8-K filed 8/23/07
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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FORM
8-K
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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 23,
2007
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Blast
Energy Services, Inc.
(Exact
name of registrant as specified in its charter)
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California
(State
or Other Jurisdiction of Incorporation)
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333-64122
(Commission
File Number)
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22-3755993
(I.R.S.
Employer Identification No.)
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14550
Torrey Chase Boulevard, Suite 330 Houston, Texas
(Address
of Principal Executive Offices)
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77014-1022
(Zip
Code)
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(281) 453-2888
(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 the registrant under any of the following
provisions (see
General
Instruction A.2. below):
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
Soliciting material pursuant to Rule 14a-12 under the exchange Act (17 CFR
250.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 250.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 250.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement.
On
August
20, 2007, Blast Energy Services, Inc. (the “Company” or “Blast”) entered into an
Agreement and Mutual Release (the “Release”) with the Thornton Security Business
Trust (the “Trust”) whereby the Company and the Trust agreed to release, acquit
and forever discharge each other, their current and former agents, officers,
directors, servants, attorneys, representatives, successors, employees,
trustees, beneficiaries, accountants, and assigns (the “Parties”) from any and
all rights, obligations, claims, demands and causes of action, whether in
contract, tort, under state and/or federal law, or state and/or federal
securities regulations, whether asserted or unasserted, whether known or
unknown, suspected or unsuspected, for or by reason of any matter, cause or
thing whatsoever, including all obligations arising therefrom, and omissions
and/or conduct of each party, and/or each parties’ agents, attorneys, servants,
representatives, successors, employees, directors, officers, trustees,
beneficiaries, accountants and assigns, relating directly or indirectly thereto
(the “Release”). Additionally, the Trust agreed to sell its entire share
ownership of Blast common stock (16,477,500 shares) to the Company in
consideration for the Release and $16.48 in cash.
The
Release, which was subject to Bankruptcy Court approval, was subsequently
approved by the Bankruptcy Court and became effective on August 22, 2007. As
a
result of the Release and transactions contemplated therein, the Trust, will
no
longer own any securities of the Company. The Company will return to its
transfer agent the 16,477,500 shares of common stock received from the Trust
in
connection with the Release once received, which the Company believes will
be
within a week of the parties entry into the Release. This transaction will
reduce the number of outstanding shares by approximately 24%.
Item
9.01 Financial Statements and Exhibits.
Exhibit
Number Description
10.1* Agreement
and Mutual Release
*
Attached hereto.
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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BLAST
ENERGY SERVICES, INC.
(Registrant)
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Dated:
August 23, 2007
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By:
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/s/
John MacDonald
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John
MacDonald
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Chief
Financial Officer
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