Attached files
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 earliest event reported: October 1, 2009
Rancher Energy Corp.
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(Exact name of registrant as specified in its charter)
Nevada 000-51425 98-0422451
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(State or other jurisdiction (Commission File Number) (IRS Employer Identification No.)
of incorporation)
999-18th Street, Suite 3400, Denver, Colorado 80202
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 629-1125
N/A
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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):
[ ] 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 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On October 1, 2009, Mathijs van Houweninge, Jeffrey Bennett, and A.L.
Sid Overton were appointed directors of the Company as reported on Form 8-K
filed on October 2, 2009.
On October 27, 2009, the Company entered into a Management Retention
Agreement with Mathijs van Houweninge, Jeffrey Bennett, Jon Nicolaysen, and A.L.
(Sid) Overton. Under these Agreements, Messrs. Van Houweninge, Bennett,
Nicolaysen, and Overton receive an option to purchase 2,500,000 shares of the
Company's Common Stock, $0.00001 par value, exercisable at $0.035 closing market
price on the date of issuance. Ten (10%) percent of these options vest
immediately, and ninety (90%) percent vest on November 1, 2010, or upon a change
of control or if the Company enters a reorganization plan. The Agreements
terminate after one (1) year unless the Company enters into an agreement for a
change of control or enters into a reorganization plan, in which case the
Management Retention Agreement will terminate thirty (30) days after the
consummation and confirmation of such agreements.
SECTION 3 - SECURITIES AND TRADING MARKETS
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On October 27, 2009, the Company issued Convertible Promissory Notes
totaling $140,000. One hundred thousand dollars of these Notes are from officers
and/or directors ($25,000 each from Jon Nicolaysen, Director, CEO and President;
Mathijs van Houweninge, Director and Secretary/Treasurer; A.L. (Sid) Overton,
Chairman of the Board and Director; and Jeff Bennett, Director). The Convertible
Promissory Notes have an exercise price of $0.02 per share and a due date of
November 1, 2010. Also on October 27, 2009, the Company issued options under
Management Retention Agreements totaling 10,000,000 shares, as previously
described above (2,500,000 shares each to Jon Nicolaysen, Director, CEO and
President; Mathijs van Houweninge, Director and Secretary/Treasurer; A.L. (Sid)
Overton, Chairman of the Board and Director; and Jeff Bennett, Director),
exercisable at $0.035 per share.
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
On October 1, 2009, the Company entered into an Employment Agreement
with Jon Nicolaysen regarding his appointment as CEO and President of the
Company. Under the Employment Agreement, Mr. Nicolaysen will receive a base
salary of $120,000. The Agreement may be terminated by either party upon fifteen
days written notice.
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On October 27, 2009, Jon Nicolaysen was appointed to the Board of
Directors of the Company, effective immediately.
On October 27, 2009, the Company entered into a Management Retention
Agreement, as described above, with Mathijs van Houweninge, Jeffrey Bennett, Jon
Nicolaysen, and A.L. (Sid) Overton. Under these Agreements, Messrs. Van
Houweninge, Bennett, Nicolaysen, and Overton received an option to purchase
2,500,000 shares of the Company's Common Stock, $0.00001 par value, exercisable
at $0.035, closing market price on the date of issuance. The Agreements
terminate after one (1) year unless the Company enters into an agreement for a
change of control or enters into a reorganization plan, in which case the
Management Retention Agreement will terminate thirty (30) days after the
consummation and confirmation of such agreements.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
D. Exhibits: 10.1 Executive Employment Agreement (Nicolaysen)
10.2 Management Retention Agreement (Nicolaysen)
10.3 Management Retention Agreement (Overton)
10.4 Management Retention Agreement (van Houweninge)
10.5 Management Retention Agreement (Bennett)
10.6 Convertible Promissory Note (Nicolaysen)
10.7 Convertible Promissory Note (Overton)
10.8 Convertible Promissory Note (van Houweninge)
10.9 Convertible Promissory Note (Bennett)
10.10 Stock Option Agreement (Nicolaysen)*
10.11 Stock Option Agreement (Overton)*
10.12 Stock Option Agreement (Bennett)*
10.13 Stock Option Agreement (van Houweninge)*
* Previously filed.
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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.
RANCHER ENERGY CORP.
Signature: /s/ Jon C. Nicolaysen
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Name: Jon C. Nicolaysen
Title: President and Chief Executive
Officer
Dated: November 3, 2009
