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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: July 17, 2006
Date of Earliest Event Reported: July 11, 2006
EVOLUTION PETROLEUM CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Nevada
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(State or Other Jurisdiction of Incorporation)
0-27862 41-1781991
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(Commission File Number) (I.R.S. Employer Identification No.)
820 Gessner, Suite 1340, Houston, Texas 77024
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(Address of Principal Executive Offices) (Zip Code)
(713) 935-0122
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(Registrant's Telephone Number, Including Area Code)
Natural Gas Systems, Inc.
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(Former Name or Former Address, if Changed Since Last Report)
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TABLE OF CONTENTS
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Item 1.01 Entry into a Material Definitive Agreement 3
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing 3
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year 3
Item 9.01 Financial Statements and Exhibits 4
Signatures 4
2
Item 1.01 Entry into a Material Definitive Agreement.
Natural Gas Systems, Inc., a Nevada corporation ("we" or the "Company"),
changed its name to "Evolution Petroleum Corporation" effective as of July 11,
2006. The Company's name was changed pursuant to an Agreement and Plan of Merger
dated as of July 11, 2006 by which Evolution Petroleum Corporation, a Nevada
corporation and wholly-owned subsidiary of the Company, merged with and into the
Company, with the Company as the surviving entity and renamed as "Evolution
Petroleum Corporation." This statutory short-form merger and name change was
effectuated without shareholder approval in accordance with the provisions of
Section 92A.180 of the Nevada Revised Statutes. The Company's Board of Directors
authorized this transaction on June 26 2006.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing.
As reported previously in our Current Report on Form 8-K filed with the
SEC on June 28, 2006, on June 20, 2006, we received notification that, subject
to our compliance with all applicable listing standards, our common stock had
been approved for listing on the American Stock Exchange ("AMEX"). Our common
stock was previously listed for quotation on the Over the Counter Bulletin Board
("OTC.BB") under the symbol "NGSY.OB." On or about July 14, 2006 we notified the
OTC.BB of our intention to withdraw such listing. Our common stock commenced
trading on the AMEX under the ticker symbol "EPM" on July 17, 2006.
The Company's press release, dated July 17, 2006, announcing the listing
of our shares for trading on the AMEX is filed with this report as Exhibit 99.1
and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Pursuant to the merger described in Item 1.01 above, the Company's
Articles of Incorporation and Bylaws have been amended, effective as of July 11,
2006, to change the Company's name to "Evolution Petroleum Corporation." Other
than changing the Company's name, no amendments were made to the Company's
Articles of Incorporation or Bylaws.
The Company's press release, dated July 13, 2006, announcing our change of
name is filed with this report as Exhibit 99.2 and is incorporated herein by
reference.
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Item 9.01 Financial Statements and Exhibits.
Exhibits.
The Exhibits included as part of this Current Report are listed in the
attached Exhibit Index. The Exhibit Index, together with the Exhibits listed
therein, are incorporated herein by this reference.
Exhibit No. Description
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99.1 Press Release regarding name change, dated July 13, 2006
99.2 Press Release regarding AMEX listing, dated July 17, 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.
EVOLUTION PETROLEUM CORPORATION
Date: July 17, 2006 By: /s/ Robert Herlin
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Robert Herlin, Chief Executive Officer
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Press Release Natural Gas Systems, Inc. Natural Gas Systems Announces Name Change to Evolution Petroleum Corporation Thursday July 13, 7:30 am ET HOUSTON, July 13 /PRNewswire-FirstCall/ -- NATURAL GAS SYSTEMS, INC. (OTC Bulletin Board: NGSY - News) today announced that it has changed its name to Evolution Petroleum Corporation to better reflect the business model successfully applied since the founding of its predecessor company in 2003. Evolution Petroleum acquires mature oil and gas fields in order to apply technology and capital to substantially restore production and profitability. The technologies employed and being developed include carbon dioxide enhanced oil recovery and a proprietary artificial lift process. As previously reported in June 2006, Evolution Petroleum received approximately $50 million in cash and a 25% reversionary working interest in connection with the sale of its 100% working interest (80% net revenue interest) in the Company's Delhi Field Holt Bryant Unit and a 75% working interest (60% revenue interest) in certain remaining depths in the Delhi Field outside of the Holt Bryant Unit. The purchaser, the leading operator of carbon dioxide enhanced oil recovery projects along the Gulf Coast, has financially committed to install a carbon dioxide enhanced oil recovery project in the Holt Bryant Unit in accordance with specified minimum annual capital expenditures. The reservoirs targeted for CO2 injection have cumulatively produced approximately 190 million barrels of oil from conventional primary and pressure maintenance techniques, an amount believed to be approximately half of the estimated original oil in place. Following the sale, Evolution Petroleum retained a 4.8% royalty interest in the Unit, a reversionary working interest in the Unit and a 25% working interest (20% net revenue interest) outside of the Unit in certain depths of the Delhi Field. Evolution Petroleum Corporation (http://www.evolutionpetroleum.com), formerly Natural Gas Systems, Inc., acquires and develops mature oil and gas resources in order to apply conventional and specialized technology to accelerate production and develop incremental reserves. The Company currently owns interests in a planned enhanced oil recovery project in the 13,636 acre Delhi Field in northeast Louisiana and a 100% working interest in other fields in north central Louisiana.Safe Harbor Statement All statements contained in this press release regarding potential results and future plans and objectives of the Company are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update or review any forward-looking statement, whether as a result of new information, future events, or otherwise. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to, those factors that are disclosed under the heading "Risk Factors" and elsewhere in our documents filed from time to time with the United States Securities and Exchange Commission and other regulatory authorities. Statements regarding our ability to successfully identify and acquire new properties, complete transactions, successfully apply technology applications in the re-development of oil and gas fields, realize future production volumes, realize success in our drilling, development and recovery activities, prices, future revenues and income and cash flows and other statements that are not historical facts contain predictions, estimates and other forward-looking statements. Although the Company believes that its expectations are based on reasonable assumptions, it can give no assurance that its goals will be achieved and these statements will prove to be accurate. Important factors could cause actual results to differ materially from those included in the forward-looking statements. For additional information contact: Investor Contact: John Liviakis, Liviakis Financial Communications, Inc. (415) 389-4670 Evolution Petroleum Contact: Sterling McDonald, Chief Financial Officer (713) 935-0122
News Release July 17, 2006
Evolution Petroleum Corporation Announces Listing on the American Stock Exchange
(Houston, Texas) EVOLUTION PETROLEUM CORPORATION, formerly Natural Gas Systems,
Inc. (OTC:NGSY), is pleased to announce today that its common stock will begin
trading this morning on the American Stock Exchange ("AMEX") under the EPM
ticker symbol. The Company selected J. Streicher & Co. Ltd as its trading
specialist.
Robert Herlin, President and Chief Executive Officer of Evolution Petroleum,
said, "We are very pleased with the listing of our shares on the American Stock
Exchange, and consider this move to be one more major milestone accomplished in
our growth. We believe that being on the AMEX will help us to attract a broader
shareholder base and provide our shareholders with a more liquid and efficient
market in which to trade."
Evolution Petroleum Corporation (www.evolutionpetroleum.com) (AMEX:EPM) acquires
and develops mature oil and gas resources and applies conventional, specialized
or proprietary technology to accelerate production and develop incremental
reserves and shareholder value. The Company currently owns interests in a
planned enhanced oil recovery project in the 13,636 acre Delhi Field in
northeastern Louisiana and a 100% working interest in smaller fields in north
central Louisiana.
Safe Harbor Statement
All statements contained in this press release regarding potential results and
future plans and objectives of the Company are forward-looking statements that
involve various risks and uncertainties. There can be no assurance that such
statements will prove to be accurate and actual results and future events could
differ materially from those anticipated in such statements. The Company
undertakes no obligation to update or review any forward-looking statement,
whether as a result of new information, future events, or otherwise. Important
factors that could cause actual results to differ materially from our
expectations include, but are not limited to, those factors that are disclosed
under the heading "Risk Factors" and elsewhere in our documents filed from time
to time with the United States Securities and Exchange Commission and other
regulatory authorities. Statements regarding our ability to maintain the listing
of our shares on the AMEX, our ability to attract a broader shareholder base and
the enhanced liquidity in our shares as a result of such listing, our ability to
successfully identify and acquire new properties, and our ability to complete
transactions, successfully apply technology applications in the re-development
of oil and gas fields, realize future production volumes, realize success in our
drilling and development activity, prices, future revenues and income and cash
flows and other statements that are not historical facts contain predictions,
estimates and other forward-looking statements. Although the Company believes
that its expectations are based on reasonable assumptions, it can give no
assurance that its goals will be achieved and these statements will prove to be
accurate. Important factors could cause actual results to differ materially from
those included in the forward-looking statements.
For additional information contact:
Investor Contact: John Liviakis, Liviakis Financial Communications,
Inc.
(415) 389-4670
Evolution Petroleum Contact: Sterling McDonald, Chief Financial Officer
(713) 935-0122