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 5, 2015
Nuverra Environmental Solutions, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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001-33816 |
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26-0287117 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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14624 N. Scottsdale Road, Suite #300, Scottsdale, Arizona |
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85254 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants telephone number, including area code: (602) 903-7802
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 (see General Instruction A.2.):
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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 (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
Nuverra Environmental Solutions, Inc. (the Company) appointed
Gregory J. Heinlein, age 51, to serve as Executive Vice President and Chief Financial Officer of the Company, effective January 5, 2015.
Prior to joining the Company, Mr. Heinlein served as the Senior Vice President and Chief Financial Officer of ION Geophysical
Corporation, a NYSE-listed provider of technology-driven solutions to the oil and gas industry, from November 2011 to November 2014. Prior to his tenure with ION Geophysical Corporation, Mr. Heinlein served as the Chief Operating and Financial
Officer of Genprex, Inc., a privately-held clinical-stage biopharmaceutical company. Prior to joining Genprex in 2011, Mr. Heinlein held senior management positions at Freescale Semiconductor, Inc., a NYSE-listed designer and manufacturer of
embedded semiconductors for the automotive, consumer, industrial, and networking markets, including Vice President and Treasurer from 2005 to 2008 and Vice President, Global Sales and Marketing, from 2008 to 2010. From 1999 to 2004,
Mr. Heinlein served as Vice President and Treasurer of Fisher Scientific International Inc. and Great Lakes Chemical Company. He began his career with Dow Chemical Company, where he held various financial management positions. Mr. Heinlein
received a Bachelor of Business Administration degree from Saginaw Valley State University and a Master of Business Administration degree from Michigan State University. As the Executive Vice President and Chief Financial Officer, Mr. Heinlein
will be the Companys principal financial officer.
There are no family relationships, as defined in Item 401 of Regulation S-K,
between Mr. Heinlein and any of the Companys executive officers or directors, or any person nominated to become a director or executive officer. There is no arrangement or understanding between Mr. Heinlein and any other person
pursuant to which Mr. Heinlein was appointed as Executive Vice President and Chief Financial Officer of the Company. There are no transactions in which Mr. Heinlein has an interest requiring disclosure under Item 404(a) of Regulation
S-K.
In connection with Mr. Heinleins appointment as the Companys Executive Vice President and Chief Financial Officer,
he will receive an initial base salary of $425,000 per year and a one-time cash signing bonus of $75,000. Mr. Heinlein will also participate in such equity-based and cash-based incentive programs as the Company may from time to time make
available to its senior executive officers, in accordance with the terms and conditions of such programs, as well as the Companys other applicable employee benefits plans and programs.
W. Christopher Chisholm, the Companys Executive Vice President, Interim Chief Financial Officer, and Chief Accounting Officer will
resign as an officer of the Company effective January 5, 2015, in order to accept an opportunity with another company. Mr. Chisholm will remain an employee of the Company through January 30, 2015 in order to assist with an orderly
transition of his duties. Mr. Chisholms resignation was not a result of any disagreement with the Company, the Companys management, or the Companys independent auditors or any member of management on any matter of accounting
principles or practices, financial statement disclosure, or internal controls.
Under the terms of Mr. Chisholms executive
employment agreement, filed with the Securities and Exchange Commission on November 9, 2011 as Exhibit 10.1 to the Companys Current Report on Form 8-K, he is entitled to compensation as set forth in Section 7.1(b) thereof, which
includes a lump sum cash payment equal to 12 months of his current base salary plus a guaranteed bonus equal to 10% of his base salary for the year ended December 31, 2014; however, Mr. Chisholm has voluntarily agreed to accept a payment
equal to 7 months of his current base salary in lieu of the lump sum cash payment described above.
Effective upon Mr. Chisholms resignation, Stacy Hilgendorf, the Companys current
Corporate Controller, will assume the role of principal accounting officer of the Company. Mr. Hilgendorf, age 45, has served as the Companys Corporate Controller since December 2013. Prior to joining the Company, Mr. Hilgendorf
served as Senior Director, Corporate Accounting of Starwood Hotels and Resorts Worldwide, Inc., a NYSE-listed hotel and leisure company, from 2004 until December 2013. From August 2000 until August 2004, Mr. Hilgendorf served as the Corporate
Accounting & Reporting Manager of Dial Corporation, and from October 1996 until December 1999, he served as the Chief Financial Officer and Controller of ISC, Inc. Mr. Hilgendorf spent the first five years of his career with
Ernst & Young. He holds a Bachelor of Science degree in Accounting from The University of Arizona and is a Certified Public Accountant.
There are no family relationships, as defined in Item 401 of Regulation S-K, between Mr. Hilgendorf and any of the Companys
executive officers or directors, or any person nominated to become a director or executive officer. There is no arrangement or understanding between Mr. Hilgendorf and any other person pursuant to which Mr. Hilgendorf was appointed as
principal accounting officer of the Company. There are no transactions in which Mr. Hilgendorf has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure
On January 5, 2015, the Company issued a press release announcing Mr. Heinleins appointment, a copy of which is attached
hereto as Exhibit 99.1.
The information contained in the press release is being furnished and shall not be deemed filed for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number |
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Description |
99.1 |
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Press Release, dated January 5, 2015 |
Cautionary Note Regarding Forward-Looking Statements
This current report on Form 8-K (this Current Report) contains forward-looking statements within the meaning of the
safe harbor provisions of the United States Private Securities Litigation Reform
Act of 1995. Words such as expect, estimate, project, budget, forecast, anticipates, intends,
plans, may, will, could, should, believes, predicts, potential, continue, confident, and similar expressions are intended to
identify such forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause results or expectations expressed in any forward-looking statements to differ materially from actual
results. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this Current Report. All forward-looking statements are qualified in their entirety by this cautionary note. The Company
undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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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NUVERRA ENVIRONMENTAL SOLUTIONS, INC. |
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Date: January 5, 2015 |
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By: /s/ Joseph M. Crabb |
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Name: Joseph M. Crabb |
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Title: Executive Vice President and Chief Legal Officer |
EXHIBIT INDEX
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Exhibit Number |
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Description |
99.1 |
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Press Release, dated January 5, 2015 |
Exhibit 99.1
NUVERRA ENVIRONMENTAL SOLUTIONS APPOINTS GREG HEINLEIN
AS EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
SCOTTSDALE, Ariz. (January 5, 2015) Nuverra Environmental Solutions, Inc. (NYSE: NES) announced today the appointment of Greg Heinlein as Executive
Vice President and Chief Financial Officer. Mr. Heinlein joins the Company today and reports directly to Nuverra Chairman and Chief Executive Officer Mark Johnsrud.
Greg is an accomplished public-company CFO with significant operational expertise and will be an excellent addition to the Nuverra team, said
Mr. Johnsrud. He brings a long and successful track record of building successful teams that drive business results. Gregs experience and leadership will be invaluable to Nuverra as we continue to execute on our business strategies
and objectives.
Prior to joining Nuverra, Mr. Heinlein served as Senior Vice President and Chief Financial Officer of ION Geophysical, a
Houston-based provider of technology-driven solutions to the oil and gas industry. Before joining ION Geophysical in 2011, Mr. Heinlein was Chief Operating and Financial Officer of Genprex, Inc., a privately held, clinical-stage
biopharmaceutical company.
From 2005 to 2010, Mr. Heinlein held senior management positions at Freescale Semiconductor, Inc., including Vice
President and Treasurer from 2005 to 2008 and Vice President, Global Sales and Marketing, from 2008 to 2010. Freescale Semiconductor is a NYSE-listed designer and manufacturer of embedded semiconductors. Prior to joining Freescale Semiconductor,
Mr. Heinlein served as Vice President and Treasurer of Fisher Scientific International Inc. and Great Lakes Chemical Company.
Mr. Heinlein
began his career in 1987 at The Dow Chemical Company, where he worked for more than 12 years in progressively senior financial management positions. Mr. Heinlein received a Bachelor of Business Administration degree from Saginaw Valley State
University and a Master of Business Administration degree from Michigan State University.
About Nuverra
Nuverra Environmental Solutions is among the largest companies in the United States dedicated to providing comprehensive and full-cycle environmental
solutions to customers in energy and industrial end-markets. Nuverra focuses on the delivery, collection, treatment, recycling, and disposal of restricted solids, water, wastewater, used motor oil, spent antifreeze, waste fluids and hydrocarbons.
The Company continues to expand its suite of environmentally compliant and sustainable solutions to customers who demand stricter environmental compliance and accountability from their service providers. Interested parties can access additional
information about Nuverra on the Companys web site at http://www.nuverra.com, and in documents filed with the United States Securities and Exchange Commission, on the SECs web site at http://www.sec.gov.
Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of the safe harbor provisions of the United States Private Securities
Litigation Reform Act of 1995. Words such as expect, estimate, project, budget, forecast, anticipates, intends, plans, may, will,
could, should, believes, predicts, potential, continue, confident, and similar expressions are intended to identify such forward-looking statements. Such
forward-looking statements may address matters that involve known and unknown risks and uncertainties, including risks and uncertainties set forth in the Companys Current Report on Form 10-Q for the three months ended September 30, 2014,
its Annual Report on Form 10-K for the fiscal year ended December 31, 2013, as well as the Companys other reports filed with the United States Securities and Exchange Commission, which are available at http://www.sec.gov and the
Companys web site at http://www.nuverra.com. As a result of the foregoing considerations, you are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date of this press release. All
forward-looking statements are qualified in their entirety by this cautionary statement. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or
otherwise
Source: Nuverra Environmental Solutions
Nuverra Environmental Solutions, Inc.
Liz Merritt, 480-878-7452
VP-Investor Relations & Communications
ir@nuverra.com