UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): February 12, 2008 (February 7, 2008)
Magellan
Petroleum Corporation
(Exact
Name of Registrant as Specified in Its Charter)
(State or
Other Jurisdiction of Incorporation)
1-5507 &
#160; 06-0842255
Commission File
Number) (IRS
Employer Identification No.)
10
Columbus Boulevard, Hartford,
CT 06106
(Address
of Principal Executive
Offices) (Zip
Code)
(Registrant’s
Telephone Number, Including Area Code)
(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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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 February 7, 2008, Magellan Petroleum
Australia Limited (“MPAL”), the wholly-owned Australian subsidiary of Magellan
Petroleum Corporation (the “Company”), entered into a Deed of Settlement between
MPAL, MPAL’s wholly-owned subsidiaries, Magellan Petroleum (N.T.) PTY LTD and
Paroo Petroleum PTY LTD, and the Australian Tax Authority (“ATO”) to settle an
ongoing dispute between MPAL and the ATO for an aggregate settlement payment by
MPAL to the ATO of (Aus.) $14.6 million (U.S. $13.1 million).
As agreed
by the parties, the ATO has issued assessments for the agreed upon amended tax
liabilities. Under the terms of the Deed of Settlement, MPAL agreed
not to object to or appeal from the ATO’s amended assessments. The
settlement payment will be made out of MPAL’s available cash on hand, and is
scheduled to be paid to the ATO on or before February 14, 2008. This
settlement payment will be recorded in the Company’s financial statements for
the second quarter ended December 31, 2007 as a charge against earnings in an
amount of approximately $0.31 per share. The Company has been advised
that approximately Aus. $4.3 million (U.S. $3.9 million) of the settlement
payment will be deductible by MPAL on its Australian income tax returns for
fiscal year 2008 resulting in a $.03 per share tax benefit.
Provided
that the settlement payments are made as scheduled on or before February 14,
2008, the Deed of Settlement with the ATO will constitute a complete release and
extinguishment of the tax liabilities of MPAL and its subsidiaries with respect
to the amended assessments and the prior bad debt deductions.
A copy of
the Company’s press release regarding the settlement between MPAL and the ATO is
filed herewith as Exhibit 99.1 and
is hereby incorporated herein by reference. A copy of the Deed of
Settlement will be filed as an exhibit to the Company’s quarterly report on Form
10-Q for the fiscal quarter ended December 31, 2007.
The following document is filed
herewith:
(c) Exhibits
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99.1
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Company
press release regarding the settlement between MPAL and the ATO, dated
February 7, 2008.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
MAGELLAN PETROLEUM
CORPORATION
By: /s/ Daniel
J.
Samela
Name: Daniel J.
Samela
Title: President,
Chief Financial
Officer and
Treasurer
Dated:
February 12, 2008
EXHIBIT
INDEX
Exhibit
No. Description Page No.
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99.1
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Company
press release regarding the settlement between MPAL and the ATO, dated
February 7, 2008.
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5
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