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 11, 2006
Parallel Petroleum Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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| 0-13305
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75-1971716 |
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(IRS employer identification number) |
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| 1004 N. Big Spring, Suite 400, Midland, Texas
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79701 |
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| (Address of principal executive offices)
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(Zip code) |
(432) 684-3727
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement
On August 10, 2006, Parallel Petroleum Corporation (“Parallel”) entered into an Underwriting
Agreement with Jefferies & Company, Inc. (the “Underwriting Agreement”), with respect to the issue
and sale by Parallel of 2,500,000 shares of common stock, par value $0.01 per share.
The Underwriting Agreement provides for the sale of 2,500,000 shares of common stock at a per share
price to the underwriter of $24.20, and an initial per share public offering price by the
underwriter of $25.25.
The offering is being made pursuant to an existing and effective shelf registration statement filed
on Form S-3 (File No. 333-119725) with the Securities and Exchange Commission, as supplemented by
the Prospectus Supplement dated August 10, 2006 filed with the Securities and Exchange Commission
pursuant to Rule 424(b) under the Securities Act of 1933, as amended. The Underwriting Agreement is
being filed as Exhibit 1.1 to this Current Report on Form 8-K.
Item 8.01. Other Events
The opinion of Lynch, Chappell & Alsup, P.C. regarding the validity of the common stock issued
pursuant to the offering of shares of common stock described in Item 1.01 is filed as Exhibit 5.1
hereto.
Attached as Exhibit 23.1 is the consent of Cawley, Gillespie & Associates, Inc. to the
incorporation by reference from its reports dated March 10, 2006 and July 19, 2006 on the
evaluation of the oil and gas reserves attributable to the interests of Parallel in certain oil and
gas properties as of December 31, 2005 and June 30, 2006, respectively, into Parallel’s
registration statement on Form S-3 (Registration No. 333-119725) and the prospectus supplement
forming a part of such registration statement.
Attached as Exhibit 23.2 is the consent of BDO Seidman, LLP to the incorporation by reference from
(i) its report dated March 10, 2006, relating to the consolidated financial statements of Parallel
and the effectiveness of Parallel’s internal control over financial reporting included in
Parallel’s Annual Report on Form 10-K for the year ended December 31, 2005, (ii) its report dated
March 24, 2006, relating to the Combined Statements of Revenues and Direct Operating Expenses of
the Oil and Gas Properties Purchased from Lynx Production Company, Inc. and Nine Other Sellers for
the years ended December 31, 2005 and 2004, included in Parallel’s Amendment to Current Report on
Form 8-K/A dated January 12, 2006 filed with the Securities and Exchange Commission on or about
March 30, 2006, and (iii) its report dated May 31, 2006, relating to the Combined Statements of
Revenues and Direct Operating Expenses of the Oil and Natural Gas Properties Purchased in the
Barnett Shale Gas Project for the year ended December 31, 2005, included in Parallel’s Amendment to
Current Report on Form 8-K/A dated March 29, 2006 filed with the Securities and Exchange Commission
on or about June 13, 2006, into Parallel’s registration statement on Form S-3 (Registration No.
333-119725) and the prospectus supplement forming a part of such registration statement.