UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): May 22, 2009
PETRO
RESOURCES CORPORATION
(Exact
Name of Registrant as Specified in Its Charter)
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DELAWARE
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001-32997
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86-0879278
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification Number)
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|
777
Post Oak Boulevard, Suite 910
Houston,
Texas 77056
|
|
(Address
of principal executive offices)
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(832)
369-6986
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following
provisions.
|
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14d-2(b)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)
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Item
1.01 Entry into a Material Definitive Agreement
On May 22, 2009, Petro Resources
Corporation (“Company”) entered into Employment Agreements with Mr. Gary C.
Evans and Mr. Ronald D. Ormand. At the same time, the Company entered
into related Stock Option Agreements and Restricted Stock Agreements with each
of Mr. Evans and Mr. Ormand. All of the aforementioned agreements
were approved by the Compensation and Nominating Committee of the Company’s
Board of Directors.
Evans Agreements
Employment
Agreement
. Pursuant to his Employment Agreement with the
Company, Mr. Evans has agreed to serve as the executive Chairman of the
Board of Directors of the Company for a three year term expiring on May 22,
2012. Mr. Evans’ duties and authorities include those typically
associated with the chief executive officer. The Company has agreed
that Mr. Evans may devote only a majority of his business time to the
affairs of the Company until no later than December 31, 2009, following which
date Mr. Evans will be obligated to devote substantially all of his business
time to Company matters.
The
Company has agreed to pay Mr. Evans a base salary $254,000 during the first year
of the Employment Agreement and $274,000 and $294,000 during the second and
third years of the agreement, respectively. Mr. Evans’ Employment Agreement
provides that he is eligible for an annual bonus of up to 100% of his base
salary based on performance criteria set by the Compensation and Nominating
Committee of the Company’s Board of Directors and to otherwise participate in
all benefits, plans, and programs, including improvements or modifications of
the same, which are now, or may hereafter be, available to other executive
employees of Company.
Mr. Evans’ Employment Agreement allows
him the right to serve on the Company’s Board of Directors during the term of
his agreement and the right to nominate to the Company’s Board of Directors one
additional independent member. Mr. Evans’ Employment Agreement
contains standard provisions concerning noncompetition, nondisclosure and
indemnification.
Stock Option
Agreement
. In connection with the Company’s employment of Mr.
Evans, the Company has entered into a Stock Option Agreement with Mr. Evans
dated May 22, 2009. Pursuant to the Stock Option Agreement, the
Company has granted Mr. Evans options to purchase up to 2,750,000 shares of the
Company’s common stock at an exercise price of $0.37 per share over a three year
period ending May 22, 2012. The options vest and become exercisable
over a three year period pursuant to certain performance conditions set forth in
Mr. Evans’ Stock Option Agreement.
Restricted Stock
Agreement
. In connection with the Company’s employment of
Mr. Evans, the Company has entered into a Restricted Stock Agreement with
Mr. Evans dated May 22, 2009. Pursuant to the Restricted Stock
Agreement, the Company has granted Mr. Evans 2,750,000 shares of the Company’s
restricted common stock. The restricted common shares are subject to
forfeiture and shall become vested over a three year period pursuant to certain
conditions set forth in Mr. Evans’ Restricted Stock Agreement.
Mr.
Evans’ restricted shares, vested and non-vested, have all of the rights allowed
a holder of shares of the Company’s common stock, including without limitation
(i) the right to vote such restricted shares, (ii) the right to receive
dividends, if any, as may be declared on the restricted shares from time to
time, and (iii) the rights available to all holders of shares of common stock of
the Company upon any merger, consolidation, reorganization, liquidation or
dissolution, stock split-up, stock dividend or recapitalization undertaken by
the Company;
provided
,
however
, that all of
such rights shall be subject to the terms, provisions, conditions and
restrictions set forth in the Restricted Stock Agreement (including without
limitation conditions under which all such rights shall be
forfeited). All dividends and merger consideration with respect to
restricted shares shall be held in escrow by the Company until such time as the
shares become vested shares, and in the event that such restricted shares are
subsequently forfeited, the dividends and merger consideration attributable to
such portion shall be forfeited as well.
Ormand
Agreements
Employment
Agreement
. Pursuant to his Employment Agreement with the
Company, Mr. Ormand has agreed to serve as the Chief Financial Officer and
Executive Vice President of the Company for a three year term expiring on May
22, 2012. Mr. Ormand has agreed to devote substantially all of his
business time to Company matters.
The
Company has agreed to pay Mr. Ormand a base salary $180,000 during the first
year of the agreement and $200,000 and $220,000 during the second and third
years of the agreement, respectively. Mr. Ormand’s Employment Agreement provides
that he is eligible for an annual bonus of up to 100% of his base salary based
on performance criteria set by the Compensation and Nominating Committee of the
Company’s Board of Directors and to otherwise participate in all benefits,
plans, and programs, including improvements or modifications of the same, which
are now, or may hereafter be, available to other executive employees of
Company. Mr. Ormand’s Employment Agreement contains standard
provisions concerning noncompetition, nondisclosure and
indemnification.
Stock Option
Agreement
. In connection with the Company’s employment of
Mr. Ormand, the Company has entered into a Stock Option Agreement with Mr.
Ormand dated May 22, 2009. Pursuant to the Stock Option
Agreement, the Company has granted Mr. Ormand options to purchase up to
1,250,000 shares of the Company’s common stock at an exercise price of $0.37 per
share over a three year period ending May 22, 2012. The options vest
and become exercisable over a three year period pursuant to certain performance
conditions set forth in Mr. Ormand’s Stock Option Agreement.
Restricted Stock
Agreement
. In connection with the Company’s employment of
Mr. Ormand, the Company has entered into a Restricted Stock Agreement with
Mr. Ormand dated May 22, 2009. Pursuant to the Restricted Stock
Agreement, the Company has granted Mr. Ormand 1,250,000 shares of the Company’s
restricted common stock. The restricted common shares are subject to
forfeiture and shall become vested over a three year period pursuant to certain
performance conditions set forth in Mr. Ormand’s Restricted Stock
Agreement.
Mr.
Ormand’s Restricted Stock Agreement contains the same terms and conditions
relating to Mr. Ormand’s right as a holder of restricted shares as those
set forth in Mr. Evans’ Restricted Stock Agreement and summarized
above.
Item
3.02 Unregistered Sales of Equity Securities.
On May 22, 2009, the Company granted to
Gary C. Evans and Ronald D. Ormand options to purchase a total of 4,000,000
shares of the Company’s common stock. At the same time, the Company
also granted to Mr. Evans and Mr. Ormand a total of 4,000,000 shares of
restricted common stock. See Item 1.01 above for a description of the
terms of the option and share grants. The shares and options were
issued pursuant to 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.
(b) On May 23, 2009, Mr.
Wayne P. Hall resigned as Chief Executive Officer of the Company. Mr.
Hall will continue to serve as a member of the Company’s Board of Directors as
Vice-Chairman of the Board. On May 23, 2009, Mr. Ronald D. Ormand was
appointed to serve as Chief Financial Officer of the Company. Mr.
Harry Lee Stout, the former Chief Financial Officer of the Company, continues to
serve as Executive Vice President and General Counsel of the
Company. On May 23, 2009, Donald L. Kirkendall resigned from the
Company’s Board of Directors. Mr. Kirkendall continues to serve as
President of the Company.
(c) On
May 23, 2009, the Company’s Board of Directors appointed Mr. Gary C. Evans and
Mr. Ronald D. Ormand to serve as Executive Chairman of the Board and Chief
Financial Officer, respectively, of the Company.
Mr. Evans
is 52 years old and founded and served as the Chairman and Chief Executive
Officer of Magnum Hunter Resources, a NYSE listed company, for twenty years
before selling Magnum Hunter to Cimarex Energy for approximately $2.2 billion in
June 2005. In 2005, Mr. Evans formed Wind Energy, LLC, a renewable
energy company which was subsequently acquired in December 2006 by GreenHunter
Energy, Inc., a NYSE Amex listed renewable energy company focusing on biodiesel,
wind and biomass power. Mr. Evans has served as Chairman and
Chief Executive Officer of GreenHunter Energy, Inc. since December 2006. Mr.
Evans serves as an Individual Trustee of TEL Offshore Trust, a NASDAQ listed oil
and gas trust, and is the Lead Director of Novavax Inc., a NASDAQ listed
clinical-stage vaccine biotechnology company. Mr. Evans was
recognized by Ernst and Young as the Southwest Area 2004 Entrepreneur of the
Year for the Energy Sector and was subsequently inducted into the World Hall of
Fame for Ernst & Young Entrepreneurs.
Ronald D.
Ormand is 50 years old and is a member of the Board of Directors of Tremisis
Energy Acquisition Corporation II, a NYSE Amex listed special purpose
acquisition corporation, and served as Chief Financial Officer of Tremisis from
November 2007 to March 2009. Mr. Ormand has over twenty-five years of
investment and commercial banking experience in the energy
industry. From April 2005 to October 2007, he served as a managing
director with West LB, a German-based international bank with over $300 billion
in assets, where he covered the energy industry and served as head of the oil
and gas investment banking group for the Americas. From 1988 until
December 2004, Mr. Ormand was with CIBC World Markets and Oppenheimer &
Co., which CIBC acquired in 1997. From 1997 to 2004, Mr. Ormand
served as head of CIBC World Markets’ U.S. oil and gas investment banking
group. Prior to joining CIBC World Markets in 1988, Mr. Ormand worked
in various investment banking positions with Bateman Eichler, Hill Richards
Incorporated, and L.F. Rothschild & Co., and as a research analyst covering
the exploration and production sector at Rauscher Pierce Refsnes,
Inc. Mr. Ormand received a B.A. and an M.B.A. from the University of
California at Los Angeles and attended Cambridge University in Cambridge,
England where he studied Economics.
See Item 1.01 above for a description
of the terms of Mr. Evans’ and Mr. Ormand’s compensation arrangements with the
Company.
(d) On
May 23, 2009, the Company appointed Gary C. Evans and Ronald D. Ormand to the
Company’s Board of Directors. Mr. Evans’ Employment Agreement with
the Company dated May 22, 2009 allows him the right to serve on the Company’s
Board of Directors during the term of his agreement and the right to nominate to
the Company’s Board of Directors one additional independent
member. See Item 1.01 above for a description of the terms of Mr.
Evans’ and Mr. Ormand’s compensation arrangements with the
Company.
Item 9.01 Financial Statements and
Exhibits
.
The
following exhibits are filed with this report:
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Exhibit
No.
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Description
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Method
of Filing
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10.1
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Employment
Agreement dated May 22, 2009 between Gary C. Evans and Petro Resources
Corporation
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Filed
herewith
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10.2
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Stock
Option Agreement dated May 22, 2009 between Gary C. Evans and Petro
Resources Corporation
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Filed
herewith
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10.3
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Restricted
Stock Agreement dated May 22, 2009 between Gary C. Evans
and
Petro Resources Corporation
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Filed
herewith
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10.4
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Employment
Agreement dated May 22, 2009 between Ronald D. Ormand and Petro Resources
Corporation
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Filed
herewith
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10.5
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Stock
Option Agreement dated May 22, 2009 between Ronald D. Ormand and Petro
Resources Corporation
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Filed
herewith
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10.6
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Restricted
Stock Agreement dated May 22, 2009 between Ronald D.
Ormand
and Petro Resources Corporation
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Filed
herewith
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SIGNATURES
In
accordance with 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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PETRO
RESOURCES CORPORATION
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Date:
May 28, 2009
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/s/ Gary
C.
Evans
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Gary
C. Evans,
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Chairman
of the Board
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-6-
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