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): September 1, 2005
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 2 - Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets
On September 1, 2005, together with our wholly owned subsidiary Prima Oil
Company, Inc., we finalized the sale of certain assets to Texas Energy Trust
Company and its trustee, George Hillyer ("Buyer"). These assets include the
following:
o Certain leases for the production of oil and natural gas located in
Marion County, West Virginia (the "Marion County Leases");
o Certain oil or natural gas wells located on the Marion County Leases
(the "Marion County Wells"), together with all of the equipment and
other tangible personal property physically attached to any of the
wells, including all pipelines, rights of way, easements, well head
equipment and leasehold estates;
o Certain vehicles and other equipment, parts, inventories and hand
tools;
o Miscellaneous well logs, maps, production data, sales records and
histories, royalty payment records and other information concerning the
Marion County Leases and Marion County Wells;
o A $50,000 reclamation bond pursuant to which all of the Marion County
Wells, and others, are permitted;
o Certain cash and trade accounts receivable generated by the operations
and results of operations of the Marion County Leases and Marion County
Wells, realized on or after August 1, 2005; and
o All the outstanding capital common stock of Cobham Gas Industries held
by Trans Energy, Inc. or any of our affiliates.
The assets are a portion of those total assets we acquired in November 2004
from Texas Energy Trust through Prima Oil Company. In consideration for the
above referenced assets, the Buyer will provide the following to us:
o The return to us of 244,633 shares of Trans Energy, Inc. common stock
initially issued to Buyer in January 2005 and which shares are to be
valued at the closing price per share of our common stock on the
closing date;
o The return to us of all of Buyer's options, warrants and future rights
to acquire any securities of Trans Energy or any of our affiliates;
o We will retain the right to use through December 31, 2005 the $50,000
reclamation bond in order to comply with certain West Virginia boding
requirements; and
o Buyer will assume responsibility for the payment of certain loans in
the amount of $96,839, the liabilities related to the plugging of
certain of the Marion County Wells, all expenses related to operation,
maintenance and ownership of the Marion County Leases and the Marion
County Wells incurred on or after August 1, 2005.
In addition to the above, we have agreed to fulfill the remaining payment
obligations to Buyer under that certain agreement dated November 5, 2004, and we
will retain responsibility for the payment of certain debts related to Cobham
Gas Industries.
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Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
On September 1, 2005, the Trans Energy board of directors accepted the
resignation John G. Corp as a director and Vice President. Mr. Corp was
appointed a director and officer on February 28, 2005. Mr. Corp resigned for
personal reasons and not due to any disagreement or conflict with Trans Energy,
Inc. Our board has not appointed a successor to Mr. Corp, but will consider a
replacement in the future.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
10.1 Asset Purchase Agreement with Texas Energy Trust Company.
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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: September 15, 2005 By /S/ CLARENCE E SMITH
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Clarence E. Smith
Chief Executive Officer and Director
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