Attached files
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): May 27, 2015
SYNERGY RESOURCES CORPORATION
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(Exact name of Registrant as specified in its charter)
Colorado 001-35245 20-2835920
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
20203 Highway 60
Platteville, Colorado 80651
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (970) 737-1073
N/A
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(Former name or former address if changed since last report)
Check 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-14(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On May 27, 2015, Synergy Resources Corporation (the "Company") entered into
an employment agreement with Lynn A. Peterson, the Company's newly hired
President. The agreement has a term of five years, but is terminable by either
the Company or Mr. Peterson at any time, with or without notice. Mr. Peterson is
entitled to receive annual base compensation of $600,000, a signing bonus of
$250,000, an award of 250,000 shares of restricted stock, which shall vest in
five equal annual installments beginning on the grant date, and an option to
acquire 1,750,000 shares of common stock, which shall vest in five equal annual
installments beginning on the grant date. Mr. Peterson is also eligible for
periodic performance bonuses as may be awarded in the sole discretion of the
Compensation Committee of the Company's Board of Directors (the "Board").
Upon (a) a termination without cause (as defined in the agreement) or (b) a
constructive termination (as defined in the agreement), and provided that he
executes a release, Mr. Peterson is entitled to receive a severance payment of
two years of base salary and his most recent bonus and all unvested incentive
awards shall automatically vest as of the termination date. Upon a termination
for any reason, other than the Company for cause, in connection with or within
12 months of a change of control (as defined in the agreement), Mr. Peterson is
entitled to receive a severance payment of three years of base salary and his
most recent bonus and, regardless of whether there is a termination, upon the
occurrence of the change of control, all unvested incentive awards shall
automatically vest as of the termination date. Upon a voluntary termination
without good reason, termination for cause, death or disability, or in
connection with a change of control separation, Mr. Peterson would not be
entitled to receive benefits from the Company, except that in the case of Mr.
Peterson's death or disability, all unvested incentive awards shall
automatically vest as of the termination date.
The agreement prohibits Mr. Peterson from competing with the Company during
his employment and for a period of twelve months thereafter. Mr. Peterson is
also subject to confidentiality obligations.
The foregoing description is qualified in its entirety by reference to the
full text of the employment agreement which is filed with this Current Report on
Form 8-K as Exhibit 10.34.
Mr. Peterson, age 62, was a co-founder of Kodiak Oil & Gas Corp. ("Kodiak")
and served Kodiak as a director (2001-2014), President and Chief Executive
Officer (2002-2014), and Chairman of the Board (2011-2014). Whiting Petroleum
Corporation acquired Kodiak on December 8, 2014 and Mr. Peterson has served as a
director of Whiting Petroleum since that time. Mr. Peterson has over 30 years of
industry experience. Mr. Peterson was an independent oilman from 1986 to 2001
and served as Treasurer of Deca Energy from 1981 to 1986. He graduated from the
University of Northern Colorado with a Bachelor of Science in Accounting.
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Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangement
of Certain Officers.
See Item 1.01 of this report.
Item 8.01 Other Events.
On May 28, 2015, the Company issued a press release announcing the
appointment of Mr. Peterson. A copy of the press release is filed herewith as
Exhibit 99.
Item 9.01 Financial Statements and Exhibits.
Exhibit
Number Description of Document
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10.34 Employment Agreement between the Company and Lynn A. Peterson dated
May 27, 2015
99 Press release dated May 28, 2015.
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SIGNATURE
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 thereunto duly authorized.
SYNERGY RESOURCES CORPORATION
Dated: June 1, 2015 By: /s/ Frank L. Jennings
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Frank L. Jennings
Chief Financial Officer
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