Attached files
file | filename |
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EX-10.1 - FORM OF PURCHASE AGREEMENT FOR COMMON STOCK. - LILIS ENERGY, INC. | f8k111609ex10i_recovery.htm |
EX-10.3 - NON-EXECUTIVE DIRECTOR APPOINTMENT AGREEMENT WITH ROGER A. PARKER. - LILIS ENERGY, INC. | f8k111609ex10iii_recovery.htm |
EX-10.2 - AGREEMENT WITH NEW CENTURY CAPITAL PARTNERS - LILIS ENERGY, INC. | f8k111609ex10ii_recovery.htm |
EX-99.1 - PRESS RELEASE - LILIS ENERGY, INC. | f8k111609ex99i_recovery.htm |
EX-10.4 - INDEPENDENT DIRECTOR APPOINTMENT AGREEMENT WITH JAMES J. MILLER. - LILIS ENERGY, INC. | f8k111609ex10iv_recovery.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 16,
2009
RECOVERY
ENERGY, INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
333-152571
|
74-3231613
|
(State
or other jurisdiction of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification
Number)
|
1515
Wynkoop Street, Suite 200
|
|
Denver,
CO
|
80202
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(888)
887-4449
(Registrant's
telephone number, including area code)
Universal
Holdings, Inc.
PO
Box 8851, Rocky Mount, NC 27804
(252)
407-7782
|
(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))
|
Item
1.01
|
Entry
into a Material Definitive
Agreement.
|
On November
16, 2009 the Company entered into purchase agreements for the sale of 25,000
shares of our common stock for $4.00 per share for total proceeds to the company
of $100,000. The purchase agreements contained customary terms such
as representations and warranties and indemnification. A form of the
purchase agreements is filed as Exhibit 10.1 hereto.
Also on
November 16, 2009 the Company entered into an agreement with New Century Capital
Partners whereby New Century has been engaged to provide financial advisory
services, including assistance in identifying an investment banking firm to help
raise up to $25,000,000 of financing for the Company. If successful,
New Century will receive fees equal to (i) 20% of the cash compensation paid to
the investment banking firm and 20% of the number of common stock warrants
received by the investment banking firm plus (ii) 5% of the gross proceeds of
the sale of securities and warrants equal to 5% of the gross proceeds of the
sale of securities. New Century has received a non-refundable fee of
$25,000 that will be offset against future fees. The Company has also
agreed to reimburse New Century for its expenses. A form of the
agreement with New Century is filed as Exhibit 10.2 hereto.
Item
3.02
|
Unregistered Sales of Equity Securities. |
Issuance of
the 25,000 shares described in Item 1.01 was not registered under the Securities
Act of 1933. The issuance of these shares was exempt from
registration, pursuant to Section 4(2) of the Securities Act of
1933. These securities qualified for exemption under Section 4(2) of
the Securities Act of 1933 since the issuance securities by us did not involve a
public offering. The offering was not a “public offering” as defined in Section
4(2) due to the insubstantial number of persons involved in the sale, size of
the offering, manner of the offering and number of securities offered. We did
not undertake an offering in which we sold a high number of securities to a high
number of investors. In addition, these shareholders had the necessary
investment intent as required by Section 4(2) since they agreed to and received
share certificates bearing a legend stating that such securities are restricted
pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that
these securities would not be immediately redistributed into the market and
therefore not be part of a “public offering.” Based on an analysis of the above
factors, we have met the requirements to qualify for exemption under Section
4(2) of the Securities Act of 1933 for this transaction.
Item
5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers. |
The Company's
board of directors appointed Roger A. Parker and James J. Miller to the board of
directors. Mr. Parker was elected non-executive chairman of the
board. Mr. Parker and Mr. Miller are each members of the Company's
compensation committees. Each of Mr. Parker and Mr. Miller entered
into an independent director agreement with the Company which are filed as
Exhibits 10.3 and 10.4 hereto. These agreements provide for stock
grants to Mr. Parker of 1,000,000 common shares and to Mr. Miller of 10,000
common shares, in each case vesting 25% each on January 1, April 1, July 1 and
September 1, 2010. Mr. Parker will receive additional grants of up to
1,500,000 common shares upon the Company's attainment of specified market
capitalization targets. Mr. Parker also received a 1% overriding royalty interest on all
wells and leases acquired by the Company during the term of Mr. Parker's
agreement. Mr. Parker is entitled to acquire at cost from the
Company a 2% working interest in all wells and leases within 90 days of the
Company’s acquisition of the wells or leases and within 90 days of the Company’s
completion of a well. Mr. Miller will receive annual cash
compensation of $10,000 for serving as a director.
Item
9.01
|
Financial Statements and Exhibits. |
(d)
Exhibits.
Exhibit No.
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Identification of Exhibits
|
|||
10.1
10.2
10.3
10.4
99.1
|
Form
of purchase agreement for common stock.
Agreement
with New Century Capital Partners
Non-Executive
Director Appointment Agreement with Roger A. Parker.
Independent
Director Appointment Agreement with James J. Miller.
Press
Release.
|
Pursuant to
the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RECOVERY
ENERGY, INC.
|
||
Date: November
20, 2009
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By:
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/s/
Jeffrey A. Beunier
|
Jeffrey
A. Beunier
|
||
Chief
Executive Officer
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