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): October 26, 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 3 - Securities and Trading Markets
Item 3.02. Unregistered Sales of Equity Securities
On October 26, 2004, Trans Energy, Inc. distributed an aggregate of 203
million shares of its authorized, but previously unissued common stock in
exchange for the conversion of debt in the amount of $2,401,424 previously
incurred by Trans Energy. The conversion price for the exchange of debt was
established at $0.011 per share, that was the closing bid price of Trans Energy
common stock on the OTC Bulletin Board on October 4, 2004. Those persons
entitled to receive shares upon conversion of debt, the amount of debt
converted, and the amount of shares exchanged for debt is set forth below:
Name Amount of Debt Converted Number of Shares
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Loren E. Bagley (1) $ 728,044 66,185,500
Culpepper Cattle Co. $ 97,758 8,887,000
Rand Marketing $ 161,579 14,689,000
Raven Group $ 400,000 21,053,000
W. W. Stevenson $ 286,000 26,000,000
William F. Woodburn (1) $ 728,043 66,185,500
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Total $ 2,401,424 203,000,000
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(1) A portion of the debt converted by each of Mr. Bagley and by Mr.
Woodburn was in the names of entities that either Mr. Bagley or
Mr. Woodburn has an ownership interest and/or control, and some of
the shares were assigned to other persons. Both Mr. Bagley and Mr.
Woodburn are directors of Trans Energy.
The issuance of the above referenced shares was made in a private, isolated
transaction to persons with knowledge of the business of Trans Energy and who
had consented to convert their debt into shares of Trans Energy common stock.
Accordingly, the transaction was exempt from registration under the Securities
Act of 1933 pursuant to Sections 3(a)(9) and 4(2) of that Act.
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 of
assets, 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: October 26, 2004 By /S/ ROBERT L. RICHARDS
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Robert L. Richards
President and Chief Executive Officer
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