- Current report filing (8-K)
2009年5月22日 - 6:28AM
Edgar (US Regulatory)
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)
|
May
15, 2009
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VICTORY
ENERGY CORPORATION
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(Exact
name of registrant as specified in its
charter)
|
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Nevada
|
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2-76219-NY
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87-0564472
|
|
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
|
|
2677
North Main Street, Suite 360, Santa Ana, California
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92705
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(Address
of principal executive offices)
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(Zip
Code)
|
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Registrant’s
telephone number, including area code
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(714)
480-0405
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112
North Curry Street, Carson City, Nevada 89703
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(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):
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
1.01.
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Entry
Into A Material Definitive
Agreement.
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On May
15, 2009, Victory Energy Corporation (“Company”) entered into a Separation
Agreement and General Release of Claims (“Agreement”) with Jon Fullenkamp
(“Fullenkamp”), the former President and Chief Executive Officer of the Company,
and Jon Fullenkamp, as Trustee of
the Virgin Family Trust, LLP (“Trust”),
in connection with Fullenkamp’s
voluntary resignation from his position as an employee, executive officer and
member of the Board of Directors of the Company. The Agreement will
become effective on May 22, 2009 provided Fullenkamp does not revoke the
Agreement in writing prior to that day (“Effective Date”).
Under the
terms of the Agreement, the parties agreed (i) to reduce the amount owed by the
Company to Fullenkamp from $1,014,000 to $500,000 (including imputed interest)
(“Revised Debt”), (ii) that the Company would repay the Revised Debt over time
in accordance with a payment schedule set forth in the Agreement, (iii) that the
Company would pay to Fullenkamp all unreimbursed expenses through the date
Fullencamp resigned, (iv) that the Company would issue to Fullenkamp10,000,000
shares of the Company’s common stock that were issuable to Fullenkamp under the
terms of the Employment Agreement, dated January 2, 2005, between the Company
and Fullenkamp (“Employment Agreement”) and (v) that the Company would issue to
Fullenkamp 1,000,000 shares of the Company’s common stock in lieu of certain
shares of preferred stock that the Company agreed to issue to Fullenkamp in
April 2008 but could not validly issue because the Company had not properly
created a class of preferred stock under Nevada law.
Pursuant
to the Agreement, the Company has the right to request that Fullenkamp provide
certain services to the Company, including, but not limited to, assisting the
Company with its on-going drilling operations in Texas. If the
Company requests such services and the Company determines that Fullenkamp’s
services and assistance have had a significantly favorable impact on the
Company, the Company may, in its sole discretion and solely in consideration of
such services, accelerate the payment of up to $100,000 of the Revised
Debt.
Under the
terms of the agreement, Fullenkamp and the Trust irrevocably granted to, and
appointed Ronald Zamber, a member of the Company’s Board of Directors, to act as
Fullenkamp’s and the Trust’s proxy and attorney-in-fact to vote the shares of
common stock held by Fullenkamp and the Trust on any matter brought before the
Company’s shareholders for a period of five years from the Effective
Date. Fullenkamp also agreed that until the fifth anniversary of the
Effective Date he would not transfer or dispose of certain of the shares issued
pursuant to the Employment Agreement in excess of the amounts set forth in the
Agreement.
Pursuant
to the Agreement, Fullenkamp agreed to cooperate fully with the investigation
being conducted by a committee of the Board of Directors of the Company relating
to matters presented to the Board of Directors by the Company’s Chief Financial
Officer at a meeting of the Board of Directors on April 28, 2009. In
addition, the Agreement contained a non-solicitation clause.
Pursuant
to the terms of the Agreement, Fullenkamp agreed, subject to his rights under
the Agreement, to fully release the Company, to the fullest extent permitted by
law, from any and all claims, damages, and expenses, that he may have or may
have had against the Company or its affiliates.
The
description of the Agreement does not purport to be complete and is qualified in
its entirety by reference to the Separation Agreement and General Release of
Claims, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated herein by this reference.
Item
9.01.
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`
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Financial
Statements and Exhibits.
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(d)
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Exhibits.
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Number
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Description
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10.1
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Separation
Agreement and General Release of Claims, dated May 15, 2009, by and among
the Company Jon Fullenkamp and Jon Fullenkamp, as Trustee of the Virgin
Family Trust,
LLP.
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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.
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VICTORY
ENERGY CORPORATION
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By:
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/s/ ROBERT
MIRANDA
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Robert
Miranda, Chief Executive Officer
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EXHIBITS
ATTACHED TO THIS REPORT
Number
|
|
Description
|
|
|
|
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10.1
|
|
Separation
Agreement and General Release of Claims, dated May 15, 2009, by and among
the Company Jon Fullenkamp and Jon Fullenkamp, as Trustee of the Virgin
Family Trust,
LLP.
|
Victory Oilfield Tech (CE) (USOTC:VYEY)
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から 10 2023 まで 10 2024