Current Report Filing (8-k)
May 09 2016 - 5:41PM
Edgar (US Regulatory)
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 6, 2016
Samson
Oil & Gas Limited
(Exact name of registrant as specified in
its charter)
Australia
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001-33578
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N/A
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(State or other jurisdiction of incorporation or organization)
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(Commission file number)
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(I.R.S. Employer
Identification Number)
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Level 16, AMP Building,
140 St Georges Terrace
Perth, Western Australia 6000
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code:
+61 8 9220 9830
(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:
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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))
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Item 5.02
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Departure of Directors or Certain Officers; Election
of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On May 6, 2016, Samson
Oil and Gas USA, Inc. (the “Company”), a wholly owned subsidiary of Samson Oil & Gas Limited, entered into an Amendment
to Employment Agreement (the “Amendment”) with Terence M. Barr, the Company’s Chief Executive Officer, President
and Managing Director. The Amendment is effective as of December 31, 2015. The Amendment modifies certain provisions of Mr. Barr’s
Employment Agreement dated January 1, 2011, as previously amended on December 20, 2011 and November 7, 2013 (the “Employment
Agreement”). Specifically, the Amendment extends the term of the Employment Agreement to December 31, 2017 (the “Term”),
establishes Mr. Barr’s annual compensation for the Term, and modifies the compensation payable to Mr. Barr upon a termination
not for cause. Pursuant to the Amendment, Mr. Barr will receive a base salary of $400,000 per year (“Base Salary”)
during the Term, subject to adjustment at the discretion of the Company’s Board of Directors (the “Board”). Notwithstanding
the Amendment, Mr. Barr remains subject to a 15% reduction in his Base Salary (to $340,000) as part of an ongoing salary reduction
applicable to all employees of the Company. Mr. Barr is also eligible to receive an annual discretionary bonus in an amount determined
by the Board based on quantitative and qualitative factors, in an amount not to exceed his Base Salary. Pursuant to the Amendment,
Mr. Barr is entitled to receive twelve months’ severance plus continuation of his benefits for the severance period if his
employment is terminated by the Company without Cause (as defined in the Employment Agreement). The Amendment also includes a non-solicitation
covenant applicable during the Term and for twelve months following the termination of Mr. Barr’s employment.
The foregoing does not constitute a complete
summary of the terms of the Amendment, and reference is made to the complete text of the Amendment, which is attached hereto as
Exhibit 10.1 and incorporated by reference herein.
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ITEM 9.01
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Financial Statements and Exhibits.
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Exhibit No.
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Description
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10.1
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Amendment to Employment Agreement dated May 6, 2016
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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 hereunto duly authorized.
Date: May 9, 2016
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Samson Oil & Gas Limited
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By:
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/s/ Robyn Lamont
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Robyn Lamont
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Chief Financial Officer
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