Commerce Energy Group, Inc. - Current report filing (8-K)
May 01 2008 - 5:19PM
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): April 25, 2008
COMMERCE ENERGY GROUP, INC.
(Exact name of
registrant as specified in its charter)
Delaware
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001-32239
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20-0501090
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(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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600 Anton Blvd., Suite 2000
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Costa Mesa, California
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92626
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(Address of
principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
(714) 259-2500
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:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2 (b))
o
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 Arrangement of Certain
Officers
(b) On April 25, 2008, Nick Cioll,
Vice President, Chief Risk Officer, and Kenneth L. Robinson, Vice President,
Finance, Corporate Controller and chief accounting officer of the Company for
purposes of all filings with the U.S. Securities and Exchange Commission (the SEC)
under the Securities Act of 1933, as amended (the Securities Act) and the
Securities Exchange Act of 1934, as amended (the Exchange Act), were laid off in connection with a
restructuring and reorganization of Commerce Energy Group, Inc. (the Company).
In connection with the
above-referenced restructuring and reorganization, on May 1, 2008, the
Board of Directors of the Company (the Board) designated C. Douglas Mitchell,
57, the current Interim Chief Financial Officer and principal financial officer
of the Company, to serve in the additional capacity as the principal
accounting officer of the Company for purposes of all filings with the SEC
under the Securities Act and the Exchange Act.
Biographical information relating to Mr. Mitchell and details
relating to his compensation has been previously reported in the Companys
Current Report on Form 8-K filed with the SEC on January 30, 2008
(the January 30th Form 8-K).
The disclosure set forth under Item 5.02 of the January 30th Form 8-K
relating to Mr. Mitchell is incorporated herein by reference into this
Item 5.02. Copies of the Interim
Services Agreement and the Indemnification Agreement referenced in the
disclosure incorporated by reference from the January 30th Form 8-K and
which were previously filed with the January 30th Form 8-K are also
filed with this Report as Exhibit 99.1 and 99.2, respectively, and such
agreements are incorporated herein by reference. Mr. Mitchell did not receive any
additional compensation or benefits as a result of the additional designation.
In addition, on May 1,
2008, the Board named David J. Yi, 38, as the Companys new Chief Risk
Officer. From February 2007 to April 2008,
Mr. Yi served as Director of Accounting and Risk Control of Pacific Summit
Energy LLC, a subsidiary of Sumitomo Corporation; from December 2005 to January 2007,
he served as Manager of Credit and Collateral of Southern California Edison;
from November 2003 to November 2005 he served as Chief Credit Officer for Geary
Energy LLC; and from July 1993 to October 2003, he served as Chief
Credit Officer at Cook Inlet Energy Supply, LLC, a North American energy supply
services company that was sold to Macquaire Bank of Sydney, Australia in
2005. Mr. Yi received his Bachelor
of Arts degree in Business Economics from the University of California at Los
Angeles. In connection with the above-referenced
restructuring, the role of the Chief Risk Officer will be expanded to include
greater responsibilities in the areas of credit and contract risk.
Mr. Yi was not
selected as an officer of the Company pursuant to any understanding between Mr. Yi
and any other person. There are no
family relationships between Mr. Yi and the directors and executive
officers of the Company.
(e) On April 25, 2008, the Company presented
to Nick Cioll a Severance Agreement and General Release (the Severance
Agreement), which will become effective on the eighth day after he signs the Severance
Agreement, unless it is revoked by Mr. Cioll before that date (the
Effective Date). Mr. Cioll has 45
days (from April 25th) to decide whether to execute the Severance
Agreement. Pursuant to the Severance Agreement, Mr. Cioll would be
entitled to a severance payment of $57,500, payable in a lump sum within seven
calendar days after the Effective Date, less customary payroll deductions
required by law (collectively, the Severance Benefit).
If Mr. Cioll decides
to execute the Severance Agreement and it becomes effective, Mr. Cioll would
agree not to solicit the Companys employees, contractors or customers for a
period of twelve (12) months after the date the Agreement is signed. The Severance Agreement includes provisions which
would require Mr. Cioll to protect the Companys proprietary information
and contains a general release by Mr. Cioll of all claims against the
Company and its affiliates and representatives.
The Severance Agreement also contains other customary provisions
including Mr. Ciolls statutory rights under the Older Workers Benefit
Protection Act which permits him to revoke portions of the Severance Agreement
within a seven day period after he signs the Severance Agreement. If Mr. Cioll elected to revoke portions
of the Severance Agreement, he would not be entitled to the Severance Benefit.
The foregoing description
of the Severance Agreement is only a summary, is not complete and is qualified
in its entirety to the actual agreement, which is attached hereto as Exhibit
99.3 and is incorporated herein by reference.
2
Item 9.01. Financial
Statements and Exhibits.
Exhibit No.
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Description
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99.1
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Interim Executive
Services Agreement re: C. Douglas Mitchell dated January 14, 2008,
previously filed with the SEC on January 30, 2008 as Exhibit 99.1
to Commerce Energy Group, Inc.s Current Report on Form 8-K and incorporated
herein by reference.
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99.2
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Indemnification
Agreement re: C. Douglas Mitchell dated January 23, 2008, previously
filed with the SEC on January 30, 2008 as Exhibit 99.2 to Commerce
Energy Group, Inc.s Current Report on Form 8-K and incorporated herein by
reference.
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99.3
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Confidential Severance
Agreement and General Release Agreement between Commerce Energy
Group, Inc. and Rubin N. Cioll.
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SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, Commerce Energy Group, Inc.
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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COMMERCE ENERGY GROUP,
INC.
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a Delaware corporation
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Date: May 1, 2008
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By:
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/S/ C. DOUGLAS MITCHELL
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C. Douglas Mitchell
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Interim Chief Financial
Officer
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4
EXHIBIT
INDEX
Exhibit No.
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Description
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99.1
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Interim Executive
Services Agreement re: C. Douglas Mitchell dated January 14, 2008,
previously filed with the SEC on January 30, 2008 as Exhibit 99.1
to Commerce Energy Group, Inc.s Current Report on Form 8-K and incorporated
herein by reference.
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99.2
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Indemnification
Agreement re: C. Douglas Mitchell dated January 23, 2008, previously
filed with the SEC on January 30, 2008 as Exhibit 99.2 to Commerce
Energy Group, Inc.s Current Report on Form 8-K and incorporated herein by
reference.
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99.3
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Confidential Severance
Agreement and General Release Agreement between Commerce Energy
Group, Inc. and Rubin N. Cioll.
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