SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
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FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
AND EXCHANGE ACT OF 1934
Date
of
report (Date of earliest event reported): May 31, 2007
Petroleum
Development Corporation
(Exact
Name of Registrant as Specified in Charter)
|
Nevada
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0-7246
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95-2636730
|
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
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(IRS
Employer
Identification
Number)
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120
Genesis Boulevard, Bridgeport, WV 26330
(Address
of Principal Executive Offices)
304-842-3597
(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):
| o |
Written
communications pursuant to Rule 425 under Securities Act (17 CFR
230.425)
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| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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No
Change
(Former
Name or Former Address, if Changed Since Last Report)
Item 1.01. Entry
Into a Material Definitive Agreement.
On
July
20, 2006, effective July 1, 2006, Petroleum Development Corporation (hereinafter
the "Company ") and Marathon Oil Company (hereinafter "Marathon"), an
unaffiliated party, entered into a Purchase and Sale Agreement regarding the
sale of the Company's undeveloped leasehold located in the Grand Valley Field,
Garfield County, Colorado (hereinafter "PSA"), as filed with the Securities
and
Exchange Commission as Exhibit 10.3 to the Form 10-Q for the period ended June
30, 2006.
On
May
31, 2007, the Company and Marathon entered into a Letter Agreement amending
the
above-mentioned PSA. The Letter Agreement relieves the Company of its
obligation, in its entirety, to either drill 16 wells on specifically identified
acreage over the next three years, at the Company's cost and the Company's
benefit, or pay liquidated damages of $1.6 million per un-drilled
well. As a result, the Company will recognize the related, remaining
deferred gain on sale of leaseholds of $25.6 million as a gain on the sale
of
leaseholds in the second quarter of 2007.
Pursuant
to the Letter Agreement, the Company is obligated to drill six wells on
specifically identified acreage. These wells will be drilled on
Marathon's leasehold for Marathon's benefit and at Marathon's
cost. In addition, Marathon will return 160 acres of leasehold
property acquired from the Company pursuant to the PSA.
Item
8.01. Other Events.
On
June
15, 2007, the NASDAQ Listing Qualifications Panel granted the Company's request
for continued listing on the NASDAQ Stock Market, subject to the requirement
that the Company file its Quarterly Report on Form 10-Q for the period ended
March 31, 2007, on or before June 29, 2007. The Company believes that
it will be able to meet this deadline; however, there can be no assurances
that
it will do so or that the Panel will grant an additional extension of time
should the Company fail to make the filing by the June 29, 2007,
deadline. Failure to file by the Panel’s deadline or obtain an
additional extension could result in the delisting of the Company’s securities
from The NASDAQ Stock Market. The Company was originally cited for
failing to satisfy the NASDAQ requirement that it remain current in all its
Securities and Exchange Commission filings, as set forth in Marketplace Rule
4310(c)(14), when the Company was unable to timely file its Form 10-K for the
year ended December 31, 2006. The Company filed its 2006 Form 10-K on
May 23, 2007. As of the date of this Current Report, the Company
continues to be in violation of Marketplace Rule 4310(c)(14) with regard to
its
inability to file timely its Quarterly Report on Form 10-Q for the period ended
March 31, 2007.
EXHIBIT
INDEX
Item
9.01. Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
No.
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Description
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10.1
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Letter
Agreement dated May 31, 2007, between Petroleum Development Corporation
and Marathon Oil
Company.
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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.
PETROLEUM
DEVELOPMENT CORPORATION
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Date:
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June
18, 2007
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By:
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/s/
Richard W. McCullough
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Richard
W. McCullough
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Chief
Financial Officer
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