McKenzie Richard C Jr, et al. – ‘SC 13D/A’ on 2/24/03 re: Gasco Energy Inc

On:  Monday, 2/24/03, at 4:25pm ET   ·   Accession #:  950172-3-603   ·   File #:  5-57283

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment No. 4                                       18±    74K 

Document Table of Contents

SC 13D/A
1st “Page” of 6
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

----------------
SCHEDULE 13D
 Amendment No. 4
(Rule 13d-101)

 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
 TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

 RULE 13d-2(a)

Gasco Energy, Inc.
------------------------------------------------------------------------------- 
(Name of Issuer)

 Common Stock, par value $0.01 per share
------------------------------------------------------------------------------- 
(Title of Class of Securities)

 367220100
------------------------------------------------------------------------------- 
(CUSIP Number)

 Kathryn H. Smith, 114 John St. Greenwich, CT 06831 (203) 861-7525
------------------------------------------------------------------------------- 
 (Name, Address and Telephone Number of Person
 Authorized to Receive Notices and Communications)

February 5, 2003
------------------------------------------------------------------------------- 
 (Date of Event which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report 
the acquisition that is the subject of this Schedule 13D, and is filing this    
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[_].                                                                            

Note: Schedules filed in paper format shall include a signed original and five  
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.                                                  

(Continued on following pages)
 (Page 1 of 5 Pages)

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of   
1934 or otherwise subject to the liabilities of that section of the Act but     
shall be subject to all other provisions of the Act (however, see the Notes).   

CUSIP No. 367220100                     13D                    Page 2 of 5 Pages

________________________________________________________________________________
1    NAME OF REPORTING PERSON                                                   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)         
Richard C. McKenzie, Jr.                                            
______________________________ _________________________________________________
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                          
(a)  [ x]                                                         
(b)  [  ]                                                         
________________________________________________________________________________
3   SEC USE ONLY                                                                
________________________________________________________________________________
4   SOURCE   OF FUNDS*                                                          
PF                                                                    
________________________________________________________________________________
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                    
PURSUANT TO ITEMS 2(d) OR 2(e)                                   [_]  
________________________________________________________________________________
6   CITIZENSHIP OR PLACE OF ORGANIZATION                                        
United States                                                         
________________________________________________________________________________
7    SOLE VOTING POWER                        
NUMBER OF                8,877,114                                              
SHARES           _______________________________________________________________

BENEFICIALLY     8    SHARED VOTING POWER                                       
OWNED BY                 599,600                                                
                 _______________________________________________________________
EACH             9    SOLE DISPOSITIVE POWER                                    
REPORTING                8,877,114                                              
                 _______________________________________________________________
PERSON  WITH     10   SHARED DISPOSITIVE POWER                                  
WITH                     599,600                                                
________________________________________________________________________________
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               
9,501,714                                                             
_______________________________________________________________________________ 
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 
________________________________________________________________________________
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         
20.7%*                                                                
________________________________________________________________________________
14   TYPE OF REPORTING PERSON*                                                  
IN                                                                    
________________________________________________________________________________

SC 13D/A
2nd “Page” of 6
TOC
1st
Previous
Next
↓Bottom
Just 2nd
CUSIP No. 367220100                     13D                    Page 3 of 5 Pages

________________________________________________________________________________
1    NAME OF REPORTING PERSONS                                                  
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)         
Margaret Byrne McKenzie                                             
________________________________________________________________________________
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                          
(a)  [ x]                                                         
(b)  [  ]                                                         
________________________________________________________________________________
3    SEC USE ONLY                                                               
________________________________________________________________________________
4    SOURCE   OF FUNDS*                                                         
PF                                                                    
________________________________________________________________________________
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                   
PURSUANT TO ITEMS 2(d) OR 2(e)                                   [_]  
________________________________________________________________________________
6   CITIZENSHIP OR PLACE OF ORGANIZATION                                        
United States                                                           
______________________________________________________________________________  
7    SOLE VOTING POWER                        
NUMBER OF                15,000                                                 
SHARES           _______________________________________________________________

BENEFICIALLY     8    SHARED VOTING POWER                                       
OWNED BY                 599,600                                                
                 _______________________________________________________________

EACH             9    SOLE DISPOSITIVE POWER                                    
REPORTING                15,000                                                 
                 _______________________________________________________________

PERSON  WITH     10   SHARED DISPOSITIVE POWER                                  
WITH                     599,600                                                
________________________________________________________________________________

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               
9,501,714                                                             
_______________________________________________________________________________ 
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 
________________________________________________________________________________
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         
20.7%                                                                 
________________________________________________________________________________
14   TYPE OF REPORTING PERSON*                                                  
IN                                                                    
________________________________________________________________________________

SC 13D/A
3rd “Page” of 6
TOC
1st
Previous
Next
↓Bottom
Just 3rd
CUSIP No. 367220100                     13D                    Page 4 of 5 Pages

________________________________________________________________________________
1    NAME OF REPORTING PERSONS:   Seven Bridges Foundation, Inc.                
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)     06-1498953
________________________________________________________________________________
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                          
(a)  [x ]                                                         
(b)  [  ]                                                         
________________________________________________________________________________
3    SEC USE ONLY                                                               
________________________________________________________________________________
4    SOURCE   OF FUNDS*                                                         
WC                                                                    
________________________________________________________________________________
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                   
PURSUANT TO ITEMS 2(d) OR 2(e)                                   [_]  
________________________________________________________________________________
6   CITIZENSHIP OR PLACE OF ORGANIZATION                                        
Connecticut                                                           
________________________________________________________________________________
7    SOLE VOTING POWER                        
NUMBER OF             10,000                                                    
SHARES           _______________________________________________________________

BENEFICIALLY     8    SHARED VOTING POWER                                       
OWNED BY              0                                                         
                 _______________________________________________________________
EACH             9    SOLE DISPOSITIVE POWER                                    
REPORTING             10,000                                                    
                 _______________________________________________________________
PERSON  WITH     10   SHARED DISPOSITIVE POWER                                  
WITH                  0                                                         
________________________________________________________________________________
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING                      
PERSON                                                            
9,501,714                                                         
_______________________________________________________________________________ 
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 
________________________________________________________________________________
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         
20.7%                                                                 
________________________________________________________________________________
14   TYPE OF REPORTING PERSON*                                                  
CO                                                                    
________________________________________________________________________________

SC 13D/A
4th “Page” of 6
TOC
1st
Previous
Next
↓Bottom
Just 4th
       This Amendment No. 4 amends and supplements the Schedule 13D as filed
on August 28, 2002 and amended on September 19, 2002, October 15, 2002 and      
January 22, 2003 (the "13D") with respect to the shares of common stock, par    
value $1.00 per share (the "Common Stock"), of Gasco Energy, Inc., a Nevada     
corporation (the "Company"). The item numbers and responses thereto below are in
accordance with the requirements of Schedule 13D.                               

Item 4.  Purpose of Transaction                                                 

    Item 4 of the 13D is hereby amended and supplemented by adding the
following paragraph before the final paragraph thereof.                         

    "On February 5, 2003, Mr. McKenzie entered into a Subscription and
Registration Rights Agreement with the Company (the "Subscription Agreement"), a
copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by  
reference. On February 12, 2003, Mr. McKenzie purchased 6,818 shares of Series B
Preferred Stock, par value $0.001 per share, of the Company, pursuant to such   
agreement."                                                                     

Item 5.   Interest in Securities of the Issuer.                                 

Item 5 of the 13D is hereby amended and restated in its entirety as follows:  

"(a)                                                                            

    The share ownership set forth in this Item 5 is as of February 18,
2003. As of such date, Mr. McKenzie held 4,591,400 shares of Common Stock,      
comprised of 2,052,400 shares held by him personally and 2,539,000 shares held  
in his retirement accounts, through two custodians. In addition, Mr. McKenzie   
held 6818 shares of Series B Preferred Stock, par value $0.001 per share, of the
Company (the "Preferred Stock"). Each share of Preferred Stock may be converted 
at any time into 628.6 shares of Common Stock. Mrs. McKenzie held 15,000 shares 
in her retirement account, through a custodian. In addition, Mr. and Mrs.       
McKenzie held 440,500 shares as co-trustees of the Charitable Lead Annuity Trust
2000 (the "2000 Trust") and 159,100 shares as co-trustees of the Charitable Lead
Annuity Trust 2001 (the "2001 Trust"). The Foundation held 10,000 shares of     
Common Stock.                                                                   

(b)                                                           

         Mr. McKenzie has the sole power to vote and dispose of 4,591,400 shares
of Common Stock, comprised of the shares held by him personally and in his      
individual retirement accounts. Mr. McKenzie also has the sole power to vote his
6818 shares of Preferred Stock. Each share of Preferred Stock has 628.6 votes.  

       Mrs. McKenzie has the sole power to vote and dispose of 15,000 shares
of Common Stock held in her individual retirement account. Mr. and Mrs. McKenzie
are co-trustees of the 2000 Trust and 2001 Trust, and they share power to vote  
and dispose of the 599,600 shares of Common Stock held in the aggregate by such 
trusts, respectively. The Foundation has the sole power to vote and dispose of  
10,000 shares."                                                                 

Item 6.  Contracts, Arrangements, Understandings or Relationships With Respect  
to Securities of the Issuer.                                  

    Item 6 of the 13D is hereby amended and supplemented by adding the
following paragraph before the final paragraph thereof.                         

  "On February 5, 2003, Mr. McKenzie entered into the Subscription
Agreement with the Company. Pursuant to such agreement, Mr. McKenzie purchased  
6818 shares of Preferred Stock from the Company on February 12, 2003. A copy of 
such agreement is filed herewith as Exhibit 10.2 and is incorporated herein by  
reference."                                                                     

Item 7.  Material to be Filed as Exhibits.                                      

10.2 Subscription and Registration Rights Agreement, dated February 5, 2003,    
between Richard C. McKenzie, Jr. and Gasco Energy, Inc.                         

 SIGNATURE

      After reasonable inquiry and to the best of his or her knowledge and
belief, each of the persons below certifies that the information set forth in   
this statement is true, complete and correct.                                   

Dated as of:    February 18, 2003                                               

Richard C. McKenzie, Jr.                                                        

/s/ Kathy Smith                                                                 
______________________________                                                  
Kathy Smith                                                                     
Attorney                                                                        

Margaret Byrne McKenzie                                                         
/s/ Kathy Smith                                                                 
______________________________                                                  
Kathy Smith                                                                     
Attorney                                                                        

SEVEN BRIDGES FOUNDATION, INC.                                                  

By:                                                                             

/s/ Kathy Smith                                                                 
______________________________                                                  
Name:  Kathy Smith                                                              
Title: Executive Director                                                       

SC 13D/A
5th “Page” of 6
TOC
1st
Previous
Next
↓Bottom
Just 5th
                                                                Exhibit 10.2

GASCO ENERGY, INC.

SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT

This Subscription and Registration Rights Agreement (this     
"Agreement"), made as of the date set forth below by and between Gasco Energy,  
Inc. (the "Company") and the undersigned ("Subscriber"), is intended to set     
forth certain representations, covenants and agreements between the Company     
and the Subscriber, with respect to the offering (the "Offering") for sale by   
the Company of shares of Series B Preferred Stock, par value $.001 per share    
(the "Preferred Stock"), as described in the Company's Private Placement        
Memorandum dated February 5, 2003 (the "Memorandum"), a copy of which has been  
delivered to Subscriber.                                                        

1. Subscription. Subject to the terms and conditions hereof, the Subscriber     
hereby irrevocably subscribes for and agrees to purchase from the Company the   
number of shares of Preferred Stock (the "Shares") set forth under the          
Subscriber's name on the signature page hereto at a purchase price of $440.00   
per share (the "Offering Price"), and the Company agrees to sell such Shares    
to the Subscriber at the Offering Price, subject to the Company's right to      
sell to the Subscriber such lesser number of Shares as the Company may, in its  
sole discretion, deem necessary or desirable.                                   

2. Delivery of Subscription Amount; Acceptance of Subscription; Delivery of     
Shares. Subscriber understands and agrees that this subscription is made        
subject to the following terms and conditions:                                  

       (a) Subscriber understands that separate subscription agreements will
be executed with other Subscribers for the remainder of the Shares to be sold in
the Offering;                                                                   

(b) Contemporaneously with the execution and delivery of this 
Agreement, Subscriber shall execute and deliver the Certificate of Accredited   
Investor Status, and shall wire to the Company to hold in a separate,           
non-interest bearing account, immediately available funds in the amount equal to
the Offering Price multiplied by the number of Shares for which the Subscriber  
has subscribed (the "Subscription Amount") in accordance with the instructions  
set forth on Exhibit A hereto.                                                  

     (c) The subscription for Shares shall be deemed to be accepted only
when this Agreement has been signed by an authorized officer of the Company, and
the deposit of the Subscription Amount for clearance will not be deemed an      
acceptance of this Agreement;                                                   

      (d) The Company shall have the right to reject this subscription, in
whole or in part and shall have the right to allocate Shares among Subscribers  
in any manner it may desire;                                                    

(e) The payment of the Subscription Amount (or, in the case of
rejection of a portion of the Subscriber's subscription, the part of the payment
relating to such rejected portion) will be returned promptly, without interest, 
if Subscriber's subscription is rejected in whole or in part or if the Offering 
is withdrawn or canceled;                                                       

      (f) Certificates representing the Shares purchased will be issued in
the name of each Subscriber within 5 days of the consummation of the Offering as
set forth under Section 3 hereof; and                                           

      (g) The representations and warranties of the Company and Subscriber
set forth herein shall be true and correct as of the date that the Company      
accepts this subscription.                                                      

3.       Terms of Subscription.                                                 

        (a) The subscription period will begin as of February 5, 2003 and will
terminate at 11:59 p.m. Eastern time on February 10, 2003, unless extended by   
the Company, on one or more occasions, for up to an additional sixty (60) days  
(the "Termination Date"). Such extension may be effected without notice to the  
Subscribers.                                                                    

     (b) If the Subscriber is not a United States person, the Subscriber
hereby represents that it has satisfied itself as to the full observance of the 
laws of its jurisdiction in connection with any invitation to subscribe for the 
Shares or any use of this Agreement, including (i) the legal requirements within
its jurisdiction for the purchase of the Shares, (ii) any foreign exchange      
restrictions applicable to such purchase, (iii) any governmental or other       
consents that may need to be obtained, and (iv) the income tax and other tax    
consequences, if any, that may be relevant to the purchase, holding, redemption,
sale or transfer of the Shares. The Subscriber's subscription and payment for,  
and his or her continued beneficial ownership of the Shares, will not violate   
any applicable securities or other laws of the Subscriber's jurisdiction.       

4.       Registration Rights.                                                   

         (a) Subscriber acknowledges that it is acquiring the Shares for its own
account and for the purpose of investment and not with a view to any            
distribution or resale thereof within the meaning of the Securities Act of 1933,
as amended, (the "Securities Act"). The Subscriber further agrees that it will  
not sell, assign or transfer the Shares, or shares of common stock of the       
Company, par value $.0001 ("Common Stock"), into which the Shares are           
convertible (the "Underlying Common Shares"), at any time in violation of the   
Securities Act and acknowledges that, in taking unregistered securities, it must
continue to bear the economic risk of its investment for an indefinite period of
time because of the fact that the Shares and the Underlying Common Shares have  
not been registered under the Securities Act, and further realizes that neither 
the Shares nor the Underlying Common Shares can be sold unless subsequently     
registered under the Securities Act or an exemption from such registration is   
available. The Subscriber further recognizes that the Company is not assuming   
any obligation to register the Shares or the Underlying Common Shares except as 
expressly set forth herein. The Subscriber also acknowledges that appropriate   
legends reflecting the status of the Shares and the Underlying Common Shares    
under the Securities Act may be placed on the face of the certificates for such 
shares at the time of their transfer and delivery to the holder thereof.        

(b) Neither the Shares nor the Underlying Common Shares may be
transferred except in a transaction which is in compliance with the Securities  
Act. Except as provided hereafter with respect to registration of the Shares or 
the Underlying Common Shares, it shall be a condition to any such transfer that 
the Company shall be furnished with an opinion of counsel to the holder of such 
shares, reasonably satisfactory to the Company, to the effect that the proposed 
transfer would be in compliance with the Securities Act.                        

       (c) Within 30 days after the filing of the Company's annual report on
Form 10-K for the fiscal year ended December 31, 2002 (the "Filing Date"), the  
Company shall use its commercially reasonable efforts to prepare and file with  
the Securities and Exchange Commission (the "SEC"), a registration statement and
such other documents as may be necessary in the opinion of counsel for the      
Company, and use its commercially reasonable efforts to have such registration  
statement declared effective within 75 days after the Filing Date in order to   
comply with the provisions of the Securities Act so as to permit the registered 
resale of the Underlying Common Shares for a period of two (2) years following  
the Closing Date by each and every holder of Shares sold in the Offering, except
for those holders who designate on the signature page hereto that they do not   
wish to have their Underlying Common Shares included in the registration        
statement. The Underlying Common Shares that are registered for resale under    
such registration statement are referred to herein as the "Offering Shares," and
the Subscribers who are eligible to sell their Underlying Common Shares under   
such registration statement, together with their affiliates, are hereafter      
referred to as "Offering Holders." The Company will include in such registration
statement (i) the information required under the Securities Act to be so        
included concerning the Offering Holders, as provided by the Offering Holders on
the signature page hereto, including any changes in such information that may be
provided by the Offering Holders in writing to the Company from time to time,   
and (ii) a section entitled "Plan of Distribution," substantially in the form of
Exhibit C hereto, that describes the various procedures that may be used by the 
Offering Holders in the sale of Underlying Common Shares. Notwithstanding       
anything to the contrary in this Section 4, the Company may, at its option,     
terminate such registration statement at any time after a period of one year    
following the Closing Date, if at such time no Offering Holder beneficially owns
more than 1,000,000 of the Underlying Common Shares underlying the Shares that  
such Offering Holder purchased in the Offering.                                 

         (d) If the registration statement referred to in Section 4(c) above has
not been declared effective by the SEC within 75 days after the Filing Date and 
the cause of the delay is not related to circumstances beyond the Company's     
control (such as failure of the SEC to review and act on the registration       
statement or amendments to the registration statement in a timely manner), the  
Company shall pay liquidated damages of 2% of the Offering Price per share for  
every Share for each 30 day period of delay following such initial 75 day period
("Liquidated Damages"). The foregoing payment shall constitute the sole monetary
remedy available to the Subscriber in the event that the Company does not comply
with the deadlines set forth in Section 4(c) with respect to the filing and     
effectiveness of the registration statement referred to therein.                

     (e) Notwithstanding the foregoing provisions of this Section 4, the
Company may voluntarily suspend the effectiveness of any such registration      
statement for a limited time, which in no event shall be longer than 60 days in 
any three-month period and no longer than 120 days in any twelve month period,  
if the Company has been advised in writing by counsel or underwriters to the    
Company that the offering of any Offering Shares pursuant to the registration   
statement would materially adversely affect, or would be improper in view of (or
improper without disclosure in a prospectus), a proposed financing, a           
reorganization, recapitalization, merger, consolidation, or similar transaction 
involving the Company. If the effectiveness of any such registration statement  
is suspended for a period of time in violation of the preceding sentence and the
cause of the delay is not related to circumstances beyond the Company's control 
(such as the failure of the SEC to review and act on a post-effective amendment 
to the registration statement in a timely manner), the Company shall pay        
Liquidated Damages for each such violation, subject to the limitation set forth 
in the last sentence of Section 4(d). If any event occurs that would cause any  
such registration statement to contain a material misstatement or omission or   
not to be effective and usable during the period that such registration         
statement is required to be effective and usable, the Company shall promptly    
file an amendment to the registration statement and use its commercially        
reasonable efforts to cause such amendment to be declared effective as soon as  
practicable thereafter. Notwithstanding any provision contained herein to the   
contrary, the Company's obligation to include, or continue to include, Offering 
Shares in any such registration statement under this Section 4 shall terminate  
to the extent such shares are eligible for resale under Rule 144(k) promulgated 
under the Securities Act.                                                       

       (f) If and whenever the Company is required by the provisions of this
Agreement to use its commercially reasonable efforts to effect the registration 
of the Offering Shares under the Securities Act for the account of an Offering  
Holder, the Company will, as promptly as possible:                              

              (i) prepare and file with the SEC a registration statement
     with respect to such securities and use its commercially reasonable
   efforts to cause such registration statement to become and remain
effective;                                                    

          (ii) prepare and file with the SEC such amendments and
       supplements to such registration statement and the prospectus used in
    connection therewith as may be necessary to keep such registration
statement effective and to comply with the requirements of the
     Securities Act and the rules and regulations promulgated by the SEC
        thereunder relating to the sale or other disposition of the securities
covered by such registration statement;                       

                (iii) furnish to each Offering Holder such numbers of copies
         of a prospectus, including a preliminary prospectus, complying with the
      requirements of the Securities Act, and such other documents as such
   Offering Holder may reasonably request in order to facilitate the
       public sale or other disposition of the Offering Shares owned by such
        Offering Holder, but such Offering Holder shall not be entitled to use
        any selling materials other than a prospectus and such other materials
as may be approved by the Company, which approval will not be 
unreasonably withheld; and                                    

       (g) Except as provided below in this Section 4, the expenses incurred
by the Company in connection with action taken by the Company to comply with    
this Section 4, including, without limitation, all registration and filing fees,
printing and delivery expenses, accounting fees, fees and disbursements of      
counsel to the Company, consultant and expert fees, premiums for liability      
insurance, if the Company chooses to obtain such insurance, obtained in         
connection with a registration statement filed to effect such compliance and all
expenses, including counsel fees, of complying with any state securities laws   
("State Acts"), shall be paid by the Company. All fees and disbursements of any 
counsel, experts, or consultants employed by any Offering Holder shall be borne 
by such Offering Holder. The Company shall not be obligated in any way in       
connection with any registration pursuant to this Section 4 for any selling     
commissions or discounts payable by any Offering Holder to any underwriter or   
broker of securities to be sold by such Offering Holder. Subscriber agrees to   
pay all expenses required to be borne by such Offering Holder.                  

  (h) In the event of any registration of Underlying Common Shares
pursuant to this Section 4, the Company will indemnify and hold harmless each   
Offering Holder, its officers, directors, investment advisors and each          
underwriter of such securities, and any person who controls such Offering Holder
or underwriter within the meaning of Section 15 of the Securities Act, against  
all claims, actions, losses, damages, liabilities and expenses, joint or        
several, to which any of such persons may become subject under the Securities   
Act or otherwise, insofar as such losses, claims, damages, liabilities or       
actions arise out of or are based upon any untrue statement of any material fact
contained in any registration statement under which such securities were        
registered under the Securities Act, any preliminary prospectus or final        
prospectus contained therein, or any amendment or supplement thereof, or arise  
out of or are based upon the omission to state therein a material fact required 
to be stated therein or necessary to make the statements therein not misleading,
and will reimburse such Offering Holder, its officers, directors and each       
underwriter of such securities, and each such controlling person or entity for  
any legal and any other expenses reasonably incurred by such Offering Holder,   
such underwriter, or such controlling person or entity in connection with       
investigating or defending any such loss, action, claim, damage, liability, or  
action; provided, however, that the Company will not be liable in any such case 
to the extent that any such loss, claim, damage, liability or action arises     
directly out of or is based primarily upon an untrue statement or omission made 
in said registration statement, said preliminary prospectus or said prospectus, 
or said amendment of supplement in reliance upon and in conformity with written 
information furnished to the Company by such Offering Holder or such underwriter
specifically for use in the preparation thereof, and provided further however,  
that the Company will not be liable in any such case to the extent that any such
loss, claim, damage or liability or action arises directly out of or is based   
primarily upon an untrue statement or omission made in any preliminary          
prospectus or final prospectus if (i) such Offering Holder failed to send or    
deliver a copy of the final prospectus or prospectus supplement with or prior to
the delivery of written confirmation of the sale of the Offering Shares, and    
(ii) the final prospectus or prospectus supplement would have corrected such    
untrue statement or omission.                                                   

        (i) At any time when a prospectus relating to the Offering is required
to be delivered under the Securities Act, the Company will notify the Offering  
Holder of the happening of any event, upon the notification or awareness of such
event by an executive officer of the Company, as a result of which the          
prospectus included in such registration statement, as then in effect, includes 
an untrue statement of material fact or omits to state a material fact required 
to be stated therein or necessary to make the statements therein not misleading 
in light of the circumstances then existing.                                    

      (j) In the event of any registration of any Underlying Common Shares
under the Securities Act pursuant to this Section 4, Subscriber agrees to       
indemnify and hold harmless the Company, its officers, directors and any person 
who controls the Company within the meaning of Section 15 of the Securities Act,
against any losses, claims, damages, liabilities, or actions, joint or several, 
to which the Company, its officers, directors, or such controlling person or    
entity may become subject under the Securities Act or otherwise, insofar as such
losses, claims, damages, liabilities, or actions arise out of or are based upon 
any untrue statement of any material fact contained in any registration         
statement under which such Underlying Common Shares were registered under the   
Securities Act, any preliminary prospectus or final prospectus contained        
therein, or any amendment or supplement thereto, or arise out of or are based   
upon the omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, in each case to the 
extent and only to the extent that any such loss, claim, damage, liability, or  
action arises out of or is based upon an untrue statement or omission made in   
said registration statement, said preliminary prospectus or said prospectus or  
said amendment or supplement in reliance upon and in conformity with written    
information furnished to the Company by Subscriber or any affiliate (as defined 
in the Securities Act) of Subscriber specifically for use in the preparation    
thereof.                                                                        

   (k) Any party entitled to indemnification hereunder will (i) give
prompt written notice to the indemnifying party of any claim with respect to    
which it seeks indemnification and (ii) unless in such indemnified party's      
reasonable judgment a conflict of interest between such indemnified and         
indemnifying parties may exist with respect to such claim, permit such          
indemnifying party to assume the defense of such claim with counsel reasonably  
satisfactory to the indemnified party. If such defense is assumed, the          
indemnifying party will not be subject to any liability for any settlement made 
by the indemnified party without its consent (which consent may not be          
unreasonably withheld). An indemnifying party who is not entitled to, or elects 
not to, assume the defense of a claim will not be obligated to pay the fees and 
expenses of more than one counsel for all parties indemnified by such           
indemnifying party with respect to such claim, unless in the reasonable judgment
of any indemnified party a conflict of interest may exist between such          
indemnified party and any other of such indemnified parties with respect to such
claim.                                                                          

         (l) With a view to making available to the Offering Holder the benefits
of Rule 144 promulgated under the Securities Act, the Company agrees that it    
will use its commercially reasonable efforts to maintain registration of its    
Common Stock under Section 12 or 15 of the Securities and Exchange Act of 1934, 
as amended, (the "Exchange Act") and to file with the SEC in a timely manner all
reports and other documents required to be filed by an issuer of securities     
registered under the Exchange Act so as to maintain the availability of Rule    
144. Upon the request of any record owner, the Company will deliver to such     
owner a written statement as to whether it has complied with the reporting      
requirements of Rule 144.                                                       

4. Representations and Warranties of the Subscriber. Subscriber hereby          
represents and warrants to the Company as follows:                              

 (a) Subscriber is acquiring the Shares for its own account, for
investment and not with a view to, or for resale in connection with, any        
distribution or public offering thereof within the meaning of the Securities    
Act, and applicable state securities laws.                                      

      (b) The Subscriber understands that (A) the Shares (1) have not been
registered under the Securities Act or any state securities laws, (2) will be   
issued in reliance upon an exemption from the registration and prospectus       
delivery requirements of the Securities Act pursuant to Section 4(2) and/or     
Regulation D thereof and (3) will be issued in reliance upon exemptions from the
registration and prospectus delivery requirements of state securities laws which
relate to private offerings, and (B) the Subscriber must therefore bear the     
economic risk of such investment indefinitely unless a subsequent disposition   
thereof is registered under the Securities Act and applicable state securities  
laws or is exempt therefrom. Subscriber further understands that such exemptions
depend upon, among other things, the bona fide nature of the investment intent  
of the Subscriber expressed herein. Pursuant to the foregoing, the Subscriber   
acknowledges that the certificates representing the Shares, and any Underlying  
Common Shares, acquired by the Subscriber shall bear a restrictive legend       
substantially as follows:                                                       

"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO    
RESTRICTIONS ON TRANSFER UNDER THE SECURITIES ACT OF 1933, AS 
AMENDED, AND STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR
SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE       
DISPOSED OF UNLESS (I) REGISTERED UNDER THE APPLICABLE        
SECURITIES LAWS OR (II) AN OPINION OF COUNSEL, WHICH OPINION  
AND COUNSEL ARE BOTH REASONABLY SATISFACTORY TO THE COMPANY,  
HAS BEEN DELIVERED TO THE COMPANY AND SUCH OPINION STATES THAT
THE SHARES MAY BE TRANSFERRED WITHOUT SUCH REGISTRATION."     

      (c) The Subscriber has knowledge, skill and experience in financial,
business and investment matters relating to an investment of this type and is   
capable of evaluating the merits and risks of such investment and protecting the
Subscriber's interest in connection with the acquisition of the Shares. The     
Subscriber understands that the acquisition of the Shares is a speculative      
investment and involves substantial risks and that the Subscriber could lose the
Subscriber's entire investment in the Shares. To the extent deemed necessary by 
the Subscriber, the Subscriber has retained, at its own expense, and relied     
upon, appropriate professional advice regarding the investment, tax and legal   
merits and consequences of purchasing and owning the Shares. The Subscriber has 
the ability to bear the economic risks of the Subscriber's investment in the    
Company, including a complete loss of the investment, and the Subscriber has no 
need for liquidity in such investment.                                          

      (d) The Subscriber has been furnished by the Company all information
(or provided access to all information) regarding the business and financial    
condition of the Company, its expected plans for future business activities, the
attributes of the Shares and the merits and risks of an investment in the Shares
which the Subscriber has requested or otherwise need to evaluate the investment 
in the Company.                                                                 

        (e) Subscriber is in receipt of and has carefully read and understands
the following items:                                                            

(i) the Memorandum; and                     

              (ii) Final Prospectus to Post-Effective Amendment No. 1 to
Form S-1, filed December 20, 2002.                            

   (f) In making the proposed investment decision, the Subscriber is
relying solely on investigations made by the Subscriber and the Subscriber's    
representatives. The offer to sell the Shares was communicated to the Subscriber
in such a manner that the Subscriber was able to ask questions of and receive   
answers from the management of the Company concerning the terms and conditions  
of the proposed transaction and that at no time was the Subscriber presented    
with or solicited by or through any leaflet, public promotional meeting,        
television advertisement or any other form of general or public advertising or  
solicitation.                                                                   

      (g) The Subscriber acknowledges that the Subscriber has been advised
that:                                                                           

                  (i) The Shares offered hereby and the Underlying Common Shares
have not been approved or disapproved by the SEC or any state 
securities commission nor has the SEC or any state securities 
        commission passed upon the accuracy or adequacy of any representations
  by the Company. Any representation to the contrary is a criminal
offense.                                                      

              (ii) In making an investment decision, the Subscriber must
 rely on its own examination of the Company and the terms of the
       Offering, including the merits and risks involved. Neither the Shares
       nor the Underlying Common Shares have been recommended by any federal
      or state securities commission or regulatory authority. Furthermore,
         the foregoing authorities have not confirmed the accuracy or determined
        the adequacy of any representation. Any representation to the contrary
is a criminal offense.                                        

         (iii) The Shares and the Underlying Common Shares are
  "Restricted Securities" within the meaning of Rule 144 under the
    Securities Act, are subject to restrictions on transferability and
       resale and may not be transferred or resold except as permitted under
      the Securities Act and applicable state securities laws, pursuant to
       registration or exemption therefrom. The Subscriber is aware that the
Subscriber may be required to bear the financial risks of this
investment for an indefinite period of time.                  

        (h) The Subscriber acknowledges and is aware that there has never been
any representation, guarantee or warranty made by the Company or any officer,   
director, employee or agent or representative of the Company, expressly or by   
implication, as to (i) the approximate or exact length of time that the         
Subscriber will be required to remain an owner of the Shares or the Underlying  
Common Shares; (ii) the percentage of profit and/or amount of or type of        
consideration, profit or loss to be realized, if any, as a result of this       
investment; or (iii) that the limited past performance (if any) or experience on
the part of the Company, or any future expectations will in any way indicate the
predictable results of the ownership of the Shares or the Underlying Common     
Shares or of the overall financial performance of the Company.                  

         (i) The Subscriber agrees to furnish the Company such other information
as the Company may reasonably request in order to verify the accuracy of the    
information contained herein and agrees to notify the Company immediately of any
material change in the information provided herein that occurs prior to the     
Company's acceptance of this Agreement.                                         

        (j) The Subscriber further represents and warrants that the Subscriber
is an "accredited investor" within the meaning of Rule 501 of Regulation D under
the Securities Act, and Subscriber has executed the Certificate of Accredited   
Investor Status, attached hereto as Exhibit B.                                  

        (k) As of the date of this Agreement the Subscriber and its affiliates
do not have, and during the 30 day period prior to the date of this Agreement   
the Subscriber and its affiliates have not entered into, any "put equivalent    
position" as such term is defined in Rule 16a-1 of under the Exchange Act or    
short sale positions with respect to the Preferred Stock of the Company. Until  
the registration statement referred to in Section 4(c) is declared effective,   
the Subscriber hereby agrees not to, and will cause its affiliates not to, enter
into any such "put equivalent position" or short sale position.                 

        The foregoing representations and warranties and undertakings are made
by the Subscriber with the intent that they be relied upon in determining its   
suitability as an investor and the Subscriber hereby agrees that such           
representations and warranties shall survive its purchase of the Shares.        

5.       Representations and Warranties of the Company. The Company hereby      
represents and warrants to the Subscriber as follows:         

    (a) The Company is duly incorporated, validly existing and in good
standing under the laws of its state of incorporation, and is duly qualified to 
do business as a foreign corporation in all jurisdictions in which the failure  
to be so qualified would materially and adversely affect the business or        
financial condition, properties or operations of the Company. The Company has   
all requisite corporate power and authority (i) to own and lease the properties 
and assets it currently owns and leases (if any) and it contemplates owning and 
leasing and (ii) to conduct its activities as such activities (if any) are      
currently conducted and as currently contemplated to be conducted.              

    (b) The authorized capital of the Company immediately prior to the
Closing will consist of: (i) 5,000,000 shares of Preferred Stock, of which 1,000
shares are designated as Series A Preferred Stock, none of which are issued and 
outstanding, and of which 20,000 shares are designated as Series B Preferred    
Stock, none of which are issued and outstanding, and (ii) 100,000,000 shares of 
Common Stock, 40,288,800 of which were issued and outstanding as of January 24, 
2003.                                                                           

         (c) The Company has duly authorized the issuance and sale of the Shares
in accordance with the terms of this Agreement (as described herein) by all     
requisite corporate action, including the authorization of the Company's Board  
of Directors of the issuance and sale of the Shares in accordance herewith, the 
authorization and reservation of a number of shares of Common Stock sufficient  
to convert all Shares sold in the Offering into shares of Common Stock in       
accordance with the terms of the Shares (without giving effect to any future    
adjustment in the Conversion Price of the Shares) and the execution, delivery   
and performance of any other agreements and instruments executed in connection  
herewith. This Agreement constitutes a valid and legally binding obligation of  
the Company, enforceable in accordance with its terms, except (i) as limited by 
applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of
general application affecting enforcement of creditors' rights generally, (ii)  
as limited by laws relating to the availability of specific performance,        
injunctive relief, or other equitable remedies, and (iii) to the extent the     
indemnification provisions contained herein may be limited by applicable federal
or state securities laws.                                                       

  (d) The Shares, when issued and paid for in accordance with this
Agreement, and the Underlying Common Shares, when issued upon conversion of the 
Shares, will represent validly authorized, duly issued and fully paid and       
nonassessable shares of Preferred Stock or Common Stock of the Company, as the  
case may be, and the issuance thereof will not conflict with the certificate of 
incorporation or bylaws of the Company and will be in full compliance with. all 
federal and state securities laws applicable to such issuance and sale.         

      (e) The execution and delivery of this Agreement, the fulfillment of
the terms set forth herein and the consummation of the transactions contemplated
hereby will not conflict with, or constitute a breach of or default under, any  
agreement, indenture or instrument by which the Company is bound or any law,    
administrative rule, regulation or decree of any court or any governmental body 
or administrative agency applicable to the Company.                             

       (f) As of the date of this Agreement, the Memorandum does not contain
any untrue statement of a material fact or omit to state any material fact      
required to be stated therein or necessary in order to make the statements      
therein, in the light of the circumstances under which they were made, not      
misleading.                                                                     

      (g) The documents incorporated by reference in the Memorandum at the
time they were filed with the SEC, complied in all material respects with the   
requirements of the Exchange Act, and, when read together and with the other    
information in the Memorandum, do not contain an untrue statement of a material 
fact or omit to state a material fact required to be stated therein or necessary
in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.                                           

     (h) Subsequent to the dates as of which information is given in the
Memorandum and the documents incorporated by reference therein, except as       
described therein, there has not been any material adverse change with regard to
the assets or properties, results of operations or financial condition of the   
Company.                                                                        

6. Survival; Indemnification. All representations, warranties and covenants     
contained in this Agreement and the indemnification contained in this Section   
7 shall survive (i) the acceptance of this Agreement by the Company, (ii)       
changes in the transactions, documents and instruments described herein which   
are not material or which are to the benefit of Subscriber, and (iii) the       
death or disability of Subscriber. Subscriber acknowledges the meaning and      
legal consequences of the representations, warranties and covenants in Section  
5 hereof and that the Company has relied upon such representations, warranties  
and covenants in determining Subscriber's qualification and suitability to      
purchase the Shares. Subscriber hereby agrees to indemnify, defend and hold     
harmless the Company, its officers, directors, employees, agents and            
controlling persons, from and against any and all losses, claims, damages,      
liabilities, expenses (including attorneys' fees and disbursements), judgments  
or amounts paid in settlement of actions arising out of or resulting from the   
untruth of any representation of Subscriber herein or the breach of any         
warranty or covenant herein by Subscriber. Notwithstanding the foregoing,       
however, no representation, warranty, covenant or acknowledgment made herein    
by Subscriber shall in any manner be deemed to constitute a waiver of any       
rights granted to it under the Securities Act or state securities laws.         

6.       Notices.                                                               

      All notices and other communications provided for herein shall be in
writing and shall be deemed to have been duly given if delivered personally or  
sent by registered or certified mail, return receipt requested, postage prepaid:

(a) if to the Company, to the following address:              

Gasco Energy, Inc.                          
14 Inverness Drive East                     
Building H, Suite 236                       
Englewood, CO 80112                         
Attn: Peggy Herald                          
Telephone: (303) 483-0044                   

      (b) if to Subscriber, to the address set forth on the signature page
hereto.                                                                         

   (c) or at such other address as any party shall have specified by
notice in writing to the others.                                                

7.       Notification of Changes. Subscriber agrees and covenants to notify the 
   Company immediately upon the occurrence of any event prior to the
    consummation of this Offering that would cause any representation,
         warranty, covenant or other statement contained in this Agreement to be
  false or incorrect or of any change in any statement made herein
occurring prior to the consummation of this Offering.         

8.       Assignability. This Agreement is not assignable by the Subscriber, and 
      may not be modified, waived or terminated except by an instrument in
writing signed by the party against whom enforcement of such  
modification, waiver or termination is sought.                

9.       Binding Effect. Except as otherwise provided herein, this Agreement    
         shall be binding upon and inure to the benefit of the parties and their
         heirs, executors, administrators, successors, legal representatives and
assigns, and the agreements, representations, warranties and  
       acknowledgments contained herein shall be deemed to be made by and be
       binding upon such heirs, executors, administrators, successors, legal
representatives and assigns.                                  

10.      Obligations Irrevocable. The obligations of the Subscriber shall be    
irrevocable, except with the consent of the Company, until the
consummation or termination of the Offering.                  

11.      Entire Agreement. This Agreement constitutes the entire agreement of   
  the Subscriber and the Company relating to the matters contained
        herein, superseding all prior contracts or agreements, whether oral or
written.                                                      

12.      Governing Law. This Agreement shall be governed by and construed in    
      accordance with the laws of the State of Colorado, without regard to
   the principles of conflicts of law thereof that would require the
  application of the laws of any jurisdiction other than Colorado.

13.      Severability. If any provision of this Agreement or the application    
    thereof to Subscriber or any circumstance shall be held invalid or
      unenforceable to any extent, the remainder of this Agreement and the
       application of such provision to other subscriptions or circumstances
     shall not be affected thereby and shall be enforced to the greatest
extent permitted by law.                                      

14.      Headings. The headings in this Agreement are inserted for convenience  
      and identification only and are not intended to describe, interpret,
       define, or limit the scope, extent or intent of this Agreement or any
provision hereof.                                             

15.      Counterparts. This Agreement may be executed in any number of          
     counterparts, each of which when so executed and delivered shall be
       deemed to be an original and all of which together shall be deemed to
be one and the same agreement.                                

16.      Counsel. Subscriber hereby acknowledges that the Company and its       
         counsel, Vinson & Elkins L.L.P., represent the interests of the Company
  and not those of the Subscriber in any agreement (including this
Agreement) to which the Company is a party.                   

[Signature Page to follow]

SC 13D/A
Last “Page” of 6
TOC
1st
Previous
Next
↓Bottom
Just 6th
   IN WITNESS WHEREOF, Subscriber has executed this Subscription and
Registration Rights Agreement as of February 5, 2003.                           

SUBSCRIBER                                                                      

Number of Shares:  6,818.18                                                     
Offering Price per Share: $  440                                                
Subscription Amount:  $3,000,000                                                

By:  /s/  Richard C. McKenzie, Jr.                                              
_____________________________________                                 
Name:    Richard C. McKenzie Junor                                              
Address:  114 John St. Greenwich, CT 06831                                      

      The Company hereby accepts the foregoing subscription subject to the
terms and conditions hereof as of February 5, 2003.                             

Gasco Energy, Inc.                                                              
a Nevada corporation                                                            

By:  /s/ Mark A. Erikson                                                        
_____________________________________                                 
Mark A. Erikson, President and                                                  
Chief Executive Officer                                                         

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		2/24/03
		2/18/03		4					8-K
		2/12/03		4					4,  4/A,  SC 13G
		2/10/03		5					4,  4/A
		2/5/03		1		6			8-K
		1/24/03		5
		1/22/03		4					SC 13D/A
		12/31/02		5					10-K,  4
		12/20/02		5					424B3
		10/15/02		4					3,  SC 13D/A
		9/19/02		4					SC 13D/A
		8/28/02		4					4,  SC 13D
									List all Filings