Current Report Filing (8-k)

 

 

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): January 15, 2015

 

STRATEX OIL & GAS HOLDINGS, INC
(Exact name of registrant as specified in its charter)

 

Colorado		333-164856		94-3364776
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

175 South Main Street, Suite 900
Salt Lake City, UT 84111
      (Address of principal executive offices)      

 

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

 

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:

 

☐     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))

 

 

 

  

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

 

(e) Compensatory Arrangement of Executive Officer

 

On January 15, 2015, and effective as of January 1, 2015, Stratex Oil & Gas Holdings, Inc. (“Stratex”) entered into Amended Employment Agreements with all of its Executive Officers. The Executive Officers who have consented to the Amended Employment Agreement are as follows:

 

Alan D.Gaines, Executive Chairman of the Board;

 

Stephen P. Funk, Chief Executive Officer:

 

Matthew S. Cohen, Executive Vice President and General Counsel;

 

Michael J. Thurz, Chief Administrative Officer; and

 

Michael A. Cederstrom, Vice President,

 

The amendment to each of the Employment Agreements of the named officers, above, is effective as of January 1, 2015. The purpose of the Amended Employment Agreements is to assist Stratex cash flow during this period of reduced oil & gas commodity pricing.

 

The Amendments to the Employment Agreements removed the provision stating the amount of salary to be paid and replaced the amount with the following statement:

 

“…salary at the rate to be determined by the Board of Directors. Executive’s base salary may be reviewed and further adjusted from time to time by the Board in its discretion”.

 

In addition, each Employment Agreement amended the definition of a default under the terms of the Employment Agreement to affirmatively state that Resignation for Good Reason was amended to read:

 

“iii) failure by the Company to pay and provide to Executive the compensation and benefits provided for in this Amended Employment Agreement to which Executive is entitled.”

 

All other terms of the Employment Agreement remain unchanged.

 

Copies of the Amended Employment Agreements are attached as the following Exhibits and incorporated herein by this reference:

 

	Name		Exhibit
	Alan D.Gaines, Executive Chairman of the Board;		10.1
	Stephen P. Funk, Chief Executive Officer:		10.2
	Matthew S. Cohen, Executive Vice President and General Counsel;		10.3
	Michael J. Thurz, Chief Administrative Officer;  and		10.4
	Michael A. Cederstrom, Vice President		10.5

  

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

 

(d)     Exhibits

 

The list of exhibits in the Exhibit Index is incorporated herein by reference.

 

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SIGNATURES

 

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.

 

		STRATEX OIL & GAS HOLDINGS, INC
		By	/s/ Stephen P. Funk
			Stephen P. Funk
			Chief Executive Officer
		Date	January 22, 2015

 

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EXHIBIT INDEX

 

Exhibit No.		10.1
		Amendment to Executive Employment Agreement, effective as of January 1, 2015, between Stratex Oil & Gas Company and  Alan Gaines.
Exhibit No.		10.2
		Amendment to Executive Employment Agreement, effective as of January 1, 2015, between Stratex Oil & Gas Company and  Stephan P. Funk.
Exhibit No.		10.3
		Amendment to Executive Employment Agreement, effective as of January 1, 2015, between Stratex Oil & Gas Company and  Matthew S. Cohen.
Exhibit No.		10.4
		Amendment to Executive Employment Agreement, effective as of January 1, 2015, between Stratex Oil & Gas Company and  Michael  J. Thurz.
Exhibit No.		10.5
		Amendment to Executive Employment Agreement, effective as of January 1, 2015, between Stratex Oil & Gas Company and  Michael  A. Cederstrom.

  

 

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Exhibit 10.1

 

EMPLOYMENT AGREEMENT

AMENDMENT

 

AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) dated as of January 1, 2015 (the "Effective Date") between Stratex Oil & Gas Holdings, Inc., a Colorado corporation having its principal place of business at 30 Echo Lake Road, Watertown, CT 06795 (the "Company"), and Alan Gaines, an individual residing in the State of California ("Executive") hereby amends the Employment Agreement dated May 5, 2014.

 

WHEREAS, the oil & gas industry is currently experiencing a reduction in the pricing for oil causing the cash flow of the Company to be reduced;

 

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is essential and in the best interest of the Company and its stockholders to reduce the Executives’ compensation during this period of reduced Company cash flow; and

 

WHEREAS, the Executive is willing to reduce his compensation to assist the Company agrees to reduce his compensation subject to the terms and conditions hereinafter set forth.

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the parties agree to amend the following paragraphs of the Employment Agreement of the Executive dated May 5, 2014 as follows:

 

Paragraph 4 Base Salary shall be amended to read:

 

4. Base Salary: Beginning January 1, 2015, the the Company shall pay to Executive an initial base salary to be determined by the Board of Directors. Executive’s base salary may be reviewed and further adjusted from time to time by the Board in its discretion, subject to Executive’s rights under Section 15 of this Agreement. The base salary shall be paid in equal monthly installments on the first day of each month and shall be subject to such deductions by the Company as are required to be made pursuant to law, government regulations or order. Executive understands and agrees that Executive is an exempt Executive as that term is applied for purposes of Federal or state wage and hour laws, and further understands that Executive shall not be entitled to any compensatory time off or other compensation for overtime.

 

Paragraph 15 Resignation for Good Reaseon shall be amended to read:

 

15. Resignation for Good Reason: If Executive resigns for "Good Reason" (as defined below), then such a resignation (a "Resignation for Good Reason") shall be treated hereunder as if it were a "Termination Without Cause" as defined in Section 16 below. "Good Reason" means any of the following failures or conditions which shall remain uncured twenty (20) days after written notice of such failure or condition is received by the Company from Executive: (i) the failure of the Company to continue Executive in the position of Chairman of the Board of Directors of the Company (or such other senior Executive position as may be offered by the Company and which Executive in his sole discretion may accept); (ii) material diminution by the Company of Executive's responsibilities, duties, or authority in comparison with the responsibilities, duties and authority held during the six month period immediately preceding such diminution, or assignment to Executive of any duties inconsistent with Executive's position as a senior Executive officer of the Company (or such other senior Executive position as may be offered by the Company and which Executive in his sole discretion may accept); (iii) failure by the Company to pay and provide to Executive the compensation and benefits provided for in this Amendment of Employment Agreement to which Executive is entitled; or (iv) the requirement that Executive relocate his residence outside of the State of California.

 

The remaining paragraphs of the Employment Agreement dated May 5, 2014 between the Company and the Executive shall remain in full force and effect.

 

 

IN WITNESS WHEREOF, the parties have signed this Amendment to Employment Agreement as of the date first above written.

 

STRATEX OIL & GAS HOLDINGS, INC.
By:	Stephen Funk		Alan Gaines
	Stephen Funk		Alan Gaines
	Chief Executive Officer

 

 

 

 

 

Exhibit 10.2

 

EMPLOYMENT AGREEMENT

SECOND AMENDMENT

 

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) dated as of January 1, 2015 (the "Effective Date") between Stratex Oil & Gas Holdings, Inc., a Colorado corporation having its principal place of business at 30 Echo Lake Road, Watertown, CT 06795 (the "Company"), and Stephen P. Funk , an individual residing in the State of Connecticut ("Executive"), hereby amends the Employment Agreement dated April 1, 2012 and the First Amendment to the Employment Agreement dated November 26, 2013.

 

WHEREAS, the oil & gas industry is currently experiencing a reduction in the pricing for oil causing the cash flow of the Company to be reduced;

 

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is essential and in the best interest of the Company and its stockholders to reduce the Executives’ compensation during this period of reduced Company cash flow; and

 

WHEREAS, the Executive is willing to reduce his compensation to assist the Company and agrees to reduce his compensation subject to the terms and conditions hereinafter set forth.

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the parties agree to amend the following paragraphs of the Employment Agreement dated April 1, 2012 of the Executive as follows:

 

Paragraph 3(a) Salary shall be amended to read: 

 

3 (a) Salary. The Company shall pay to the Executive for the services to be rendered by the Executive hereunder, a salary to be determined by the Board of Directors. Executive’s base salary may be reviewed and further adjusted from time to time by the Board in its discretion The salary shall be payable in accordance with the Company's regular policies, subject to applicable withholding and other taxes.

 

Paragraph 5 (c) Good Reaseon shall be amended to read:

 

5(c) Good Reason. For purposes of this Agreement the term “Good Reason,” shall mean any of the following:

 

(i) a Major Event;

 

(ii) the assignment to the Executive by the Company of duties in connection with, or a substantial alteration in the nature or status of, Executive's responsibility on the later of the date of this Agreement or on the last date on which such responsibilities are increased;

 

(iii) a reduction by the Company in the Executive's base salary as Amended by this Amendment to Employment Agreement: or

 

(iv) any breach by the Company of any material provision of this Agreement; provided, however, that the Executive shall give written notice to the Company which shall indicate those specified provisions in this Agreement relied upon and which shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for such termination; or

 

The remaining paragraphs of the Employment Agreement dated April 1, 2012 and the First Amendment to the Employment Agreement dated November 26, 2013 between the Company and the Executive shall remain in full force and effect.

 

  

IN WITNESS WHEREOF, the parties have signed this Amendment to Employment Agreement as of the date first above written.

 

STRATEX OIL & GAS HOLDINGS, INC.
By:	Alan Gaines		Stephen P. Funk
	Alan Gaines		Stephen P. Funk
	Chairman of the Board

 

 

 

 

Exhibit 10.3

 

EMPLOYMENT AGREEMENT

AMENDMENT

 

AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) dated as of January 1, 2015 (the "Effective Date") between Stratex Oil & Gas Holdings, Inc., a Colorado corporation having its principal place of business at 30 Echo Lake Road, Watertown, CT 06795 (the "Company"), and Matthew S. Cohen, an individual residing in the State of New York ("Executive") hereby amends the Employment Agreement dated August 8, 2014.

 

WHEREAS, the oil & gas industry is currently experiencing a reduction in the pricing for oil causing the cash flow of the Company to be reduced;

 

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is essential and in the best interest of the Company and its stockholders to reduce the Executives’ compensation during this period of reduced Company cash flow; and

 

WHEREAS, the Executive is willing to reduce his compensation to assist the Company agrees to reduce his compensation subject to the terms and conditions hereinafter set forth.

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the parties agree to amend the following paragraphs of the Employment Agreement of the Executive dated August 8, 2014 as follows:

 

Paragraph 4 Base Salary shall be amended to read: 

 

4. Base Salary: Beginning January 1, 2015, the Company shall pay to Executive a base salary at a rate to be determined by the Board of Directors. Executive’s base salary may be reviewed and further adjusted from time to time by the Board in its discretion, subject to Executive’s rights under Section 17 of this Agreement. The base salary shall be paid in equal installments on the fifteenth and last day of each month and shall be subject to such deductions by the Company as are required to be made pursuant to law, government regulations or order. Executive understands and agrees that Executive is an exempt Executive as that term is applied for purposes of Federal or state wage and hour laws, and further understands that Executive shall not be entitled to any compensatory time off or other compensation for overtime.

 

Paragraph 17 Resignation for Good Reaseon shall be amended to read:

 

17. Resignation for Good Reason: If Executive resigns for "Good Reason" (as defined below), then such a resignation (a "Resignation for Good Reason") shall be treated hereunder as if it were a "Termination Without Cause" as defined in Section 18 below. "Good Reason" means any of the following failures or conditions which shall remain uncured twenty (20) days after written notice of such failure or condition is received by the Company from Executive: (i) the failure of the Company to continue Executive in the position of Chief Administrative Officer Executive of the Company (or such other senior Executive position as may be offered by the Company and which Executive in his sole discretion may accept); (ii) material diminution by the Company of Executive's responsibilities, duties, or authority in comparison with the responsibilities, duties and authority held during the six month period immediately preceding such diminution, or assignment to Executive of any duties inconsistent with Executive's position as a senior Executive officer of the Company (or such other senior Executive position as may be offered by the Company and which Executive in his sole discretion may accept); (iii) failure by the Company to pay and provide to Executive the compensation and benefits provided for in this Amended Agreement to which Executive is entitled..

  

The remaining paragraphs of the Employment Agreement dated August 8, 2014 between the Company and the Executive shall remain in full force and effect.

 

 

IN WITNESS WHEREOF, the parties have signed this Amendment to Employment Agreement as of the date first above written.

 

STRATEX OIL & GAS HOLDINGS, INC.
By:	/s/ Stephen Funk		/s/ Matthew S. Cohen
	Stephen Funk		Matthew S. Cohen
	Chief Executive Officer

 

 

 

 

 

Exhibit 10.4

 

EMPLOYMENT AGREEMENT

AMENDMENT

 

AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) dated as of January 1, 2015 (the "Effective Date") between Stratex Oil & Gas Holdings, Inc., a Colorado corporation having its principal place of business at 30 Echo Lake Road, Watertown, CT 06795 (the "Company"), and Michael J. Thurz, an individual residing in the State of Connecticut ("Executive"), hereby amends the Employment Agreement dated September 15, 2014.

 

WHEREAS, the oil & gas industry is currently experiencing a reduction in the pricing for oil causing the cash flow of the Company to be reduced;

 

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is essential and in the best interest of the Company and its stockholders to reduce the Executives’ compensation during this period of reduced Company cash flow; and

 

WHEREAS, the Executive is willing to reduce his compensation to assist the Company and agrees to reduce his compensation subject to the terms and conditions hereinafter set forth.

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the parties agree to amend the following paragraphs of the Employment Agreement dated September 15, 2014 of the Executive as follows:

 

Paragraph 4 Base Salary shall be amended to read: 

 

4. Base Salary: Beginning January 1, 2015, the Company shall pay to Executive a base salary at the rate to be determined by the Board of Directors. Executive’s base salary may be reviewed and further adjusted from time to time by the Board in its discretion, subject to Executive’s rights under Section 17 of this Agreement. The base salary shall be paid in equal installments on the fifteenth and last day of each month and shall be subject to such deductions by the Company as are required to be made pursuant to law, government regulations or order. Executive understands and agrees that Executive is an exempt Executive as that term is applied for purposes of Federal or state wage and hour laws, and further understands that Executive shall not be entitled to any compensatory time off or other compensation for overtime.

 

Paragraph 17 Resignation for Good Reaseon shall be amended to read:

 

17. Resignation for Good Reason: If Executive resigns for "Good Reason" (as defined below), then such a resignation (a "Resignation for Good Reason") shall be treated hereunder as if it were a "Termination Without Cause" as defined in Section 18 below. "Good Reason" means any of the following failures or conditions which shall remain uncured twenty (20) days after written notice of such failure or condition is received by the Company from Executive: (i) the failure of the Company to continue Executive in the position of Chief Administrative Officer Executive of the Company (or such other senior Executive position as may be offered by the Company and which Executive in his sole discretion may accept); (ii) material diminution by the Company of Executive's responsibilities, duties, or authority in comparison with the responsibilities, duties and authority held during the six month period immediately preceding such diminution, or assignment to Executive of any duties inconsistent with Executive's position as a senior Executive officer of the Company (or such other senior Executive position as may be offered by the Company and which Executive in his sole discretion may accept); (iii) failure by the Company to pay and provide to Executive the compensation and benefits provided for in this Amended Employment Agreement to which Executive is entitled; or (iv) the requirement that Executive relocate his residence outside of Hartford County Connecticut.

 

The remaining paragraphs of the Employment Agreement dated September 15, 2014 between the Company and the Executive shall remain in full force and effect.

 

 

IN WITNESS WHEREOF, the parties have signed this Amendment to Employment Agreement as of the date first above written.

 

STRATEX OIL & GAS HOLDINGS, INC.
By:	/s/ Stephen Funk		Michael J. Thurz
	Stephen Funk		Michael J. Thurz
	Chief Executive Officer

  

 

 

Exhibit 10.5

 

EMPLOYMENT AGREEMENT

AMENDMENT

 

AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) dated as of January 1, 2015 (the "Effective Date") between Stratex Oil & Gas Holdings, Inc., a Colorado corporation having its principal place of business at 30 Echo Lake Road, Watertown, CT 06795 (the "Company"), and Michael A. Cederstrom, an individual residing in the State of Utah ("Executive"), hereby amends the Employment Agreement dated December 1, 2014.

 

WHEREAS, the oil & gas industry is currently experiencing a reduction in the pricing for oil causing the cash flow of the Company to be reduced;

 

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is essential and in the best interest of the Company and its stockholders to reduce the Executives’ compensation during this period of reduced Company cash flow; and

 

WHEREAS, the Executive is willing to reduce his compensation to assist the Company and agrees to reduce his compensation subject to the terms and conditions hereinafter set forth.

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the parties agree to amend the following paragraphs of the Employment Agreement dated December 1, 2014 of the Executive as follows:

 

Paragraph 4 Base Salary shall be amended to read:

 

4. Base Salary: Beginning as of the January 1, 2015, the Company shall pay to Executive a base salary to be determined by the Board of Directos. Executive’s base salary may be reviewed and further adjusted from time to time by the Board in its discretion, subject to Executive’s rights under Section 16 of this Agreement. The base salary shall be paid in equal monthly installments on the first day of each month and shall be subject to such deductions by the Company as are required to be made pursuant to law, government regulations or order. Executive understands and agrees that Executive is an exempt Executive as that term is applied for purposes of Federal or state wage and hour laws, and further understands that Executive shall not be entitled to any compensatory time off or other compensation for overtime. Executive understands and acknowledges that the termination of the Prior Agreement and Executive’s waiver and release of Richfield and its successors (including the Company) from any and all claims, except as identified in the wavier and release, for additional consideration of any kind whatsoever, except as identified in the wavier and release, was a material inducement for and an is an essential condition by which the Company has agreed to enter into this Agreement and to pay Executive the compensation set forth herein.

 

Paragraph 16 Resignation for Good Reaseon shall be amended to read:

 

16. Resignation for Good Reason: If Executive resigns for "Good Reason" (as defined below), then such a resignation (a "Resignation for Good Reason") shall be treated hereunder as if it were a "Termination Without Cause" as defined in Section 17 below. "Good Reason" means any of the following failures or conditions which shall remain uncured twenty (20) days after written notice of such failure or condition is received by the Company from Executive: (i) failure by the Company to pay and provide to Executive the compensation and benefits provided for in this Amendment to Employment Agreement to which Executive is entitled; or (ii) the requirement that Executive relocate his residence outside of the State of Utah.

 

The remaining paragraphs of the Employment Agreement dated December 1, 2014 between the Company and the Executive shall remain in full force and effect.

 

 

IN WITNESS WHEREOF, the parties have signed this Amendment to Employment Agreement as of the date first above written.

 

STRATEX OIL & GAS HOLDINGS, INC.
By:	Stephen Funk		Michael A. Cederstrom
	Stephen Funk		Michael A. Cederstrom
	Chief Executive Officer