================================================================================
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): March 14, 2005
------------------
CHENIERE ENERGY, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-16383 95-4352386
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
717 Texas Avenue
Suite 3100
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 659-1361
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 13e-4(c) 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))
================================================================================
Item 8.01. Other Events
On March 14, 2005, Cheniere Energy, Inc. issued a press release announcing that
its Board of Directors approved a two-for-one stock split of its common stock,
$.003 par value per share (the "Common Stock"). The split is payable on April
22, 2005 to stockholders of record on April 8, 2005. The full text of the press
release is set forth on Exhibit 99.1 attached hereto and incorporated herein by
reference.
In accordance with Rule 416 promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), and Item 512 of Regulation S-K under the
Securities Act, the number of shares of Common Stock registered for sale under
the Securities Act by the following Registration Statements on Forms S-8 and S-3
will be deemed to be increased by the stock split to cover the additional shares
resulting from the application of the stock split to the registered shares of
Common Stock remaining unsold as of April 22, 2005 under the Registration
Statements, as amended, listed below:
o Registration Statement on Form S-3 (File No. 333-57533) filed with the
Securities and Exchange Commission on June 23, 1998;
o Registration Statement on Form S-3 (File No. 333-49847) filed with the
Securities and Exchange Commission on April 9, 1998;
o Registration Statement on Form S-8 (File No. 333-52479) filed with the
Securities and Exchange Commission on May 12, 1998;
o Registration Statement on Form S-3 (File No. 333-70195) filed with the
Securities and Exchange Commission on January 7, 1999;
o Registration Statement on Form S-3 (File No. 333-83949) filed with the
Securities and Exchange Commission on July 28, 1999;
o Registration Statement on Form S-3 (File No. 333-94841) filed with the
Securities and Exchange Commission on January 18, 2000;
o Registration Statement on Form S-8 (File No. 333-35868) filed with the
Securities and Exchange Commission on April 28, 2000;
o Registration Statement on Form S-8 (File No. 333-35866) filed with the
Securities and Exchange Commission on April 28, 2000;
o Registration Statement on Form S-3 (File No. 333-61238) filed with the
Securities and Exchange Commission on May 18, 2001;
o Registration Statement on Form S-3 (File No. 333-71496) filed with the
Securities and Exchange Commission on October 12, 2001;
o Registration Statement on Form S-3 (File No. 333-105295) filed with
the Securities and Exchange Commission on May 15, 2003;
2
o Registration Statement on Form S-8 (File No. 333-111457) filed with
the Securities and Exchange Commission on December 22, 2003;
o Registration Statement on Form S-8 (File No. 333-112379) filed with
the Securities and Exchange Commission on January 30, 2004;
o Registration Statement on Form S-3 (File No. 333-114006) filed with
the Securities and Exchange Commission on March 29, 2004; and
o Registration Statement on Form S-3 (File No. 333-111454) filed with
the Securities and Exchange Commission on December 22, 2003.
The foregoing Registration Statements, each of which incorporates this Current
Report on Form 8-K, are hereby amended pursuant to Rule 416 promulgated under
the Securities Act and Item 512 of Regulation S-K under the Securities Act to
increase the number of shares of Common Stock registered thereunder to reflect
the effects of the stock split.
Item 9.01 Financial Statements and Exhibits
c) Exhibits
Exhibit
Number Description
------- -----------
99.1 Press Release, dated March 14, 2005 (filed herewith)
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.
CHENIERE ENERGY, INC.
Date: March 14, 2005 By: /s/ Don A. Turkleson
--------------------
Name: Don A. Turkleson
Title: Senior Vice President and
Chief Financial Officer
3
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
99.1 Press Release, dated March 14, 2005 (filed herewith)