UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 10-Q/A

Amendment No. 1

 

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2003

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from              to             

 

Commission File No. 001-16383

 

 

CHENIERE ENERGY, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware   95-4352386

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

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

 

 

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   American Stock Exchange
(Title of Class)   (Name of each exchange on which registered)

 

 

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 reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x

 

As of August 13, 2003, there were 14,893,285 shares of Cheniere Energy, Inc. Common Stock, $.003 par value, issued and outstanding.

 

EXPLANATORY NOTE

 

This Amendment No. 1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2003, as originally filed on August 13, 2003, is being filed solely to file Exhibit 10.2 as an exhibit thereto and to amend the Exhibit Index included in Item 6(a) of Part II to add the new exhibit. An amended list of exhibits, including the new exhibit, is set forth below.

 

Except as described above, no other changes have been made to the Report. This Amendment No. 1 does not update any other disclosures to reflect developments since the original date of filing.

PART IV

 

Item 6. Exhibits and Reports on Form 8-K

 

(a) Each of the following exhibits is incorporated by reference or filed herewith:

 

Exhibit No.
  

Description

3.1*   Amended and Restated Certificate of Incorporation of Cheniere Energy, Inc. (“Cheniere”) (Incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q for the three months ended June 30, 1999 (File No. 0-09092))
3.2*   Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Cheniere Energy, Inc. (incorporated by reference to Exhibit 3.2 of the Company’s Quarterly Report on Form 10-Q for the three months ended June 30, 1999 (File No. 0-09092))
3.3*   By-laws of Cheniere as amended through April 7, 1997 (incorporated by reference to Exhibit 3.2 of the Company’s Quarterly Report on Form 10-Q for the three months ended June 30, 1999 (File No. 0-09092))
10.1#   Credit Agreement - Revolving Line of Credit of up to $5,000,000 from Sterling Bank to Cheniere Energy, Inc., Cheniere LNG, Inc., Cheniere Energy Operating Co., Inc., Cheniere LNG Services, Inc. and Cheniere - Gryphon Management, Inc. dated July 25, 2003
10.2+   Warrant to Purchase Common Stock, dated April 16, 2003, issued by Cheniere in favor of Charif Souki
31.1   Certification by Chief Executive Officer required by Rule 13a-14(a) and 15d-14(a) under the Exchange Act
31.2   Certification by Chief Financial Officer required by Rule 13a-14(a) and 15d-14(a) under the Exchange Act
32.1   Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2   Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
* Incorporated by reference
# Filed with original filing

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

CHENIERE ENERGY, INC.

(Registrant)

By:

  

/s/ Don A. Turkleson

    Don A. Turkleson
    Chief Financial Officer

Date: May 26, 2004