Tengasco Inc - Current report filing (8-K)
December 26 2007 - 4:16PM
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 theSecurities
Exchange Act of 1934
Date of Report (Date
of Earliest Event Reported):
December 18,
2007
Tengasco,
Inc.(Exact
Name of Registrant as specified in its charter)
Commission File
Number 1-15555
Tennessee
87-0267438
(State or other jurisdiction
of
(I.R.S. Employer Identification No.)
incorporation or organization)
10215 Technology Drive N.W., Suite 301, Knoxville, Tennessee 37932
(Address of Principal
Executive Office
|
(865)
675-1554
(Registrant’s Telephone number)
|
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 (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-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors;Appointment
of Principal Officers
On
December 18, 2007, the Company entered into a two-year employment agreement with Charles
Patrick McInturf pursuant to which Mr. McInturf will serve as Vice-President of the
Company. Mr. McInturf will receive a salary of $185,000 per annum and will be eligible to
receive a bonus based on his performance and the performance of the Company’s
business as determined by the Compensation Committee of the Board of Directors, although no
such bonus is guaranteed. Mr. McInturf will also be eligible to receive grants of stock
options and as inducement to enter into the employment agreement with the Company, on
December 18, 2007 he was granted an initial option to purchase 400,000 shares of the
Company’s common stock at a price of $0.54 per share which was the closing price of
the Company’s common stock as listed on the American Stock Exchange on the date the
option was granted. The term of the option granted was for a period of five years with
one-fifth of the option vesting immediately and the remainder vesting in equal increments
over four years. During the term of the employment agreement Mr. McInturf shall have the
right to participate in all employee benefit plans of the Company in effect and generally
available to all similarly situated employees including, but not limited to, any health,
hospitalization and other group insurance plans.
Mr.
McInturff received a Bachelor of Science Degree in Civil Engineering from Texas A&M
University in 1975. He is a Registered Professional Engineer in Texas and a member of the
Society of Petroleum Engineers. Before joining the Company he was Vice President of
Operations of Capco Offshore, Inc. and related companies in Houston from October 2006 until
December 2007 responsible for managing and supervising offshore operations and workovers
and identification and evaluation of drilling and workover candidates. From 1991 to 2006,
he was employed by Ryder Scott Company in Houston performing reservoir studies including
determination of oil, gas, condensate and plant product reserves, enhanced recovery and oil
and gas property appraisal. For most of the period 1978 to 1991, he worked in various
petroleum engineering positions at Union Texas Petroleum Corp. in Midland and Houston,
Texas, and Karachi, Pakistan and was responsible for surveillance and engineering on
primary and secondary recovery projects as well as design and field supervision of
workovers, pressure-transient tests and completions both onshore and offshore. During that
time period he also worked for Global Natural Resources from 1983 to1986 as senior
operations engineer responsible for all engineering activities. From 1981 to 1983 he was
employed by Belco Petroleum performing reservoir engineering duties including field
studies, economic evaluation, reserves estimation, and initiating major field studies on
waterflood projects in southwestern Wyoming and west Texas. Mr. McInturff was employed by
Exxon Co. USA from 1975 to 1978 primarily with the reservoir engineering group in Midland,
Texas performing drilling engineering duties including cost estimation, AFE preparation,
drilling programs and field supervision. He was responsible for the surveillance of fifteen
Permian Basin oil and gas fields in west Texas using both primary and secondary recovery
techniques.
Item 8.01 Other
Matters
On
December 18, 2007, the Company also entered into a Management Agreement with Hoactzin
Partners, L.P. (“Hoactzin”). Peter E. Salas, the Chairman of the Board of
Directors of the Company and the sole shareholder and controlling person of Dolphin
Management, Inc., the general partner of Dolphin Offshore Partner, L.P., which is the
Company’s largest shareholder, is the controlling person of Hoactzin. Pursuant to the
Management Agreement with Hoactzin, Mr. McInturff’s duties while he is employed as
Vice-President of the Company will include the management on behalf of Hoactzin of its
working interests in certain oil and gas properties owned by Hoactzin and located in the
onshore Texas Gulf Coast, and offshore Texas and offshore Louisiana. As consideration for
the Company entering into the Management Agreement, Hoactzin has agreed that it will be
responsible to reimburse the Company for the payment of one-half of Mr. McInturff’s
salary, as well as certain other benefits he receives during his employment by the Company.
In further consideration for the Company’s agreement to enter into the Management
Agreement, Hoactzin has granted to the Company an option to participate in up to a 15%
working interest on a dollar for dollar cost basis in any new drilling or workover
activities undertaken on Hoactzin’s managed properties during the term of the
Management Agreement. The term of the Management Agreement is the earlier of the date
Hoactzin sells its interests in its managed properties or 5 years. The Management Agreement
was approved by the Audit Committee of the Company’s Board of Directors and in
accordance with the Company’s related party transaction policy.
Item 9.01 Financial
Statements and Exhibits
(c) Exhibits
10.1 Employment Agreement between the Company and Charles Patrick McIntuf dated December
18, 2007. 99.1 Press Release dated December 26, 2007.
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly
caused and authorized this report to be signed on its behalf by the undersigned.
Dated: December 26,
2007
Tengasco, Inc.
By:
s/Jeffrey R. Bailey
Jeffrey R. Bailey,
Chief Executive Officer
Tengasco (AMEX:TGC)
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