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 14, 2006
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 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
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On August 14, 2006, Trans Energy, Inc. entered into an Assignment and Bill
of Sale (the "Agreement ") with George Hillyer, Trustee of Texas Energy Trust
Company, a Delaware Business Trust ("Tetco"), BOK Operating Company, a Delaware
corporation ("BOK"), and Prima Oil Company, Inc., a Delaware corporation
("Prima") that is wholly owned by Trans Energy. TETCO, BOK and Prima are
collectively referred to as the "Seller." Under the terms of the Agreement, the
Sellers agreed to sell, assign and convey to Trans Energy all of Sellers'
rights, title and interest in the assets of Cobham Gas Industries, Inc.
("Cobham") including certain oil and gas wells, both producing and non-producing
(referred to herein as the "Wells"), leases, pipelines, equipment and rolling
stock (the "Assets"). Also assigned and conveyed to Trans Energy are certain
rights-of-way and roads that may be needed to maintain, produce and abandon the
conveyed Wells.
Section 2 - Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets
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In consideration for the acquisition of assets, Trans Energy will pay Mr.
Hillyer and BOK, the sole owner of Cobham, $600,001 and 1 million shares of
Trans Energy common stock. The shares of common stock are subject to certain
restrictions regarding the future sale of the shares.
The Agreement and assignment of Assets is made without warranty of title to
the wells, either express or implied, and Trans Energy becomes responsible for
the plugging and abandoning of the Wells, as necessary, and for any reclamation
of the lands after plugging and abandoning operations are completed. All
plugging and abandoning operations will be done in accordance with the
applicable rules and regulations of the State of West Virginia or other
jurisdictional authorities.
Upon effectiveness of the assignment at 7:00 AM on August 14, 2006, all
production, revenue, costs, expenses and other liabilities attributable to the
assigned Wells occurring before the effective time will belong to the Sellers,
and all production, assets and liabilities occurring after the effective time
shall belong to Trans Energy.
The Assets being acquired include:
o Certain interests in oil and gas wells, located in Marion County, West
Virginia assigned to BOK by TETCO in May 2006;
o Certain interests in oil and gas wells located in Marion County, West
Virginia assigned to TETCO by Prima in August 2005; and
o Certain rights-of-way, related facilities and miscellaneous vehicles
and equipment.
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Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
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(c) Exhibits
Exhibit No. Description
10.1 Assignment and Bill of Sale
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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.
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: August 17, 2006 By /S/ WILLIAM F. WOODBURN
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William F. Woodburn
Chief Operating Officer and Director
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