11 May 2007listing compliance notice▼ BadMajor
CYGNUS OIL & GAS CORP deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
16 Apr 2007listing compliance notice▼ BadMajor
Cygnus obtained a $3 million debtor-in-possession loan from Kings Road Holdings - the same fund whose default notice had helped trigger the bankruptcy - to fund what the company described as a liquidation of its assets; it warned shareholders would likely receive nothing and that it faced delisting from the OTC Bulletin Board if it could not file its overdue 10-K by May 4, 2007.
5 Apr 2007bankruptcy or receivership▼ BadMajor
Cygnus and seven subsidiaries filed for Chapter 11 in Houston after all four holders of its $22 million convertible notes demanded redemption for a combined $27.5 million (125% of principal) plus about $1.1 million in accrued interest. CEO R. Gerald Bennett resigned but stayed Chairman, and H. Malcolm Lovett, Jr. became President and Chief Restructuring Officer.
28 Feb 2007debt financing▼ BadMajor
A third noteholder, RHP Master Fund, demanded redemption of its $3 million note for $3.75 million plus accrued interest. Together with Kings Road and Capital Ventures, three of the four holders were then demanding $22.5 million.
22 Feb 2007debt financing▼ BadMajor
A second convertible-note holder, Capital Ventures, also demanded redemption following Cygnus's default, seeking $5 million - 125% of its $4 million note - plus accrued interest.
15 Feb 2007debt financing▼ BadMajor
Cygnus missed the $412,500 interest payment due December 31, 2006 on its $22 million convertible notes, triggering default and a jump in the interest rate to 12%; noteholder Kings Road Holdings demanded Cygnus redeem its note for $13.75 million, 125% of principal, plus accrued interest.
7 Aug 2006auditor change● Neutral
Cygnus Oil and Gas amended its July 2006 report to say it dismissed auditor L J Soldinger Associates effective July 20, 2006, in favour of UHY LLP for fiscal 2006, and attached the auditors' letters to the SEC dated July 26 and August 7, 2006. The filing itself gives no reason for the change and does not describe any disagreement; it is a follow-up to the original auditor-change report.
26 July 2006auditor change● Neutral
The company (by now renamed Cygnus Oil and Gas) switched auditors again, engaging UHY LLP after interviewing several firms.
25 May 2006material agreement● Neutral
Touchstone signed a 10.5-year lease for its Houston headquarters at 333 Clay Street, the address it would keep through its later bankruptcy filing.
18 Apr 2006capital raising announcement● Neutral
Touchstone acquired rights to 2D/3D seismic data and Alabama prospect assignments from Paradigm Asset Holdings and Seismic Exchange, paying with stock, warrants and a $12,500/month consulting fee while Paradigm kept the right to take up to a 25% working interest in anything discovered.
6 Apr 2006capital raising announcement● NeutralMajor
Touchstone closed a $22 million offering of 7.5% senior convertible notes due April 2009, netting about $20.3 million used partly to pay off older notes - debt that would trigger the company's default and Chapter 11 filing less than a year later.
30 Jan 2006capital raising announcement● Neutral
Touchstone raised another roughly $8.4 million (bringing the round begun in August 2005 to about $14 million total) through stock-and-warrant private placements in the US and overseas; board member R. Gerald Bennett personally invested $252,000 through his own entity, G&S Bennett Ltd.
6 Oct 2005capital raising announcement● Neutral
Touchstone raised roughly $3.27 million in cash plus converted $1.1 million of existing debt through another private placement of common stock and warrants.
13 May 2005capital raising announcement● NeutralMajor
On April 19, 2005 Touchstone Resources USA closed two private stock sales of units (Series A convertible preferred plus warrants at $11.00 per unit): 402,331 units for $4,425,641 in the US offering and 307,727 units for $3,384,997 in the non-US offering. Each preferred share converts into 10 common shares at $1.10, carries an 8% dividend (12% if paid in stock), and ranks ahead of common shareholders for $11.00 per share in a liquidation; the warrants buy 5 shares each at $1.50 for three years. Fees of $575,333 and $338,500 were paid. This adds to the company's run of private fundraisings and creates a senior claim ahead of common stock plus potential dilution.
5 Apr 2005capital raising announcement● Neutral
Touchstone raised about $2.25 million by privately placing Series A convertible preferred stock and warrants.
21 July 2004asset acquisition disposition● NeutralMajor
This amendment adds detail to the March 2004 Touchstone deals: on April 1, 2004 the company agreed to put $1,350,000 cash into PHT Vela Partners, L.P. for a 35.64% limited partnership interest. It also files financial statements and pro forma figures for the acquired businesses; the accompanying statements show the acquired Touchstone USA unit had a net loss of $12,706,979 for the year ended September 30, 2003, including a $10,651,113 write-down of oil and gas properties, and liabilities well above assets. It continues the 2004 asset-buying phase.
24 May 2004asset acquisition disposition● NeutralMajor
Newly-renamed Touchstone bought a string of small oil and gas working interests - Knox Gas/Knox Miss in Mississippi's Black Warrior Basin, stakes in New Zealand's Taranaki Basin and a Texas gas play, and a Louisiana exploration interest - financed mostly with notes payable back to the seller, Endeavour International, on a tight repayment schedule.
4 May 2004auditor change● Neutral
Touchstone Resources USA's auditor Stonefield Josephson resigned on April 8, 2004, and the company hired L J Soldinger Associates on April 19, 2004. Stonefield's earlier reports (for 2002) carried a going-concern warning, and the filing says there were no disagreements with the auditor. This amends an earlier auditor-change report.
19 Apr 2004auditor change● Neutral
Stonefield Josephson resigned as auditor - its prior report on the shell company's 2002 financials had carried a going-concern qualification - and was replaced by L J Soldinger Associates, with no disagreements reported.
15 Apr 2004asset acquisition disposition▲ GoodMajor
The shell company, renamed Touchstone Resources USA, bought a real oil and gas exploration business (Touchstone Resources USA, focused on the Permian Basin, East Texas Basin and Gulf Coast) from Touchstone Resources Ltd. of Canada for 7 million shares, plus small working interests in three other ventures - the transaction that turned the shell into an operating company, with Stephen Harrington becoming CEO.
2 Mar 2004business combination● NeutralMajor
While still a tiny Newport Beach shell called The Coffee Exchange, the company told shareholders that its two directors, George Sines and Scott Yancey, had agreed on Feb 28, 2004 to hand over control to Stephen Harrington. The company would redeem 1,700,000 of Sines' shares and 2,971,000 of Yancey's, and Harrington would buy 300,000 and 354,000 of their shares respectively, ending with 654,000 shares (32.7%) and the board seats, with closing set for March 15, 2004. This is the control change that sets up the Touchstone Resources USA deal; no shareholder vote was required.
3 Apr 2003auditor change● Neutral
While still a tiny Newport Beach shell called The Coffee Exchange, the company switched auditors from MFRC to Stonefield Josephson and took a $100,000 convertible loan from Laguna Capital Group to keep itself funded.