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): February 28, 2005
TRANS ENERGY, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
NEVADA 0-23530 93-0997412
---------------------------- ------------ -------------------
(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 February 28, 2005, the Trans Energy board of directors authorized
the issuance of 50,000 shares of its authorized, but previously unissued shares
of restricted common stock to Liberty Consulting International, Inc. The shares
are in consideration for services pursuant to a Consulting Services Agreement
between the company and Liberty Consulting International. The shares constitute
less than 5% of the total outstanding shares of Trans Energy common stock and
have not yet been issued as of the date hereof. The issuance of shares is being
made in a private transaction to a person with knowledge of the company's
business in reliance upon an exemption from registration under the Securities
Act of 1933, pursuant to Section 4(2) of that Act.
Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
(c) On February 28, 2005, the Trans Energy board of directors appointed
director Clarence E. Smith to become the company's new Chief Executive Officer.
Robert L. Richards, a director, President and former Chief Executive Officer,
will remain as President and a director.
Mr. Smith became a director of Trans Energy upon the closing of the
acquisition of Arvilla Oilfield Services, LLC on January 31, 2005. He started
Arvilla Well Service in 1981 providing well location construction and clean-up
and wellhead hook-up services. Mr. Smith expanded his business into pipeline
construction which became Arvilla Pipeline Construction Co., operating from
Bristol, Tennessee to Corning, New York. This business provides construction
services to most large gas companies in the area such as Dominion Transmission,
Equitrans, Columbia Natural Resources and other smaller companies. In the summer
of 2004, Mr. Smith and his wife Rebecca purchased Arrow Oilfield Services from
the Belden and Blake Corporation. Arrow was renamed Arvilla Oilfield Services,
LLC. Mr. Smith also owns Arvilla Rental & Equipment, LLC and is registered with
the State of West Virginia as an oil and gas producer. Mr. Smith's wife Rebecca
also serves as a director of Trans Energy.
(d) Also on February 28, 2005, the board appointed John G. Corp as a
new director and a Vice President. Mr. Corp has more than 25 years of extensive
experience in drilling, production and oilfield service operations in the
Appalachian Basin. Prior to joining Trans Energy, Inc., he held various
management positions with Belden & Blake Corp. from 1987-2004. He has a BS
degree in Petroleum Engineering from Marietta (Ohio) College and is a member of
the Society of Petroleum Engineers, the Ohio Oil & Gas Association and is
chairman of the Technical Advisory Committee or the Ohio Department of Natural
Resources.
Notes about Forward-looking Statements
Statements contained in this Current Report which are not historical
facts 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.
-2-
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: March 9, 2005 By /S/ WILLIAM F. WOODBURN
-------------------------------------
William F. Woodburn
Secretary / Treasurer and Principal
Accounting Officer
-3-