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 12, 2003
CONTANGO OIL & GAS COMPANY
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 000-24971 95-4079863
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3700 BUFFALO SPEEDWAY, SUITE 960
HOUSTON, TEXAS 77098
(Address of principal executive offices)
(713) 960-1901
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On December 12, 2003, the Company sold in a private placement transaction 1,600
shares of its Series C cumulative convertible preferred stock (the "Series C
Preferred Stock") to a group of private investors for gross proceeds of
$8,000,000. The terms of the Series C Preferred Stock are set forth in the
Certificate of Designations, Preferences and Relative Rights and Limitations
attached as Exhibit 4.1 hereto. A copy of the Company's press release, dated
December 12, 2003, regarding the sale is attached as Exhibit 99.1 hereto and is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
The following is a list of exhibits filed as a part of this Form 8-K.
Exhibit
Number Description
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4.1 Certificate of Designations, Preferences and Relative Rights and
Limitations for Series C Cumulative Convertible Preferred Stock.
10.1 Securities Purchase Agreement dated December 12, 2003 by and between
Contango Oil & Gas Company and the purchasers named therein.
99.1 Press release of Contango Oil & Gas Company dated December 12, 2003.
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.
CONTANGO OIL & GAS COMPANY
Date: December 17, 2003 By: /s/ KENNETH R. PEAK
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Kenneth R. Peak
Chairman and Chief Executive Officer
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