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EX-10.5 - FORM OF AMENDMENT TO DUNE ENERGY, INC - DUNE ENERGY INCd338327dex105.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

AMENDMENT NO. 1

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 5, 2012

 

 

DUNE ENERGY, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-27897   95-4737507

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

Two Shell Plaza

777 Walker Street, Suite 2300

Houston, Texas

  77002
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (713) 229-6300

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 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 8.01 Other Events

EXPLANATORY NOTE: Effective April 20, 2012, Dune Energy, Inc. (the “Company”) entered into amendments to clarify the Dune Energy, Inc. 2012 Stock Incentive Plan Nonqualified Stock Option Award Agreements (the “Award Agreements”) with each nonemployee director to provide that (i) in the event of a conflict between the Award Agreements and the Dune Energy, Inc. 2012 Stock Incentive Plan, the Award Agreements will govern and (ii) any vested option outstanding at the time of the termination of the grantee (except for death, disability or cause) is exercisable for one year following the date of termination. The Company is filing this Amendment No. 1 to Current Report on Form 8-K to file the amendment to the Award Agreements as Exhibit 10.5 hereto.

The description of the amendment to the Award Agreements is qualified in its entirety by the full text of the form of amendment, which is filed herewith as Exhibit 10.5 and is incorporated into this Item 8.01 by reference.

Item 9.01 Financial Statements and Exhibits

 

Exhibit

  

Name of Document

10.1*    2012 Dune Energy, Inc. Stock Incentive Plan
10.2*    Form of Dune Energy, Inc. 2012 Stock Incentive Plan Nonqualified Stock Option Award Agreement
10.3*    Form of Dune Energy, Inc. 2012 Stock Incentive Plan Restricted Stock Agreement (Time Vesting)
10.4*    Form of Dune Energy, Inc. 2012 Stock Incentive Plan Restricted Stock Agreement (Performance Vesting)
10.5    Form of Amendment to Dune Energy, Inc. 2012 Stock Incentive Plan Nonqualified Stock Option Award Agreement

 

* Previously filed.


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.

 

    DUNE ENERGY, INC.
Date: April 20, 2012     By:   /s/ James A. Watt
    Name:   James A. Watt
    Title:   Chief Executive Officer


EXHIBIT INDEX

 

Exhibit

  

Name of Document

10.1*    2012 Dune Energy, Inc. Stock Incentive Plan
10.2*    Form of Dune Energy, Inc. 2012 Stock Incentive Plan Nonqualified Stock Option Award Agreement
10.3*    Form of Dune Energy, Inc. 2012 Stock Incentive Plan Restricted Stock Agreement (Time Vesting)
10.4*    Form of Dune Energy, Inc. 2012 Stock Incentive Plan Restricted Stock Agreement (Performance Vesting)
10.5    Form of Amendment to Dune Energy, Inc. 2012 Stock Incentive Plan Nonqualified Stock Option Award Agreement

 

* Previously filed.