- Current report filing (8-K)
January 29 2009 - 5:14PM
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):
January 26, 2009
EDGE PETROLEUM CORPORATION
(Exact name of
registrant as specified in its charter)
Delaware
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000-22149
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76-0511037
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(State or other
jurisdiction of
incorporation)
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(Commission File
Number)
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(I.R.S. Employer
Identification No.)
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Travis
Tower
1301 Travis, Suite 2000
Houston, Texas
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77002
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(Address of
principal executive offices)
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(Zip Code)
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(713)
654-8960
(Registrants
telephone number, including area code)
N/A
(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.
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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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Appointment
of Gary L. Pittman
Effective as of January 26,
2009, the Board of Directors of Edge Petroleum Corporation, a Delaware
corporation (the Company), appointed Gary L. Pittman as Executive Vice
President and Chief Financial Officer of the Company. Mr. Pittman replaces
the Companys Acting Chief Financial Officer, C.W. MacLeod, who will continue
his role with the Company as Senior Vice President, Business Development and
Planning.
Prior to joining
the Company, Mr. Pittman, age 53, served as the Vice President of Special
Projects at Tronox Incorporated from September 2008 to January 2009. Mr. Pittman has experience as Chief
Financial Officer of four public companies of which three were E&P
related. In addition, he has extensive
experience with turnarounds and has also served as Vice President and Chief
Financial Officer of Vermillion Companies from March 2008 to September 2008;
as Chief Financial Officer (December 2002 to August 2007), Senior
Vice President and Secretary (May 2006 to August 2007) and Treasurer
(August 2004 to August 2007) of Pioneer Companies, Inc.; and as
Vice President and Chief Financial Officer of Coho Energy, Inc. from 2000
to 2002.
In connection with
his employment with the Company, Mr. Pittman will be entitled to (i) an
annual salary of $250,000, (ii) medical, dental, vision, 401(k), disability
and life insurance benefits, (iii) four weeks of annual vacation and (iv) severance
as provided in the severance agreement attached hereto as Exhibit 10.1 and
incorporated herein by reference.
Additionally, Mr. Pittman will be eligible to earn an annual cash
bonus (ranging from 60% to 120% of his base salary) and a $40,000 cash
retention bonus payable upon the earlier of December 31, 2009 or the
consummation of a merger or sale of the Company. The
annual cash bonus will be based 80% on the Companys performance and 20% on Mr. Pittmans
achievement of individual performance objectives with the performance
objectives being tied to the success of the Companys pursuit of various
strategic alternatives.
Mr. Pittman
does not have a family relationship with any director, executive officer or
person nominated or chosen by the Company to become a director or an executive
officer. Mr. Pittman is not a party to any transaction or series of
transactions required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
Modification
of Employment Arrangement with John O. Tugwell
The Company has also
increased Mr. John Tugwells salary from $246,000 to $250,000. The remaining terms of Mr. Tugwells
employment remain unchanged.
The retention of Mr. Gary L. Pittman as the
Companys Executive Vice President and Chief Financial Officer is part of the
ongoing effort of the Company to evaluate and assess the Companys various
financial and strategic alternatives, and in particular to also address the
previously announced $114 million borrowing base deficiency (the Deficiency) which
now exists under its Fourth Amended and Restated Credit Agreement, as amended
(the Credit Facility). As required by
the Credit Facility, the Company has elected to prepay the Deficiency in six
equal monthly installments with the first $19 million installment being due on February 9,
2009, though there can be no assurance that the Company will be able to make
any of such payments when they become due.
Although the Company is in discussions with its lending group with
respect to the possible restructuring of this payment obligation, there can be
no assurance that the Company will reach agreement with its lenders with
respect to any restructuring and if not, will be able to make the required
payments with respect to the Deficiency when they become due. Moreover, there can be no assurance that the
Companys ongoing efforts to evaluate and assess its various financial and
strategic alternatives (which may include the sale of some or all of the
Companys assets, the merger or other business combination involving the
Company, restructuring of the Companys debt or the issuance of additional
equity or debt) will be successful. If
such efforts are not successful, the Company may be required to seek protection
under Chapter 11 of the U.S. Bankruptcy Code.
2
Item
9.01.
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Financial
Statements and Exhibits
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(d)
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Exhibits.
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Exhibit No.
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Description
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10.1
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Severance
Agreement for Gary L. Pittman.
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SIGNATURES
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.
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EDGE PETROLEUM CORPORATION
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Date: January 29, 2009
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By:
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/s/
John W. Elias
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John W. Elias
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Chairman,
President & Chief Executive Officer
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3
INDEX
TO EXHIBITS
Exhibit No.
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Description
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10.1
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Severance Agreement for
Gary L. Pittman.
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4
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