UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): September 8, 2006 (September 5, 2006)
Magellan Petroleum Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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| 1-5507
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06-0842255 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| 10 Columbus Boulevard, Hartford, CT
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06106 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
860-293-2006
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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 the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
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| Item 5.02 |
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Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers |
On September 8, 2006, Magellan Petroleum Corporation (the “Company”) announced that on
September 5, 2006 the Company’s Board of Directors unanimously elected Robert Mollah to fill a
newly-created vacancy on the Company’s Board by the Board of Directors, effective immediately.
Concurrently, Mr. Mollah was elected Chairman of the Board of Directors of Magellan Petroleum
Australia Limited, the Company’s wholly-owned operating subsidiary in Australia (“MPAL”). Mr.
Mollah succeeds Rodney E. Cormie, who resigned as Chairman of the MPAL Board of Directors effective
September 5, 2006.
Mr. Mollah, age 64, has served as a member of the Board of Directors of MPAL since 2003. Mr.
Mollah is a geophysicist with broad petroleum exploration experience, both within Australia and
internationally. From 1995 until 2003, Mr. Mollah was the Australian Executive Director of the
Timor Gap Joint Authority which covered the administration of petroleum exploration and production
activities in the Timor Sea Joint Development Zone between Australia and Indonesia/East Timor.
Prior to 1995, he served as a Petroleum Explorationist and Manager with broad experience in the oil
and gas business in Australia and Asia. At this time, the Company does not expect to appoint Mr.
Mollah to any committees of the Company’s Board of Directors.
The Company confirms, as required by regulations under the Securities Exchange Act of 1934,
that (1) there is no family relationship between Mr. Mollah and any director or executive officer
of the Company, (2) there was no arrangement or understanding between Mr. Mollah and any other
person pursuant to which he was elected as a director, and (3) there is no transaction between Mr.
Mollah and the Company that would require disclosure under Item 404(a) of Regulation S-K.
A copy of the Press Release dated September 8, 2006 is filed herewith as Exhibit 99.1
and is hereby incorporated herein by reference.
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| Item 5.03 |
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Effective September 5, 2006, the Company’s Board of Directors adopted an amendment to Article
III, Section 1 of the Company’s Amended and Restated Bylaws, to provide that the Company’s Board of
Directors shall henceforth be comprised of five (5) directorships, increased from four (4)
directorships. No other amendments to the Company’s Amended and Restated Bylaws were made.
A copy of the Company’s Amended and Restated Bylaws, dated as of September 5, 2006, is filed
herewith as Exhibit 3.1 and is hereby incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly
authorized.
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MAGELLAN PETROLEUM CORPORATION |
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By:
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/s/ Daniel J. Samela |
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Name: Daniel J. Samela |
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Title: President, Chief |
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Executive Officer |
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Dated: September 8, 2006
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