SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: January 8, 2013
(Date of earliest event reported)
Banyan Rail Services Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
2255 Glades Road, Suite
111-E, Boca Raton, Florida
(Address of principal executive offices)
(Registrant’s telephone number, including
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))
Item 1.03. Bankruptcy or Receivership.
On January 11, 2013, the operating subsidiary of Banyan Rail
Services Inc., The Wood Energy Group, Inc., a Missouri corporation, filed a voluntary petition for relief under Chapter 11 of the
Bankruptcy Code in the United States Bankruptcy Court Southern District of Florida (Case 13-10688-PGH).
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 8, 2013, Banyan Rail Services Inc. entered into an
agreement with Jon D. Ryan, the company’s chief financial officer, agreeing to pay Mr. Ryan a retention bonus of $50,000
on June 30, 2013 or sooner if Mr. Ryan is terminated, other than for cause or misconduct, prior to June 30, 2013. This summary
of the agreement is qualified by the complete document, which is attached to this Form 8-K as Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits.
10.1 Retention Bonus Agreement, dated as of January 8, 2013,
by and between Banyan Rail Services Inc. and Jon D. Ryan.
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
||Banyan Rail Services Inc.|
||/s/ Christopher J. Hubbert
||Name: Christopher J. Hubbert|
Dated January 14, 2013
||Retention Bonus Agreement, dated as of January 8, 2013, by and between Banyan Rail Services Inc. and Jon D. Ryan.|