UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 30, 2015
AMERICAN EAGLE ENERGY CORPORATION
(Exact name of registrant as specified
in its charter)
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Nevada |
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000-50906 |
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20-0237026 |
(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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2549 W. Main Street, Suite 202, Littleton,
Colorado 80120
(Address of principal executive offices) (Zip
Code)
(Registrant’s telephone number,
including area code) (303) 798-5235
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 (see General Instruction
A.2. below):
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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)) |
Section 5 - Corporate Governance
and Management
Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) Effective as of the close of business on April 30, 2015,
Kirk Stingley resigned as the Chief Financial Officer of American Eagle Energy Corporation to pursue other interests in the private
sector. We thank him for his many years of dedicated service.
(c) Effective as of the opening of business on May 1, 2015,
our board of directors appointed Martin J. (Marty) Beskow, age 44, as our Chief Financial Officer. Marty will also continue as
our Vice President of Capital Markets and Strategy, the role in which he has served since he joined us in October of 2013. Prior
to joining us, and commencing in March of 2012, Marty served as an Executive Vice President and Vice President of Finance and Capital
Markets for Emerald Oil Inc. and, before that, commencing in August of 2010, as a Vice President and Senior Equity Analyst in Northland
Securities Inc.’s research group, covering E&P companies. His previous experience includes service as a Vice President
and Portfolio Manager for Blue Water Capital Advisors, a Vice President of Interlachen Capital Group LP, and a Principal at Stonehill
Financial, having commenced his career in the audit practice of KPMG LLP. Marty is a Charter Financial Analyst (CFA), Certified
Public Accountant (CPA, inactive), and Accredited in Business Valuation (ABV). He received his B.S. in Accounting, magna cum laude,
from St. Cloud State University in 1992. As disclosed in our Annual Report on Form 10-K for our fiscal year ended December 31,
2014, Marty’s cash compensation during our 2014 and 2013 fiscal years was $200,000 and $208,750, respectively, and he holds
options for the purchase of up to (i) 3,125 shares of our common stock (50% of which are fully vested and the other 50% vest on
December 13 of this year), with an exercise price of $8.68 per share, and (ii) 25,000 shares of our common stock (50% of which
are fully vested and the other 50% of which vest on October 1 of this year), with an exercise price of $1.68 per share.
There is no arrangement or understanding between Marty and any
other person pursuant to which he was appointed as the Chief Financial Officer of the Company. Aside for the foregoing, there are
no transactions in which Marty has an interest requiring disclosure under Item 404(a) of Regulation S-K.
On May 5, 2015, the Company issued a press release announcing
the resignation of Mr. Stingley and the appointment of Mr. Beskow. A copy of the press release is attached hereto as Exhibit 99.1.
SECTION 9 — FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01. |
Financial Statements and Exhibits. |
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(d) |
Exhibits |
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Exhibit |
Description of Exhibit |
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99.1* |
Press Release dated May 5, 2015 |
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* Filed herewith. |
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 5, 2015 |
AMERICAN EAGLE ENERGY CORPORATION |
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By: |
/s/ Bradley M. Colby |
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Bradley M. Colby |
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President and Chief Executive Officer |
Exhibit 99.1
American Eagle Energy Appoints Marty
Beskow As Chief Financial Officer
DENVER, CO — May 5, 2015 —
American Eagle Energy Corporation (NYSE MKT: AMZG) (“American Eagle” or the “Company”), announces that,
effective as of the close of business on April 30, 2015, Kirk Stingley resigned as the Company’s Chief Financial Officer
to pursue other interests in the private sector. Effective as of the opening of business on May 1, 2015, Martin J. (Marty) Beskow,
age 44, became the Company’s Chief Financial Officer. Mr. Beskow will also continue as Vice President of Capital Markets
and Strategy, the role in which he has served American Eagle since he joined the Company in October of 2013.
“We thank Kirk for his many years
of dedicated service to us and welcome Marty to his increased role,” said Brad Colby, American Eagle’s Chief Executive
Officer and President. “We are certain that he will continue to make a significant contribution to our company.”
ABOUT AMERICAN EAGLE ENERGY CORPORATION
American Eagle Energy Corporation is an
independent exploration and production operator that is focused on acquiring acreage and developing wells in the Williston Basin
of North Dakota, targeting the Bakken and Three Forks shale oil formations. The Company is based in Denver, CO. More information
about American Eagle can be found at www.americaneagleenergy.com or by contacting investor relations at 303-798-5235 or ir@amzgcorp.com.
Company filings with the Securities and Exchange Commission can be obtained free of charge at the SEC’s website at www.sec.gov.
SAFE HARBOR
This press release may contain forward-looking
statements regarding future events and the Company’s future results that are subject to the safe harbors created under the
Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”).
All statements other than statements of historical facts included in this press release regarding the Company’s financial
position, business strategy, plans and objectives of management for future operations, industry conditions, and indebtedness covenant
compliance are forward-looking statements. When used in this report, forward-looking statements are generally accompanied by terms
or phrases such as “estimate,” “project,” “predict,” “believe,” “expect,”
“anticipate,” “possible,” “target,” “plan,” “intend,” “seek,”
“goal,” “will,” “should,” “may” or other words and similar expressions that convey
the uncertainty of future events or outcomes. Items contemplating or making assumptions about, actual or potential future sales,
market size, collaborations, and trends or operating results also constitute such forward-looking statements.
Forward-looking statements involve inherent
risks and uncertainties and important factors (many of which are beyond the Company’s control) that could cause actual results
to differ materially from those set forth in the forward-looking statements, including the amount we may invest, the location,
and the scale of the drilling projects in which we intend to participate; our beliefs with respect to the potential value of drilling
projects; our beliefs with regard to the impact of environmental and other regulations on our business; our beliefs with respect
to the strengths of our business model; our assumptions, beliefs, and expectations with respect to future market conditions; our
plans for future capital expenditures; and our capital needs, the adequacy of our capital resources, and potential sources of capital.
The Company has based these forward-looking
statements on its current expectations and assumptions about future events. While management considers these expectations and assumptions
to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory, and other risks, contingencies,
and uncertainties, most of which are difficult to predict and many of which are beyond the Company’s control. The Company
does not assume any obligations to update any of these forward-looking statements.
CORPORATE CONTACT:
Marty Beskow, CFA
Chief Financial Officer
Vice President of Capital Markets and Strategy
American Eagle Energy Corporation
720-330-8378
ir@amzgcorp.com
www.americaneagleenergy.com
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