Smith expanded his business into pipeline construction which
became Arvilla Pipeline Construction Co., operating from Bristol, Tennessee to
Corning, New York. This business provides construction services to most large
gas companies in the area such as Dominion Transmission, Equitrans, Columbia
Natural Resources and other smaller companies. Arvilla Pipeline employees
approximately 90 people and can lay up to 20" inch diameter pipe. In the summer
of 2004, Clarence and his wife Rebecca purchased Arrow Oilfield Services from
the Belden and Blake Corporation. Arrow was renamed Arvilla Oilfield Services,
LLC. Mr. Smith also owns Arvilla Rental & Equipment, LLC and is registered with
the State of West Virginia as an oil and gas producer.
-5-
Rebecca L. Smith graduated from Harrisville (West Virginia) High School in
1986 and then from the Wilma Boyd Travel School in Pittsburgh, Pennsylvania. She
was then employed as a travel agent in Philadelphia. Mrs. Smith joined Arvilla
Well Service as a part-time employee in 1995 became a full- time employee of
Arvilla Pipeline in 2000. Mrs. Smith is currently part owner and vice president
of Arvilla Pipeline Construction Co., Inc. and is part owner and acting member
of Arvilla Rental & Equipment, LLC and Arvilla Oilfield Services, LLC. Her
responsibilities include supervising all the offices and the pipeline shop as
well as overseeing the pipeline bid process. She is also active in the public
relations business of both companies and contributed to the design of both
Arvilla's brochure and web site.
Employees
Arvilla Oilfield Services, LLC has approximately 103 full time employees
consisting of the following:
o 38 rig hands that operate or work directly on a service rig or swab
rig;
o 20 truck drivers who drive various types of trucks that haul oil, brine
or oilfield equipment;
o 2 equipment operators who operate various types of excavating
equipment;
o 11 roustabouts who perform various types of labor work associated with
oil and gas production such as setting tank batteries, meter runs and
laying or repairing gas lines;
o 10 mechanics that repair and maintain all types of trucks, rigs and
equipment;
o 4 clerical employees;
o 6 managerial persons; and
o 2 executives.
Arvilla's employees are not members of any union, nor have they entered
into any collective bargaining agreements. Arvilla believes that its
relationship with its employees is good. With the successful implementation of
our business plan, we may seek additional employees in the next year to handle
anticipated potential growth. We anticipate that we may hire additional
employees in the areas of rig operators, truck drivers, mechanics and
roustabouts.
The following persons are considered key employees of Arvilla:
Randy Ile. Mr. Ile is the rig superintendent for Arvilla's Ohio region and
is primarily responsible for the region's service and swag rig activity. He has
been with Arrow Oilfield Services (which is now Arvilla) since 1997. Mr. Ile
graduated from high school in 1966 and served in the armed forces from 1966 to
1969. From 1971 to 1977, he worked as a "roughneck" (oilfield worker) for three
years before becoming a driller. Mr. Ile also became a toolpusher for PEP
Drilling from 1977 to 1987 and then a drilling superintendent from 1987 to 1997.
He is a member of the Ohio Oil & Gas Association and completed BOP training in
1989.
James Hawkins. Mr. Hawkins is the supervisor of oil and water hauling for
Arvilla's Ohio region. He has been with Arrow Oilfield Services (Arvilla) since
1982 when he was initially hired as a rig hand. While with Arrow, Mr. Hawkins
has been a well tender, treat truck driver, roustabout, heavy equipment
operator, oil truck driver and dispatcher of Arrow's Ohio fluid hauling
operations.
-6-
Competition
Arvilla is in direct competition with numerous other oilfield service
companies that operate in the same areas in which Arvilla operates. Some of
Arvilla's competitors include Bishop Well Services, Key Energy, Triad, Carper
Well Services, Danny Long and S & H Water Service. Some existing and potential
competitors have greater financial resources, larger market share and more
customers than Arvilla, which may enable them to establish a stronger
competitive position than we have. There is also much competition for qualified
personnel that operate the equipment used in the oilfield service business.
Management believes that Arvilla can successfully compete with these other
businesses in securing trained personnel and additional customers.
Item 3.02 Unregistered Sales of Equity Securities
In connection with the closing of the merger agreement on January 31, 2005,
Trans Energy issued to the current holders of Arvilla, Inc. capital stock an
aggregate of 1,185,024 shares of Trans Energy common stock. These shares were
distributed as follows: Clarence E. Smith, 531,437 shares; Rebecca L. Smith
531,437 shares and Howell B. Williams, 122,150 shares.
Each recipient of the Trans Energy shares is a sophisticated and
knowledgeable investor and has full access to all pertinent business and
financial information related to Trans Energy and Arvilla. Accordingly, Trans
Energy has relied upon the exemption from registration under the Securities Act
of 1933 provided by Section 4(2) of the Act that exempts a transaction not
involving a public offering.
Section 5.01 - Corporate Governance and Management
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
In connection with the acquisition of Arvilla, Inc., immediately prior to
the effective time of the merger transaction our board of directors unanimously
appointed two new directors, Clarence E. Smith and Rebecca L. Smith, effective
upon the closing of the transaction on January 31, 2005. Except as provided in
the merger agreement, there was no arrangement or understanding between the new
directors and any other person. The new directors have not been appointed to any
committees of the board as of this time.
Item 5.03 Amendment to Articles of incorporation or Bylaws; Change in Fiscal
Year
In connection with the reverse stock split effected January 28, 2005, we
filed with the State of Nevada on the same date an amendment to our articles of
incorporation to reflect the reverse split. The amendment reported the reverse
stock split and stated that our current authorized capitalization will remain
unchanged at 500 million shares of common stock with a par value of $0.001. The
reverse stock split and amendment were approved by the written consent of
shareholders holding a majority of our common stock by a vote of 256,287,738
shares (51.6%) voting for, and zero shares voting against.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
Requisite financial statements and pro forma financial information
will be filed by amendment to this Form 8-K within the period
permitted under applicable regulations.
-7-
(b) Pro Forma Financial Information
See Item 9.01(a) above
(c) Exhibits
Exhibit No. Description
----------- -----------
2.1 Agreement and Plan of Reorganization with Arvilla
(incorporated by reference to the Preliminary Information
Statement pursuant to Section 14C filed with the SEC on
December 8, 2004)
Notes about Forward-looking Statements
Statements contained in this Current Report which are not historical facts,
including all statements regarding the consummation of the acquisition of
assets, may be considered "forward-looking statements" under the Private
Securities Litigation Reform Act of 1995. Forward-looking statements are based
on current expectations and the current economic environment. Trans Energy
cautions the reader that such forward-looking statements are not guarantees of
future performance. Unknown risks and uncertainties as well as other
uncontrollable or unknown factors could cause actual results to materially
differ from the results, performance or expectations expressed or implied by
such forward-looking statements.
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.
TRANS ENERGY, INC.
Date: February 2, 2005 By /S/ ROBERT L. RICHARDS
-------------------------------------------
Robert L. Richards
President and Chief Executive Officer
-8-