Attached files
| file | filename |
|---|---|
| EX-99.1 - AgEagle Aerial Systems Inc. | v208305_ex99-1.htm |
| EX-10.1 - AgEagle Aerial Systems Inc. | v208305_ex10-1.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): January 14,
2011
ENERJEX
RESOURCES, INC.
(Exact
Name of Registrant as specified in its charter)
Nevada
(State
or other jurisdiction of incorporation)
|
000-30234
|
88-0422242
|
|
|
(Commissioner
File Number)
|
(IRS
Employer Identification No.)
|
27
Corporate Wood, Suite 350, 10975 Grandview Drive, Overland Park, Kansas
66210
(Address
of principal executive offices)
(913)
754-7754
(Registrant’s
telephone number, including area code)
Not
Applicable
(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 obligations of the registrant under any of the following
provisions:
|
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act of (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 of (17 CFR
240.13e-4(c))
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J&J
Operating, LLC
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||
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Mr.
John Loeffelbein
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||
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Mr.
James Loeffelbein
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2
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January
14, 2011
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Item
2.01 Completion of Acquisition or Disposition of Assets
On
January 14, 2011, the Registrant entered into a letter agreement with J&J
Operating, LLC ("J&J"), James D.
Loeffelbein and John A. Loeffelbein (collectively, the "Sellers"), whereby
the Registrant will purchase the field operating equipment assets from Sellers
for the purchase price of $230,000. Sellers are affiliates of
Working Interest Holding, LLC, which holds 18,750,000 shares of the Registrant's
issued and outstanding Common Stock, or approximately 28% of the Registrant's
issued and outstanding shares. In addition to such purchase of those
operating assets:
1.
Registrant and J&J are
terminating the Service Agreement between those entities.
2.
Registrant or one of its
controlled affiliates has hired 16 former employees of J&J Operating,
LLC.
3.
James D. Loeffelbein has
entered into a consulting agreement with Registrant, in which he has agreed to
provide services in support of the daily management and oversight of the
Registrant's ongoing field operations.
4.
John A. Loeffelbein has
entered into an amended and restated consulting agreement with Registrant, in
which he also has agreed to provide services in support of the daily management
and oversight of the Registrant's ongoing field operations.
5.
The Registrant affirmed
its obligation to convey certain "Interests" in working and producing assets
that the Registrant may acquire, as described in the Service Agreement.
This obligation to convey those Interests will survive the termination of the
Service Agreement.
6.
The Sellers and the
Registrant have executed a Noncompetition and Nonsolicitation Agreement, in
which the Sellers have agreed to noncompetition and nonsolicitation covenants
that replace, and are substantially identical to, those set forth in the
terminated Service Agreement. Specifically, the Sellers have agreed
that, for a period of five (5) years, they shall not (i) compete with the
Registrant in oil or gas exploration, development, or production activities in
the agreed "AMI," or (ii) solicit any employees of the Registrant, or (iii) hire
any current or former employees of the Registrant. For purposes of
that Noncompetition and Nonsolicitation Agreement, the term "AMI" means all
lands within the Forest City Basin and the Cherokee Basin of Eastern Kansas,
including all Counties specifically listed in that Agreement.
The
foregoing description of the letter agreement is not complete and is subject to
and qualified in its entirety by reference to the letter agreement, a copy of
which is attached hereto as Exhibit 10.1 and incorporated by reference
herein.
A copy of
the press release announcing the asset purchase is attached hereto and
incorporated by reference as Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits
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(d)
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Exhibits.
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10.1
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Letter
Agreement among EnerJex Resources, Inc., James Loeffelbein, John
Loeffelbein and J&J Operating, LLC, dated January 14, 2011 (with
exhibits).
|
|
99.1
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Press
Release
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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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ENERJEX
RESOURCES, INC.,
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Date:
January 18, 2011
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By:
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/s/ Robert G. Watson,
Jr.
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Robert
G. Watson, Jr., Chief Executive Officer and
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President
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