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)
(801)
519-8500
(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.
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 |
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. |
4
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 |
|
|
Stratex Oil and Gas (PK) (USOTC:STTX)
過去 株価チャート
から 8 2024 まで 9 2024
Stratex Oil and Gas (PK) (USOTC:STTX)
過去 株価チャート
から 9 2023 まで 9 2024