tec_8k-80805.htm
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 1, 2008
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TORRENT
ENERGY CORPORATION
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(Exact
name of registrant as specified in its charter)
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Colorado
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000-19949
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84-1153522
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(State
or other jurisdiction of incorporation )
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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11918
SE Division, Suite 197
Portland,
Oregon 97266
(Address
of principal executive offices)
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(503)
224-0072
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(Registrant's
telephone number, including area code)
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No
Change
(Former
name or former address, if changed since last
report)
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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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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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Torrent
Energy Corporation (the "Company") is party to
an Investment Agreement, dated as of June 28, 2006 (the "Investment
Agreement"), with YA Global Investments, L.P. (formerly Cornell Capital
Partners, L.P.) ("YA
Global"), pursuant to which the Company issued to YA Global 25,000 shares
of Series E Convertible Preferred Stock. On August 1, 2008, the
Company failed to make the final mandatory redemption payment required under the
terms of the Investment Agreement and related transaction
documents. Pursuant to the terms of the Investment Agreement and
related transaction documents, the failure to make such payment constitutes an
Event of Default, upon which YA Global may require the Company to redeem all or
any portion of its Series E Preferred Shares. As previously disclosed
in the Company's current report on Form 8-K filed with the Commission on
February 14, 2008, YA Global has already demanded that the Company redeem all of
YA Global's shares of Series E Convertible Preferred Stock for the full
liquidation amount, plus accumulated and unpaid dividends thereon.
As
previously disclosed in the Company's current report on Form 8-K filed with the
Commission on June 3, 2008, the Company commenced Chapter 11 proceedings (Case
No. 08-32638) by filing a voluntary petition for reorganization under the
Bankruptcy Code, with the United States Bankruptcy Court for the District of
Oregon (the “Bankruptcy Court”) on
June 2, 2008. As previously announced in the Company's current report
on Form 8-K filed with the Commission on June 16, 2008, the Company filed
with the Bankruptcy Court: (a) its Joint Plan of Reorganization for Reorganizing
Debtors (the “Reorganization Plan”)
and (b) its Disclosure Statement Regarding Joint Plan of Reorganization for
Reorganizing Debtors (the “Disclosure
Statement”). The Company is seeking approval of the
Reorganization Plan by impaired creditors and equity holders, including YA
Global, and confirmation of the plan by the Bankruptcy Court, all in accordance
with the applicable provisions of the Bankruptcy Code. Bankruptcy law
does not permit solicitation of acceptances of the Reorganization Plan until the
Bankruptcy Court approves the Disclosure Statement. Accordingly, none
of this report, the Reorganization Plan or the Disclosure Statement is intended
to be, nor should any of the report, the Reorganization Plan or
the Disclosure Statement be construed as, a solicitation for a vote on the
Reorganization Plan. The Reorganization Plan will become effective only
if the Company receives the requisite stakeholder approval and the
Reorganization Plan is confirmed by the Bankruptcy Court.
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.
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TORRENT
ENERGY CORPORATION
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Date:
August 5, 2008
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By:
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/s/ Peter
J. Craven |
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Peter
J. Craven |
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Chief
Financial Officer |
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