Credo Petroleum Corp - Current report filing (8-K)
28 August 2008 - 6:19AM
Edgar (US Regulatory)
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):
August 22, 2008
CREDO
Petroleum Corporation
(Exact name of registrant as specified in its charter)
Colorado
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0-8877
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84-0772991
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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1801 Broadway, Suite 900
Denver, Colorado
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80202
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
(303) 297-2200
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 3.02
Unregistered
Sales of Equity Securities.
As
part of Timothy J. Pownells entry into an Employment Agreement with CREDO
Petroleum Corporation (the Company) (as described further below), on August 22,
2008, and effective as of September 8, 2008 (the Effective Date), Mr. Pownell
has the right to receive options under the Companys 2007 Stock Option Plan to
acquire a number of shares of the Companys common stock equal to $500,000
divided by the closing trading price of the Companys common stock on the
NASDAQ Global Market on the Effective Date.
The exercise price of the options is currently expected to be $14.31 per
share, which is the volume-weighted average of the trading price of the Companys
common stock over the six-month period preceding the execution of the
Employment Agreement. One-third of such options shall vest on each of the
first, second and third anniversaries of the Effective Date.
The options will be issued pursuant to
the exemption from registration set forth in Section 4(2) of the
Securities Act of 1933, as amended.
Item 5.02.
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On
August 22, 2008, Mr. Pownell, age 45, was appointed to serve as
President and Chief Operating Officer of the Company, effective as of the
Effective Date. Mr. Pownell
has over 20
years of operational, technical and commercial experience in the oil and gas
industry, most recently as Vice President Exploration, Exploitation and
Development for Huber Energy, a division of J.M. Huber Corporation, where he
has served in that role since August 2007.
From June 2006 until August 2007, Mr. Pownell was
self-employed. From March 1998 until June 2006, Mr. Pownell
worked with Chevron (originally Unocal) in various positions, including as an
Asset Manager in Thailand, where he was responsible for the overall financial
and operational performance of a large offshore exploration and production
concession. Other positions he held at
Unocal included General Manager, Gulf of Mexico Business Development &
Land, and General Manager, Spirit Energy 76 Strategic Planning. Before joining Unocal, Mr. Pownell was
an Engagement Manager at McKinsey and Company, where he advised energy
companies on critical strategic, operational and organizational issues. Previously, Mr. Pownell also served as a
Supervising Engineer for Exxon Company USA.
Mr. Pownell has a
Bachelor of Science in Chemical Engineering from Texas A& M University and
a Masters of Business Administration from the UCLA Anderson School of
Management.
Mr. Pownell entered into an employment
agreement (Employment Agreement) on August 22, 2008, effective as of the
Effective Date, pursuant to which he shall initially be paid an aggregate base
salary of $250,000 per year. In
addition, Mr. Pownell is entitled to a signing bonus of $50,000 and a
guaranteed cash bonus of $50,000 for each of the years ended December 31,
2009 and December 31, 2010. Mr. Pownell will also be eligible to
receive, at the discretion of the board of directors, an annual incentive bonus
based on performance goals to be established from time to time by the board of
directors. In addition, Mr. Pownell has the right to receive options under
the Companys 2007 Stock Option Plan, as described in Item 3.02 above. Mr. Pownell
is also entitled to certain additional benefits, including participation in the
Companys 401(k) plan and health benefits. The foregoing summary of the
Employment Agreement is subject to, and qualified in its entirety, by
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the full text of such document, which is
attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01
Financial
Statements and Exhibits
(d)
Exhibits
Exhibit 10.1
Employment Agreement by and between CREDO
Petroleum Corporation and Timothy
J. Pownell
dated as of August 22, 2008,
effective as of September 8, 2008.
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SIGNATURE
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.
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CREDO
PETROLEUM CORPORATION
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Date:
August 27, 2008
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By:
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/s/ Alford B. Neely
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Alford
B. Neely
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Vice President & Chief Financial Officer
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4
Exhibit Index
Exhibit No.
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Description
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10.1
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Employment Agreement by
and between CREDO Petroleum Corporation and Timothy
J. Pownell
dated as of August 22, 2008,
effective as of September 8, 2008.
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