Current Report Filing (8-k)

 

 

 

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): April 30, 2015

  

 

AMERICAN EAGLE ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

 

Nevada		000-50906		20-0237026
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

2549 W. Main Street, Suite 202, Littleton, Colorado 80120

(Address of principal executive offices)           (Zip Code)

 

(Registrant’s telephone number, including area code)  [phone]

 

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 obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

   

 

Section 5 - Corporate Governance and Management

 

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(b) Effective as of the close of business on April 30, 2015, Kirk Stingley resigned as the Chief Financial Officer of American Eagle Energy Corporation to pursue other interests in the private sector. We thank him for his many years of dedicated service.

 

(c) Effective as of the opening of business on May 1, 2015, our board of directors appointed Martin J. (Marty) Beskow, age 44, as our Chief Financial Officer. Marty will also continue as our Vice President of Capital Markets and Strategy, the role in which he has served since he joined us in October of 2013. Prior to joining us, and commencing in March of 2012, Marty served as an Executive Vice President and Vice President of Finance and Capital Markets for Emerald Oil Inc. and, before that, commencing in August of 2010, as a Vice President and Senior Equity Analyst in Northland Securities Inc.’s research group, covering E&P companies. His previous experience includes service as a Vice President and Portfolio Manager for Blue Water Capital Advisors, a Vice President of Interlachen Capital Group LP, and a Principal at Stonehill Financial, having commenced his career in the audit practice of KPMG LLP. Marty is a Charter Financial Analyst (CFA), Certified Public Accountant (CPA, inactive), and Accredited in Business Valuation (ABV). He received his B.S. in Accounting, magna cum laude, from St. Cloud State University in 1992. As disclosed in our Annual Report on Form 10-K for our fiscal year ended December 31, 2014, Marty’s cash compensation during our 2014 and 2013 fiscal years was $200,000 and $208,750, respectively, and he holds options for the purchase of up to (i) 3,125 shares of our common stock (50% of which are fully vested and the other 50% vest on December 13 of this year), with an exercise price of $8.68 per share, and (ii) 25,000 shares of our common stock (50% of which are fully vested and the other 50% of which vest on October 1 of this year), with an exercise price of $1.68 per share.

 

There is no arrangement or understanding between Marty and any other person pursuant to which he was appointed as the Chief Financial Officer of the Company. Aside for the foregoing, there are no transactions in which Marty has an interest requiring disclosure under Item 404(a) of Regulation S-K.

 

On May 5, 2015, the Company issued a press release announcing the resignation of Mr. Stingley and the appointment of Mr. Beskow. A copy of the press release is attached hereto as Exhibit 99.1.

 

SECTION 9 — FINANCIAL STATEMENTS AND EXHIBITS

 

Item 9.01.		Financial Statements and Exhibits.
	(d)	Exhibits
		Exhibit	Description of Exhibit
		99.1*	Press Release dated May 5, 2015
		*  Filed herewith.

 

 

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.

 

Date:  May 5, 2015	AMERICAN EAGLE ENERGY CORPORATION
	By:	/s/ Bradley M. Colby
		Bradley M. Colby
		President and Chief Executive Officer

 

 

 

Exhibit 99.1

 

 

American Eagle Energy Appoints Marty Beskow As Chief Financial Officer

 

DENVER, CO — May 5, 2015 — American Eagle Energy Corporation (NYSE MKT: AMZG) (“American Eagle” or the “Company”), announces that, effective as of the close of business on April 30, 2015, Kirk Stingley resigned as the Company’s Chief Financial Officer to pursue other interests in the private sector. Effective as of the opening of business on May 1, 2015, Martin J. (Marty) Beskow, age 44, became the Company’s Chief Financial Officer. Mr. Beskow will also continue as Vice President of Capital Markets and Strategy, the role in which he has served American Eagle since he joined the Company in October of 2013.

 

“We thank Kirk for his many years of dedicated service to us and welcome Marty to his increased role,” said Brad Colby, American Eagle’s Chief Executive Officer and President. “We are certain that he will continue to make a significant contribution to our company.”

 

ABOUT AMERICAN EAGLE ENERGY CORPORATION

 

American Eagle Energy Corporation is an independent exploration and production operator that is focused on acquiring acreage and developing wells in the Williston Basin of North Dakota, targeting the Bakken and Three Forks shale oil formations. The Company is based in Denver, CO. More information about American Eagle can be found at www.americaneagleenergy.com or by contacting investor relations at 303-798-5235 or [e-mail]. Company filings with the Securities and Exchange Commission can be obtained free of charge at the SEC’s website at www.sec.gov.

 

SAFE HARBOR

 

This press release may contain forward-looking statements regarding future events and the Company’s future results that are subject to the safe harbors created under the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”). All statements other than statements of historical facts included in this press release regarding the Company’s financial position, business strategy, plans and objectives of management for future operations, industry conditions, and indebtedness covenant compliance are forward-looking statements. When used in this report, forward-looking statements are generally accompanied by terms or phrases such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “possible,” “target,” “plan,” “intend,” “seek,” “goal,” “will,” “should,” “may” or other words and similar expressions that convey the uncertainty of future events or outcomes. Items contemplating or making assumptions about, actual or potential future sales, market size, collaborations, and trends or operating results also constitute such forward-looking statements.

 

Forward-looking statements involve inherent risks and uncertainties and important factors (many of which are beyond the Company’s control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the amount we may invest, the location, and the scale of the drilling projects in which we intend to participate; our beliefs with respect to the potential value of drilling projects; our beliefs with regard to the impact of environmental and other regulations on our business; our beliefs with respect to the strengths of our business model; our assumptions, beliefs, and expectations with respect to future market conditions; our plans for future capital expenditures; and our capital needs, the adequacy of our capital resources, and potential sources of capital.

 

The Company has based these forward-looking statements on its current expectations and assumptions about future events. While management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory, and other risks, contingencies, and uncertainties, most of which are difficult to predict and many of which are beyond the Company’s control. The Company does not assume any obligations to update any of these forward-looking statements.

 

CORPORATE CONTACT:

 

Marty Beskow, CFA

Chief Financial Officer

Vice President of Capital Markets and Strategy

American Eagle Energy Corporation

720-330-8378

[e-mail]

www.americaneagleenergy.com