Attached files
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EX-10.3 - COLOMBIA ENERGY RESOURCES, INC. | v192834_ex10-3.htm |
EX-99.1 - COLOMBIA ENERGY RESOURCES, INC. | v192834_ex99-1.htm |
EX-10.1 - COLOMBIA ENERGY RESOURCES, INC. | v192834_ex10-1.htm |
EX-10.2 - COLOMBIA ENERGY RESOURCES, INC. | v192834_ex10-2.htm |
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 3, 2010
COLOMBIA
CLEAN POWER & FUELS, INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
000-32735
|
87-0567033
|
(State
or other jurisdiction of
|
(Commission
File Number)
|
(IRS
Employer
|
incorporation)
|
Identification
No.)
|
4265
San Felipe Street, Suite 1100, Houston, Texas
|
77027
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (832) 327-7417
Freedom
Resources Enterprises, Inc.
(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:
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
|
Entry
into a Material Definitive
Agreement
|
On August 3, 2010, Colombia Clean Power
& Fuels, Inc. (the "Company") entered into an employment agreement with Edward P. Mooney (the "Mooney Employment Agreement”),
the President and Chief Executive Officer of the Company, and the Company also
entered into an employment agreement with Daniel Carlson (the "Carlson
Employment Agreement," and collectively with the Mooney
Employment Agreement, the “Employment Agreements”), the Vice President and Chief
Financial Officer of the Company. Both Mr. Mooney and Mr. Carlson are
members of the Board of Directors (the "Board") of the
Company. Pursuant to the Employment Agreements, Messrs. Mooney and
Carlson will continue to serve in their respective capacities.
Messrs. Mooney and Carlson may each
voluntarily terminate their respective Employment Agreement at any time by
providing the Company with at least thirty (30) days written notice; provided, however, that if such
termination is without “Good Reason,” as such term is defined in the Employment
Agreements, such executive will receive only his accrued benefits as of the
termination date and shall not be entitled to any other termination payment. In
addition, the Company may also terminate the Employment Agreement of either
executive for "Cause," as such term is defined in the Employment Agreements,
upon written notice.
If the employment of either Mr. Mooney
or Mr. Carlson is terminated as a result of death or disability, such executive,
his surviving spouse or his estate, as the case may be, will be entitled to
receive his accrued benefits as of the termination date as a
termination payment. If the employment of either executive is
terminated by such executive for Good Reason or by the Company for any reason
other than death, disability or Cause, such executive shall receive a
termination payment equal to his accrued benefits plus (i) six (6) months of
base salary plus $25,000, if the termination occurs before December 31, 2010, or
(ii) $50,000, if the termination occurs after December 15, 2010.
On August 3, 2010, the Company
also entered into a Management and Services Agreement (the “Management
Agreement”) with LIFE Power & Fuels LLC, a Delaware limited liability
company and a significant stockholder of the Company (“LIFE”), pursuant to which
LIFE agreed to provide certain corporate, financial, and merger and
acquisition advisory services and assistance with securing equipment leases and
other equipment financing. In exchange for its services, LIFE is
entitled to receive a monthly fee equal to the lesser of 1% of the Company’s
gross coal sales or $2 per ton of coal sold by the Company; provided, however,
that such monthly fee shall not be less than $25,000. The term of the
Management Agreement is initially 36 months, but the agreement shall
automatically renew for successive 12-month periods unless it is terminated by
either party in writing. Upon termination, and for a period of five years
thereafter, LIFE will continue to be entitled to receive an amount equal to the
lesser of 1% of the Company’s gross coal sales or $2 per ton of coal sold by the
Company from all mines and coking facilities on concessions acquired or coke
projects initiated during the term of the Management Agreement. Edward P.
Mooney, the Company’s President and Chief Executive Officer, and Daniel Carlson,
the Company’s Vice President and Chief Financial Officer, also serve as the
Managing Member and Chief Financial Officer, respectively, of
LIFE.
The above descriptions of the
Employment Agreements and the Management Agreement are qualified in
their entirety by reference to the full text of the Mooney Employment Agreement, the Carlson Employment and the Management Agreement,
copies of which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this
Current Report on Form 8-K and the contents of which are incorporated by
reference herein.
Item
8.01
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Other
Events
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On August 9, 2010, the Company issued a
press release announcing the change of its corporate name from “Freedom
Resources Enterprises, Inc.” to “Colombia Clean Power & Fuels, Inc.”
effective as of July 28, 2010. The Company’s trading symbol remains
FRDR.OB. A copy of the press release is attached hereto as Exhibit
99.1.
Item
9.01
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Financial
Statements and Exhibits
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(d)
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Exhibits.
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Exhibit | |
Number |
Description
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10.1
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Employment
Agreement by and between Colombia Clean Power & Fuels, Inc. and Edward
P. Mooney, dated as of July 1,
2010.
|
10.2
|
Employment
Agreement by and between Colombia Clean Power & Fuels, Inc. and Daniel
Carlson, dated as of July 1, 2010.
|
10.3
|
Management
and Services Agreement by and between LIFE Power & Fuels LLC and
Colombia Clean Power & Fuels, Inc., dated as of July 1,
2010.
|
99.1
|
Press
Release of Colombia Clean Power & Fuels, Inc., dated August 9,
2010.
|
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.
Dated: August
9, 2010
COLOMBIA
CLEAN POWER & FUELS, INC.
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By:
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/s/ Edward
P. Mooney
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Edward
P. Mooney
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President
and Chief Executive Officer
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