================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________ Form 10-K/A [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED AUGUST 31, 1997 [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 0-9092 CHENIERE ENERGY, INC. (Exact name of registrant as specified in its charter) DELAWARE 95-4352386 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1200 SMITH ST. SUITE 1710 77002-4312 HOUSTON, TEXAS (Zip code) (Address of principal executive offices) Registrant's telephone number, including area code: (713) 659-1361 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, $ 0.003 PAR VALUE (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such report(s), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [_] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [_] The aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $ 26,572,965 as of October 1, 1997. 14,357,866 shares of the registrant's Common Stock were outstanding as of October 1, 1997. Documents incorporated by reference: The 1997 Proxy Statement of the registrant is incorporated herein by reference. ================================================================================ 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, thereto duly authorized. CHENIERE ENERGY, INC. By: /s/ Walter L. Williams ---------------------------------- President and Chief Executive Officer Date: October 13, 1997 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. SIGNATURE TITLE DATE - --------- ----- ---- /S/ CHARIF SOUKI Co-Chairman of the Board October 15, 1997 - ------------------------ Secretary Charif Souki /S/ WILLIAM D. FORSTER Co-Chairman of the Board October 15, 1997 - ------------------------ William D. Forster /S/ WALTER L. WILLIAMS President and Chief Executive October 15, 1997 - ------------------------ Officer, Director Walter L. Williams /S/ EFREM ZIMBALIST, III Director October 15, 1997 - ------------------------ Efrem Zimbalist, III /S/ KENNETH R. PEAK Director October 15, 1997 - ------------------------ Kenneth R. Peak 2