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
14, 2008
____________________________
KODIAK
ENERGY, INC.
(Exact
name of registrant as specified in charter)
DELAWARE
(State or
other Jurisdiction of Incorporation or Organization)
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333-38558
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734
7th Avenue S.W. Calgary, AB T2P
3P8 Canada
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65-0967706
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(Commission
File Number)
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(Address
of Principal Executive Offices and zip code)
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(IRS
Employer Identification No.)
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(403)
262-8044
(Registrant’s
telephone number, including area code)
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of registrant under any of the following
provisions:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Safe Harbor Statement under
the Private Securities Litigation Reform Act of 1995
Information
included in this Form 8-K may contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). This information may involve known and
unknown risks, uncertainties and other factors which may cause the Company’s
actual results, performance or achievements to be materially different from
future results, performance or achievements expressed or implied by any
forward-looking statements. Forward-looking statements, which involve
assumptions and describe the Company’s future plans, strategies and
expectations, are generally identifiable by use of the words “may,” “will,”
“should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project”
or the negative of these words or other variations on these words or comparable
terminology. These forward-looking statements are based on
assumptions that may be incorrect, and there can be no assurance that any
projections included in these forward-looking statements will come to
pass. The Company’s actual results could differ materially from those
expressed or implied by the forward-looking statements as a result of various
factors. Except as required by applicable laws, the Company
undertakes no obligation to update publicly any forward-looking statements for
any reason, even if new information becomes available or other events occur in
the future.
Item
8.01 Other Events
On
October 14, 2008, the Company reported that it has entered into an agreement
with Clarus Securities Inc. (“Clarus”) to act as lead agent and sole book-runner
on a reasonable efforts agency basis for a private placement
offering (the “Offering”) of up to Cdn $5,000,000. The Offering shall
consist of up to Cdn $1,000,000 in common shares of the Company (the
“Common Shares”) and up to Cdn $4,000,000 in common shares of the Company issued
on a “flow-through” basis (the “Flow-Through Shares”). Clarus has also been
granted an option to increase the size of the Offering by up to Cdn $1,000,000,
exercisable at any time up to and including the closing of the
Offering. Proceeds from the Flow-Through Share offering will be used
by the Company to fund ongoing exploration activities eligible for Canadian
Exploration Expense (C.E.E.) and, in respect of the Common Share offering, for
general working capital purposes. The agents will receive an aggregate
commission equal to 8% of the gross proceeds of the Offering and will be granted
a number of compensation options equal to an aggregate of 8% of the total number
of securities sold pursuant to the Offering. Each compensation option will
entitle the holder thereof to acquire one Common Share at the issue price per
security for a period of 24 months from the closing of the Offering. The
Offering is subject to standard closing conditions, including the approval of
the TSX Venture Exchange in Canada and any other necessary regulatory
requirements. The securities will be offered in certain provinces of Canada by
way of a private placement and will be subject to a four month hold period in
Canada. The Offering will not be offered to or sold in the United States or to
any United States persons living outside of the United States.
The
Company also announced that a partners’ meeting was recently held in the
Company’s offices and a budget was approved for the first completion operations
of the Company’s “Lucy” Horn River Basin shale gas program. The approved program
will enable the stimulation of the Muskwa/Evie shales in the a-79-A/94-P-4
vertical wellbore, which was cased in Q1 2008. Production and reservoir testing
will be completed immediately after the stimulation. Based on a successful well
stimulation, the Company believes the well can be tied in for production by the
end of the 2008/09 winter work season. Based on the success of this work program
and the overall timing, the Company and its partners will review the balance of
the planned work program to determine what portions of the second phase can be
advanced. The second phase of the work program consists of drilling an
horizontal leg in the Evie formation and will include a fracture stimulation
program and a flow and build up test to evaluate post fracture deliverability.
Kodiak is the operator and 80% working interest owner of B.C. PNG (Petroleum
Natural Gas) Lease 44104 situated on the southeast edge of the Horn River Basin
and the Muskwa shale gas prospect. This property has the potential to yield
short term cash flow or become one of the Company’s major capital divestiture
opportunities.
Item
9.01 Financial Statements and Exhibits.
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(a)
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Financial statements
of business acquired
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Not
applicable
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(b)
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Pro forma financial
information
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Not
applicable
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Current Report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
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KODIAK
ENERGY, INC.
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(Registrant)
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Date: October
15, 2008
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By:
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/s/ William S.
Tighe
William
S. Tighe
Chief
Executive Officer & President
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