SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report June 28, 2004
ASPEN EXPLORATION CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-9494 84-0811316
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
Incorporation)
2050 S. Oneida St., Suite 208, Denver, CO 80224
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Registrant's telephone number 303-639-9860
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N/A
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(Former name or former address, if changed since last report.)
Item 9. Regulation FD Disclosure
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During the quarter ended June 30, 2004, Aspen Exploration Corporation ("Aspen")
issued shares of its common stock pursuant to exemptions from registration under
the Securities Act of 1933. The following sets forth the information required by
Item 701 of Regulation S-B with respect to those issuances:
Tri-Power Resources, Inc.
On June 28, 2004, Tri-Power Resources, Inc., a privately-held Oklahoma
corporation, purchased a $300,000 convertible debenture from Aspen Exploration
Corporation. Aspen also issued to Tri-Power warrants to purchase 300,000 shares
of its common stock which, if exercised before March 31, 2005, will result in
the purchaser acquiring warrants to purchase an additional 300,000 shares.
(a) The transaction was completed effective June 28, 2004. We issued the
following securities to one accredited investor in exchange for the investor's
payment to Aspen of $300,000:
a convertible debenture with a principal amount of $300,000, bearing
interest at 4% per annum and
300,000 common stock warrants exercisable as described in paragraph (c)
below.
(b) There was no placement agent or underwriter for the transaction and Aspen
did not publicly offer any securities.
(c) The total offering price was $300,000. No underwriting discounts or
commissions were paid.
If the holder exercises the warrant before June 30, 2005, Aspen will receive an
additional $330,000 ($1.10 per share); if the holder exercises the warrant
before June 30, 2006 but after June 30, 2005, Aspen will receive an additional
$360,000 ($1.20 per share).
If the holder exercises the warrant before March 31, 2005, the holder will
receive an additional warrant exercisable to purchase 300,000 shares at $1.25
per share.
In any case, the warrant (and any additional warrant) will expire unless
exercised by June 30, 2006.
(d) We relied on the exemption from registration provided by Sections 4(2) and
4(6) under the Securities Act of 1933 for this transaction and Regulation D. We
did not engage in any public advertising or general solicitation in connection
with this transaction which was in negotiation for more than several weeks. We
provided the accredited investor with disclosure of all aspects of our business,
including providing the accredited investor with our reports filed with the
Securities and Exchange Commission, our press releases, access to our auditors,
and other financial, business, and corporate information. Based on our
investigation, we believe that the accredited investor obtained all information
regarding Aspen it requested, received answers to all questions it (and its
advisors) posed, and otherwise understood the risks of accepting our securities
for investment purposes.
(e) The convertible debenture is convertible into common stock at the effective
price of $1.00 per share (subject to dilution adjustment in the event of stock
splits, stock dividends, and similar transactions, the "Conversion Price"). The
convertible debenture will automatically convert into common stock at the
Conversion Price if the market price for Aspen's common stock as reported by the
OTC Bulletin Board remains above $1.00 per share for ten consecutive trading
days.
Each common stock warrant is exercisable to purchase one share of common stock
through June 30, 2006. The warrants may only be exercised to the extent that
there is an exemption available for the exercise at the time of exercise.
If exercised before March 31, 2005, the exercise price is $1.10 per share, and
the holder will receive one share of common stock and one additional warrant
(exercisable through June 30, 2006 at $1.25 per share) for each warrant
exercised.
If exercised before June 30, 2005, the exercise price is $1.10 per share, and
the holder will receive one share of common stock for each warrant exercised.
If exercised after June 30, 2005 but before the expiration date (June 30, 2006),
the exercise price is $1.20 per share, and the holder will receive one share of
common stock for each warrant exercised.
Aspen has the right to redeem the common stock purchase warrants issued at any
time for the payment of $0.10 per warrant provided there is an effective
registration statement for the resale of the shares underlying the warrant at
the time of the redemption, and provided further that the market price of
Aspen's common stock has exceeded $2.50 per share for twenty of the thirty
trading days preceding the date Aspen gives notice of its intention to redeem
the warrants. There are no other registration rights associated with the
securities issued to the accredited investor.
(f) We will use the proceeds for expenses of drilling and (if warranted)
completing oil and gas wells.
Stock Issuances pursuant to exercise of options
On May 14, 2004, three directors and one executive officer of Aspen, and
one staff member, exercised common stock purchase options they held and acquired
shares of Aspen's common stock. In each case, the persons exercising the options
paid the exercise price by returning common stock to Aspen.
(a) The transactions were each effective May 14, 2004. In the aggregate, Aspen
issued 192,000 shares of its common stock upon the exercise of options at a
price of $0.57 per share. The option holders surrendered a total of 96,849
shares of Aspen's common stock in payment of the exercise price.
(b) There was no underwriter involved in this transaction, and Aspen did not
publicly offer any securities. Each of the persons who acquired shares has had
prior relationships with Aspen extending over a period of many years.
(c) No securities were sold for cash. Aspen accepted shares of its common stock
at its market price as payment of the exercise price for the options.
(d) We relied on the exemption from registration provided by Sections 3(a)(9)
and 4(2) under the Securities Act of 1933 for this transaction and Regulation D.
Each of the persons receiving our common stock was and remains a shareholder of
Aspen, and no person paid any consideration other than the exchange of
securities with Aspen. Furthermore, we did not engage in any public advertising
or general solicitation in connection with this transaction which was in
negotiation for more than several weeks. We provided the investors with
disclosure of all aspects of our business, including providing the accredited
investor with our reports filed with the Securities and Exchange Commission, our
press releases, access to our auditors, and other financial, business, and
corporate information. Based on our investigation, we believe that the investors
obtained all information regarding Aspen it requested, received answers to all
questions it (and its advisors) posed, and otherwise understood the risks of
accepting our securities for investment purposes.
(e) Not applicable, since the securities issued are neither convertible nor
exchangeable.
(f) Not applicable, inasmuch as Aspen did not receive any cash from the issuance
of the securities.
SIGNATURE
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.
ASPEN EXPLORATION CORPORATION
Date: June 28, 2004 By: /s/ Robert A. Cohan
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Robert A. Cohan, President