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: June 28, 2006
Date of Earliest Event Reported: June 28, 2006
NATURAL GAS SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada
(State or Other Jurisdiction of Incorporation)
0-27862 41-1781991
------- ----------
(Commission File Number) (I.R.S. Employer Identification No.)
820 Gessner, Suite 1340, Houston, Texas 77024
- --------------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
(713) 935-0122
(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
TABLE OF CONTENTS
Item 8.01 Other Events
Signatures
ITEM 8.01 OTHER EVENTS
This Current Report on Form 8-K updates certain information about Natural
Gas Systems, Inc. ("we" or "our company") that we previously disclosed in
filings with the SEC.
TRANSACTION INVOLVING OUR DELHI FIELD
As previously reported in a Current Report on Form 8-K that we filed with
the SEC on May 11, 2006, our wholly-owned subsidiary, NGS Sub Corp, entered into
a purchase and sale agreement with Denbury Onshore, LLC, a subsidiary of Denbury
Resources, Inc. (NYSE symbol: DNR) on May 8, 2006 to conduct an enhanced oil
recovery project utilizing CO2 flood technology in our Delhi Holt Bryant Unit
within the Delhi Field in northeast Louisiana (the "Delhi Unit"). On June 12,
2006, this transaction closed and we received approximately $50 million from
Denbury and delivered to Denbury an initial 100% working interest and 80% net
revenue interest in the Delhi Unit, and a 75% working interest and an 80% net
revenue interest (proportionately reduced to 60%) in certain other depths of the
Delhi Field. We retained a separate 4.8% royalty interest in the Delhi Field
(including the Delhi Unit) and a 25% working interest in certain other depths of
the Delhi Field (excluding the Delhi Unit, except as described below). Under the
terms of the agreement, Denbury has agreed to contribute all development
capital, technical expertise and required amounts of proven reserves of carbon
dioxide that will be injected into the Delhi Unit oil reservoirs. After the
project generates $200 million of net cash flows before capital expenditures for
Denbury, we will regain a 25% working interest (20% net revenue interest) in the
Delhi Unit. As a result of this transaction, our liquidity has significantly
improved, as described below.
The foregoing descriptions are qualified by reference to Exhibit 10.1,
10.2 10.3 and 10.4 to the Current Report on Form 8-K filed on June 16, 2006,
which Exhibits are incorporated herein by reference.
SIGNIFICANT IMPROVEMENT IN LIQUIDITY
As a result of our recent transaction with Denbury described above, our
liquidity has improved significantly. Under the terms of this transaction, on
June 12, 2006 we received approximately $50 million in cash, and a 25% after
payout back-in working interest in the enhanced oil recovery project Denbury has
undertaken to fund and operate.
Of the approximately $50 million in proceeds, we immediately used
approximately $5.4 million to repay in full our credit facility and used
approximately $257,000 to repay a subordinated loan to our Laird Q. Cagan, the
chairman of our board of directors. Consequently, we currently have no
indebtedness, other than ordinary course trade payables, and we have sufficient
cash resources to continue with the implementation of our business strategy for
the foreseeable future. We plan to deposit a minimum of $3 million, and a
maximum of up to $16 million of the proceeds, with the U. S. Treasury and the
Louisiana Department of Revenue for income taxes due on the gain on sale of our
Delhi property, depending on the amount of IRC 1031 like-kind property exchanges
we ultimately consummate. The estimated remaining balance of these proceeds
(being a range of approximately $28.3 million to $41.3 million, depending on our
ultimate taxable gain) will be used to identify and close additional oil and gas
investment opportunities that fit our business plan, and for working capital and
general corporate purposes.
We have not determined the exact amounts we plan to expend on the above
uses or the timing of such expenditures. The amounts actually expended and the
timing are at our discretion and may vary significantly depending upon a number
of factors, including our ability to identify and close additional oil and gas
opportunities that fit our business plan within the 45 and 180 day windows
allotted to identify and consummate any IRC 1031 like-kind exchanges. Pending
their use as set forth above, such proceeds will be invested in a U.S.
Government money market account.
FORWARD-LOOKING RESULTS WILL LIKELY CHANGE
Due to our purchase and sale agreement with Denbury Onshore LLC, described
under "Transaction Involving our Delhi Field" above, further initiatives
concerning our Delhi Development Drilling Program are expected to be replaced
with the much larger enhanced oil recovery (EOR) project utilizing CO2 flood
technology, which Denbury has undertaken to fund and operate. The Denbury
agreement, although exceeding our original expectations for development results
at Delhi, will result in the immediate loss of production and revenues from
Delhi (excluding our override on existing production) until such time as the EOR
project is completed and brought online by Denbury. Without further acquisitions
of new properties, or production increases at our Tullos Field Area, our
production and revenues will decline in the foreseeable future, as compared to
our previously reported March 31, 2006 results.
APPROVAL TO LIST OUR SHARES ON THE AMERICAN STOCK EXCHANGE
On June 20, 2006, we received approval from the American Stock Exchange to
accept our shares for trading. However, AMEX approval is contingent upon our
being in compliance with all applicable listing standards on the date we begin
trading on the Exchange, and may be rescinded if we are not in compliance with
such standards.
Although we can give no assurances, we are actively attempting to complete
this process, with the expectation that our shares may begin trading by early
July, 2006.
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.
NATURAL GAS SYSTEMS, INC.
Date: June 28, 2006 By: /s/ Robert Herlin
--------------------------------------
Robert Herlin, Chief Executive Officer