Attached files
| file | filename |
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| EX-99.1 - PRESS RELEASE DATED APRIL 21, 2011 - Alamo Energy Corp. | alamoex991.htm |
| EX-10.1 - ADVISORY BOARD MEMBER AGREEMENT WITH DAVID HENDERSON DATED 4/19/2011T - Alamo Energy Corp. | alamoex101.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): April 19, 2011
Alamo Energy Corp.
(Exact name of registrant as specified in its charter)
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Nevada
(State or other jurisdiction
of incorporation)
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000-52687
(Commission File Number)
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98-0489669
(IRS Employer
Identification No.)
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10497 Town and Country Way, Suite 820, Houston, Texas
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77024
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(Address of principal executive offices)
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(Zip Code)
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(832) 436-1832
(Issuer Telephone number)
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:
|_| 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))
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Item 1.01. Entry into a Material Definitive Agreement.
Advisory Board Member Agreement
On April 19, 2011, Alamo Energy Corp. (the “Registrant) entered into an advisory board member agreement (the “Advisory Agreement”) with David Henderson (the “Advisor”). Pursuant to the Advisory Agreement, the Advisor will provide the following advisory services to the Registrant: (i) facilitating introductions between the Registrant and potential partners, suppliers, customers and investors; (ii) providing opinions to assist Registrant in identifying and recruiting potential technical, strategic and other partners or individuals; (iii) apprising the Registrant of technological, competitive and other changes and developments that Advisor may be aware of; and (iv) contributing in other advisory roles as deemed appropriate. The Advisory Agreement may be terminated at any time upon written notice by either the Advisor or the Registrant. The Advisory Agreement provides, among other things, that (i) the Advisor shall be available by phone and occasionally in person but at a minimum of four (4) times a year for advisory board meetings with the Registrant’s Board of Directors and executive officers and to provide strategic consulting services and (ii) the Advisor will be entitled to a fee of $1,000 for the preparation and attendance of each advisory board meeting. The Registrant has also agreed to issue Advisor 100,000 shares of the Registrant’s common stock, $0.001 par value, subject to certain vesting provisions and other terms and conditions of the Advisory Agreement. The Registrant has also agreed to pay for or reimburse Advisor for certain expenses incurred by the Advisor in connection with the services provided by the Advisor under the Advisory Agreement. The shares were issued to the Advisor in a transaction which the Registrant believes satisfies the requirements of that exemption from the registration and prospectus delivery requirements of the Securities Act of 1933 (“Act”), which is specified by the provisions of Section 4(2) of that Act and Regulation D promulgated pursuant to the Act.
This brief description of the Advisory Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Advisory Agreement as attached in Exhibit 10.1 to this report and incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
See item 1.01 for a description of the stock issuance to the Advisor, which is hereby incorporated by reference.
The Registrant previously entered into an advisory agreement (“Davis Agreement”) with Terry Davis (“Davis”), dated March 28, 2011, as reported in the Registrant’s current report on Form 8-K filed on March 30, 2011 and hereby incorporated by reference, pursuant to which the Registrant is obligated to issue 100,000 shares of the Registrant’s common stock to Davis. The shares are subject to certain vesting provisions and other terms and conditions as specified in the Davis Agreement.
The Registrant previously entered into an advisory agreement (“Edmonson Agreement”) with Richard Edmonson ("Edmonson"), dated October 19, 2010, as reported in the Registrant’s current report on Form 8-K filed on October 22, 2010 and hereby incorporated by reference, pursuant to which the Registrant is obligated to issue 100,000 shares of the Registrant’s common stock to Edmonson. The shares are subject to certain vesting provisions and other terms and conditions as specified in the Edmonson Agreement.
The shares were issued to Davis and Edmonson in a transaction which the Registrant believes satisfies the requirements of that exemption from the registration and prospectus delivery requirements of the Act, which is specified by the provisions of Section 4(2) of that Act and Regulation D promulgated pursuant to the Act.
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Item 7.01 Regulation FD Disclosure.
On April 21, 2011, the Registrant issued a press release to announce that the Registrant entered into the Advisory Agreement. A copy of the release is attached as Exhibit 99.1.
This information shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act 1934, as amended, and is not incorporated by reference into any filing of the Registrant, whether made before or after the date of this report, regardless of any general incorporation language in the filing, except to the extent expressly set forth by specific reference in such a filing.
Item 9.01 Exhibits.
The following exhibits are filed with this report on Form 8-K.
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Exhibit Number
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Description of Exhibit
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
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Alamo Energy Corp.
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Date: April 21, 2011
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By:
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/s/ Philip Mann
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Philip Mann
Chief Financial Officer
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