UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
March 16, 2006
Date of Report (Date of earliest event reported)
ABRAXAS PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 0-19118 74-2584033
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
500 N. Loop 1604 East, Suite 100
San Antonio, Texas 78232
(210) 490-4788
(Address of principal executive offices and Registrant's telephone number,
including area code)
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 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
This amendment on Form 8-K/A amends Item 4.02 of Abraxas' Form 8-K filed on
March 16, 2006 with respect to the disclosure of the nature of the error in the
accounting for other comprehensive income related to the sale of Abraxas'
interest in its former Canadian subsidiary, Grey Wolf Exploration Inc. The
remainder of the report as originally filed remains unchanged except as amended
in this Form 8-K/A.
Item 4.02(a). Non-Reliance on Previously Issued Financial Statements or a
Related Audit Report of Completed Interim Review.
During the first quarter of 2005, Abraxas disposed of its wholly-owned
Canadian subsidiary, Grey Wolf Exploration Inc. ("GW"), through a public
offering in Canada of GW shares. Prior to the sale, the retained earnings and
other comprehensive income ("OCI") equity accounts of GW were included in
Abraxas' consolidated stockholders' equity under "Accumulated Deficit."
As originally reported in Abraxas' Form 10-Q for the quarter ended March
31, 2005, OCI was credited directly to retained earnings and was not included in
income from discontinued operations as a component of the gain. As a result,
Abraxas' income from discontinued operations for the quarter was reported as
$10.7 million and its consolidated net income as $9.2 million. In addition, at
March 31, 2005, stockholders' equity (deficit) was ($43.4 million). As a result
of the restatement referenced in the Form 8-K Report filed on March 16, 2006,
income from discontinued operations for the quarter ended March 31, 2005
increased to $12.9 million and net income increased to $11.4 million.
Stockholders' equity was unchanged.
The error was due to a mistake resulting from the complex nature of
accounting for the sale of a foreign subsidiary and recognition of accumulated
OCI on both Abraxas' and GW's books. The error was corrected in connection with
the preparation of Abraxas' audited financial statements for the year ended
December 31, 2005 and all adjustments were recorded.
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.
Abraxas Petroleum Corporation
By: /s/ Chris E. Williford
----------------------------------------------
Chris E. Williford, Executive Vice President,
Chief Financial Officer and Treasurer
Dated: April 12, 2006