Attached files
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EX-10.31 - CASPIAN SERVICES INC | ex10318k080210.htm |
EX-10.29 - CASPIAN SERVICES INC | ex10298k080210.htm |
EX-10.30 - CASPIAN SERVICES INC | ex10308k080210.htm |
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): August 2, 2010
CASPIAN SERVICES, INC.
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(Exact
Name of Registrant as Specified in its Charter)
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Nevada
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000-33215
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87-0617371
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(State
or other jurisdiction of incorporation)
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Commission
File
Number)
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(IRS
Employer
Identification
Number)
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257 East 200 South, Suite 490, Salt Lake City,
Utah
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(Address
of principal executive offices)
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84111
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(Zip
code)
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(801) 746-3700
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(Registrant’s
telephone number, including area code)
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N/A
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(Former
name of former address, if changed since last
report.)
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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:
[
]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On August 2, 2010 the board of
directors of Caspian Services, Inc. (the “Company”) released Kerry Doyle and
John Scott from their respective positions of Chief Executive Officer and
President and Chief Operating Officer of the Company. The Company reached mutual
agreement with Mr. Doyle and Mr. Scott that their employment agreements with the
Company will be terminated subject to the severance provisions contained in
their agreements. The Company has agreed to pay each of Mr. Doyle and Mr. Scott
a severance payment of $150,000, in lieu of their twelve months salary
entitlement provided in the severance provisions of their employment
agreements.
The Company will continue to pay
Mr. Doyle’s and Mr. Scott’s housing allowance for August and September
2010. In accordance with the severance provisions of their employment
agreements, Mr. Doyle and Mr. Scott will retain all equity securities previously
awarded to them that had vested as of August 2, 2010 or that will vest over
the next twelve months, in accordance with the terms of the individual awards.
Any unvested awards that vest after August 2, 2011 will be
cancelled. The Company will continue to provide medical insurance
benefits to Mr. Doyle and Mr. Scott for a period of 180 days following
termination.
The foregoing description of the
severance compensation to be paid to Mr. Doyle and Mr. Scott in this Current
Report is only a summary of and is qualified in its entirety by reference to the
Separation and Release Agreements dated August 3, 2010 entered into between the
Company and these individuals, which are attached as Exhibits 10.29 and 10.30 to
this Current Report on Form 8-K.
To fill the vacancy created by Mr.
Doyle’s termination, on August 2, 2010 the board of directors appointed Mr.
Alexey Kotov, the Company’s General Counsel, Corporate Secretary and Treasurer
and a member of the board of directors, to the office of President and to serve
as Chief Executive Officer of the Company. In connection with his appointment,
the Company and Mr. Kotov entered into a new Employment Agreement (the
“Agreement”) effective for a period of three years The
Agreement provides that Mr. Kotov will be paid an annual salary of $220,000.00.
His salary will be reviewable by the board of directors not earlier than 2012
and annually thereafter and may be adjusted upward or downward, but in no event
will his monthly base salary be less than $13,500 per
month. Following his appointment Mr. Kotov will be issued
restricted stock representing 0.85% of the Company’s total shares issued and
outstanding on an annual basis for the duration of the term of his Agreement,
vesting over a period of three years commencing from the effective date of the
Agreement, however all stock shall become fully vested upon an event of change
of control as defined in the Agreement. Mr. Kotov will be eligible to
participate in such pension, profit sharing, bonus, incentive, life insurance,
hospitalization, medical and other employee benefit plans of the Company as may
be in effect from time to time. He will also be eligible for
incentive compensation and bonuses at the sole discretion of the board of
directors. Mr. Kotov will be entitled to twenty-four business days of
vacation annually in accordance with the vacation policies of the Company and up
to five days of personal leave. The Agreement provides for severance
benefits, except in the event employment is terminated for cause or by
resignation, as defined in the Agreement. The Agreement provides that
base salary, benefits and stock vesting will continue for the greater of ten
months following termination of the Agreement or the remaining term of the
Agreement. The Agreement is for an initial term of three years
and will automatically continue for a consecutive one-year period after the
initial term unless terminated by either party before the beginning of a new
term.
The foregoing description of the
Agreement in this Current Report is only a summary of that document and is
qualified in its entirety by reference to the full text of the Agreement, which
is attached as Exhibit 10.31 to this Current Report on Form 8-K.
On August 2, 2010 Mr. Paul Roberts
resigned as a director of the Company. Mr. Roberts’ resignation was
not the result of any disagreement with the Company on any matter relating to
the Company’s operations, policies or practices. In accordance with
the Company’s bylaws, on August 2, 2010, the board of directors appointed Kerry
Doyle to fill the vacant directorship created by Mr. Roberts’
resignation.
On August 2, 2010, the board of directors also appointed Mr. Jeffrey
Brimhall to fill the remaining vacant directorship on the Company’s board of
directors. Mr. Brimhall is currently employed as a Senior Accountant
for Resolute Energy Corp., an NYSE listed company based in Denver,
CO. In that capacity Mr. Brimhall is responsible for preparing
financial statements and performing variance analysis to present to management
and the board of directors. He also assists in the preparation of
Resolute Energy’s periodic reports to the U.S. Securities and Exchange
Commission (“SEC”). Mr. Brimhall has been with Resolute Energy since
December 2009. Since March 2010 Mr. Brimhall has also served as the
CFO, Secretary, Treasurer and as a director of Geo Point Technologies,
Inc. Geo Point Technologies, Inc. is an SEC reporting
issuer. From June 2007 to December 2009, Mr. Brimhall was employed
with Hein & Associates, LLP, a certified public accounting firm in Denver,
Colorado. While with Hein & Associates, he served as both a
Senior Auditor and an Audit Supervisor. In those capacities, he was
responsible for multiple audit engagements, reviewing financial statements and
periodic reports to the SEC and researching technical accounting
issues. From August 2005 to June 2007 Mr. Brimhall was an Audit
Associate with Grant Thornton LLP in Phoenix, Arizona. As an Audit
Associate, he participated in annual audits, quarterly reviews and SOX internal
control testing for public companies. Mr. Brimhall earned a Bachelors
of Science degree from Brigham Young University in 2005. Mr. Brimhall
received licensure as a Certified Public Accountant in 2008.
Mr. Brimhall is 29 years
old. Other than as disclosed above, he is not currently, nor has he
in the past five years been, a nominee or director of any SEC reporting
issuer. There are no family relationships between Mr. Brimhall and
any executive officer or director of the Company.
Item
8.01 Other Events
The Company’s board of directors has
also approved an operational management restructuring plan, and has designated
Mr. Arran Watson, as the General Manager of the Company’s Marine Operations
business; Mr.Yuriy Vasilenko, as the General Manager of the Company’s Geophysics
Operations Business, and Mr. Paul Roberts, as the General Manager of the
Company’s Real Estate and Infrastructure Development business. For the purposes
of assisting and advising management in the daily operations of the Company, the
board of directors also created an Executive Committee. The following
individuals have been appointed to serve on that committee: Dr. Mirgali Kunayev,
Mr. Doyle, Mr. Kotov, Ms. Indira Kalieva, Mr. Roberts, Mr. Watson, Mr.
Vasilenko, and Ms. Viktoriya Yegorova, the Company’s Internal Auditor. The
Executive Committee has not been delegated any functions of the board of
directors and shall act solely as an advisory body.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
10.29
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Severance
and Release Agreement between Caspian Services Inc., and John
Scott
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Exhibit
10.30
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Severance
and Release Agreement between Caspian Services Inc., and Kerry
Doyle
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Exhibit
10.31
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Employment
Agreement between Caspian Services, Inc. and Alexey
Kotov
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SIGNATURE
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.
CASPIAN
SERVICES, INC.
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Date:
August 4, 2010
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By:
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/s/
Alexey Kotov
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Alexey
Kotov
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Chief
Executive Officer
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