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): December 3, 2004
TRANS ENERGY, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 0-23530 93-0997412
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(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
On September 10, 2004, Trans Energy, Inc. entered into a letter of intent
to acquire Arvilla Oilfield Services, LLC, , a West Virginia limited liability
company. The acquisition was formalize by executing on December 3, 2004 a merger
agreement and plan of reorganization by and among Trans Energy, 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.
Under the terms of the agreement, the acquisition is to be 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 will receive approximately 1,185,024
shares of post-split Trans Energy common stock. 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.
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 effective date of the split will be
established by our board for a date prior to the effective date of the merger
agreement with Arvilla. We presently anticipate the split to occur on or about
January 13, 2005.
We expect the acquisition of Arvilla to be effective on or about January
14, 2004. Following the merger transaction, we will assume all of the
operations, assets and liabilities of Arvilla Oilfield Services. 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 and employs approximately 103 people.
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 various oilfield equipment
and vehicles.
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 71 days from
the date hereof.
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(b) Pro Forma Financial Information
See Item 9.01(a) above
(c) Exhibits
Exhibit No. Description
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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.
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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: December 9, 2004 By /S/ ROBERT L. RICHARDS
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Robert L. Richards
President and Chief Executive Officer
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