- Current report filing (8-K)
September 15 2009 - 3:32PM
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): September 10,
2009
SMF
ENERGY CORPORATION
|
(
Exact name of
registrant as specified in its
charter)
|
DELAWARE
|
000-21825
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65-0707824
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(State
or other jurisdiction
of
incorporation)
|
(
Commission
File
Number)
|
(I.R.S.
Employer
Identification
Number)
|
200
W. Cypress Creek Rd., Suite 400
|
Fort
Lauderdale, Florida
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33309
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(Address
of principal executive offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code:
|
(954)
308-4200
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____________________________________________________________
(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 (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 Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
On
September 10, 2009, the exercise price of all outstanding stock options
previously granted to employees under the SMF Energy Corporation (the “Company”)
2000 Employee Stock Option Plan (the “Plan”) were amended by the Compensation
Committee (the “Committee”) of the Company’s Board of Directors to have an
exercise price of $0.55 per share (the “Amendment”). The new exercise
price of $0.55 set by the Amendment was $0.17 above the $0.38 closing bid price
on the Nasdaq Capital Market on the trading day immediately preceding the date
of the Amendment. The Amendment did not change the vesting schedules
or any of the other terms of the respective stock options and did not increase
the exercise price of 10,000 options priced below $0.55.
The
Committee adopted the Amendment, which did not require shareholder approval
under the Plan, because substantially all of the outstanding stock options were
exercisable at prices that were much higher than prevailing market prices, so
that they were ineffective as an incentive for employee
performance. The Committee also believed that the downturn in the
recent trading prices of the Company’s stock was inconsistent with the recent
improvements in the Company’s financial and operational performance but were
instead the direct result of the negative global economic
situation. Accordingly, the Committee felt it was important to lower
the exercise price of outstanding stock options at this time in order to provide
a greater incentive, and potentially a meaningful benefit, to the Company’s key
employees.
In total,
the Amendment affects an aggregate of 1,474,200 shares of common stock
underlying options previously granted to 32 employees, including four Named
Executive Officers from the Company’s September 24, 2008 proxy
statement: Richard E. Gathright, who holds options to purchase
600,000 shares; Michael S. Shore, who holds options to purchase 125,000 shares;
Paul C. Vinger, who holds options to purchase 116,000 shares and L. Patricia
Messenbaugh, who holds options to purchase 55,000 shares.
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: September
15, 2009
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SMF ENERGY
CORPORATION
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|
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By:
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/s/
Richard E. Gathright
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Richard
E. Gathright, Chief Executive Officer and President
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