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
July 2, 2008
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Date of Earliest Reported Event
AMEN PROPERTIES, INC.
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(Exact name of registrant as specified in its Charter)
Delaware
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(State or other jurisdiction of incorporation)
000-22847
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(Commission File Number)
54-1831588
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(IRS Employer Identification No.)
303 W. Wall Street, Suite 2300
Midland, Texas 79701
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(Address of principal executive offices) (Zip Code)
(432) 684-3821
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(Registrant's telephone number, including area code)
NA
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(Former Name or Former Address, if Changed Since Last Report)
Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act
of 1934
FORM 8-K
Item 1.01 - Entry Into a Material Definitive Agreement
As previously disclosed in the 8-K filed on December 18, 2007, Amen Properties,
Inc. (the "Company") entered into a Securities Purchase and Note Agreement (the
"Securities Agreement") on December 17, 2007 for the purpose of raising capital
in connection with the acquisition of oil and gas interests (the "Acquired
Properties") from Santa Fe Energy Trust and Devon Energy Production Company, L.P
(the "Sellers"). Under the terms of the Securities Agreement, the Company issued
$4.3 million in Series D Preferred Stock and $2.7 million in promissory notes
(the "Notes") to an investment group that includes two of the Company's
directors, Eric Oliver and Bruce Edgington. The holders (the "Holders") of the
promissory notes received warrants for the purchase of 450,000 shares of the
Company's common stock (the "Warrants") at a price of $6.02 per share. The due
date of the Notes and the expiration date of the Warrants were both initially
set at June 30, 2008.
Pursuant to NASDAQ regulations, the issuance of shares of the Company's common
stock upon the exercise of the Warrants requires shareholder approval. SEC
regulations require that shareholders be provided with audited financial
statements for the Acquired Properties in connection with such shareholder
approval. As disclosed in the 8-K/A filed on February 22, 2008, the Sellers have
not provided the Company with the information necessary to prepare the required
financial statements and the Company is still working toward providing those
financial statements to the Company's shareholders.
Without shareholder approval for the issuance of the Warrant shares, the
Warrants could not be exercised prior to their expiration on June 30, 2008 and
the Holders desired an extension of the warrant exercise period. Similarly,
without the proceeds from the exercise of the Warrants, the Company desired an
extension of the maturity date of the Notes. Therefore, effective June 25, 2008
the Company and the Holders amended the Notes and Warrants to extend their due
date and expiration date to June 30, 2009. The Company anticipates the exercise
of the Warrants and retirement of the Notes as soon as the shareholder approval
is received.
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.
AMEN Properties, Inc.
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(Registrant)
By: /s/ Jon M Morgan
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Date: July 7, 2008 Jon M Morgan, Chief Executive Officer
(Signature)