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 20, 2004
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 8 - Other Events
Item 8.01. Other Events
On September 20, 2004, Trans Energy, Inc. issued a press release announcing
that it had entered into a letter of Intent to acquire Arvilla Oilfield
Services, LLC, a West Virginia limited liability company, in exchange for shares
of Trans Energy common stock. Upon completion of the acquisition, Clarence and
Rebecca Smith, the current owners of Arvilla, will receive stock representing
approximately 24% of the then issued and outstanding shares of Trans Energy
common stock.
Arvilla is an oilfield service company operating in Ohio, Pennsylvania, New
York and West Virginia currently employing approximately 90 people. Arvilla is
engaged in well servicing, oil hauling, brine hauling, pipeline construction,
service rigs, swab rigs and oil field trucking.
The letter of intent requires that certain debt of Trans Energy be
converted into equity. Accordingly, prior to finalizing the acquisition, Trans
Energy will issue approximately 203 million shares (pre-split) of its
authorized, but previously un-issued common stock, in exchange for the debt. The
conversion price will be at the current market price. Also, Trans Energy's board
of directors has recommends that in connection with the acquisition, the
outstanding share of Trans Energy common stock will be reverse split on
approximately a one share for 150 shares basis. Shares to be issued in exchange
for debt will be subject to the reverse split.
Upon completion of the acquisition Arvilla will become a wholly owned
subsidiary of Trans Energy. The acquisition is subject to a due diligence review
by each party, the completion by Arvilla of appropriate and required audited
financial statements, and other customary closing conditions.
There can be no assurance that the acquisition of Arvilla will be
consummated or, if consummated, that it will be consummated on the terms set
forth in the letter of intent, which is non-binding with respect to the terms of
the proposed transaction and the obligation to close.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description
99.1 Press release of Trans Energy, Inc dated September 20 ,
2004, announcing the signing of the letter of intent with
Arvilla Oilfield Services, LLC.
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 and
closing conditions, 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.
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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 23, 2004 By /S/ ROBERT L. RICHARDS
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Robert L. Richards
President and Chief Executive Officer
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