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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): August 16, 2006
PetroHunter Energy Corporation
(Exact name of registrant as specified in its charter)
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Maryland
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000-51152
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98-0431245 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
1875 Lawrence Street, Suite 1400, Denver, CO 80202
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code (303) 572-8900
N/A
(Former name or former address, if changed since last report)
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 (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 1.01. |
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Entry into a Material Definitive Agreement |
On July 22, 2006, the Company mailed stockholders a Definitive Information Statement on Form
14C (Schedule 14C) announcing that stockholders holding a majority of the Companys outstanding
shares had signed written consents to approve the terms of the 2005 Stock Option Plan (the Plan).
The Schedule 14C became automatically effective August 11, 2006. Accordingly, the Plan became
effective August 11, 2006.
Under the Plan, the Company may grant certain employees both incentive and non-qualified
options to purchase shares of common stock. The Plan is authorized to grant options covering up to
40,000,000 shares. Under the Plan, the Company has assumed the obligation to grant options to
purchase an aggregate of 19,000,000 shares of common stock, including options to purchase
13,000,000 shares to MAB Operating Company and options to purchase 2,000,000 shares each to Kelly
Nelson, the Companys Chairman and CEO, Carmen Lotito, the Companys Chief Financial Officer, and
Garry Lavold, the Companys President. These options were previously granted by GSL Energy
Corporation, of which the Company acquired more than 85% of the outstanding stock in May 2006.
Twenty percent of each of the options granted was exercisable immediately. Twenty percent of each
option became exercisable on August 10, 2006, and twenty percent of each option becomes exercisable
on August 10th of 2007, 2008 and 2009. Each option has an exercise price of $0.50 per share, and
each option expires and terminates, if not exercised sooner, on August 10, 2010.
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Item 5.02 |
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers |
As previously described in the Companys Form 8-K filed on May 15, 2006, on May 12, 2006,
Allan D. Laird and Gregory Leigh Lyons resigned as directors of the Company, leaving two vacant
seats on the Companys Board of Directors. On July 22, 2006, the Company mailed stockholders a
Definitive Information Statement on Form 14C (Schedule 14C) announcing that stockholders holding
a majority of the Companys outstanding shares executed a written consent electing Dr. Anthony K.
Yeats, Kelly H. Nelson and Carmen J. Lotito to serve as directors of the Company. The Schedule 14C
became automatically effective August 11, 2006. Accordingly, Dr. Anthony K. Yeats, Kelly H. Nelson
and Carmen J. Lotito constituted the board of directors of the Company beginning on August 11,
2006. Further details regarding Dr. Anthony K. Yeats, Kelly H. Nelson and Carmen J. Lotito are
provided in Schedule 14C.
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Item 5.03 |
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On July 22, 2006, the Company mailed stockholders a Definitive Information Statement on Form
14C (Schedule 14C) announcing that stockholders holding a majority of the Companys outstanding
shares consented in writing to change the Companys name from Digital Ecosystems Corp. to
PetroHunter Energy Corporation. This Schedule 14C became automatically effective August 11,
2006. Accordingly, effective August 11, 2006, the Companys name became PetroHunter Energy
Corporation.
On July 22, 2006, the Company mailed stockholders a Definitive Information Statement on Form
14C (Schedule 14C) announcing that stockholders holding a majority of the Companys outstanding
shares consented in writing to reincorporate the Company from the state of Nevada to the state of
Maryland. The Company filed the Articles of Incorporation it intended to file with the Secretary
of State of the state of Maryland in its Schedule 14C, which became automatically effective August
11, 2006. Subsequently, the Company filed Articles of Incorporation with the Secretary of State of
the state of Maryland, and effective August 14, 2006, the Company is incorporated in Maryland.
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.
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PetroHunter Energy Corporation
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Signature: |
/s/ Carmen Lotito
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Name: |
Carmen Lotito |
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Title: |
Chief Financial Officer |
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Dated:
August 16, 2006