Current Report Filing (8-k)
March 06 2019 - 3:53PM
Edgar (US Regulatory)
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): March 4, 2019
CARBON ENERGY CORPORATION
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(Exact name of registrant as specified in charter)
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Delaware
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000-02040
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26-0818050
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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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1700 Broadway, Suite 1170, Denver, Colorado
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80290
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(Address of principal executive offices)
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(Zip code)
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(720) 407-7030
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(Registrant’s telephone number including area code)
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(Former Name or former address, if changed since last report)
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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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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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☐
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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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☐
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13a of the Exchange Act.
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Item 1.01
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Entry into a Material Definitive Agreement.
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On March 4, 2019, Carbon
Energy Corporation (the “
Company
”) entered into amendments to the employment agreements of each of Patrick
R. McDonald, Mark D. Pierce and Kevin D. Struzeski (the “
Employment Agreement Amendments
”). The Employment
Agreement Amendments provide:
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●
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that any severance payments payable by the Company to an executive will be paid into escrow immediately
upon the executive’s involuntary termination and then delivered out of escrow to the executive within five business days
after a release of the Company from liability delivered by the executive becomes irrevocable and effective;
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●
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a revised definition of “Change in Control” to reflect the definitions provided in
Treasury Regulations 1.409A-3(i)(5)(v), (vi) and (vii);
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that the executive does not have the ability to designate, directly or indirectly, the tax year
in which a severance payment will be made; and
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updated contact information for the Company and each executive
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The information contained in this Item
1.01 regarding the Amendment is qualified in its entirety by copies of the Employment Agreement Amendments attached to this Current
Report on Form 8-K as Exhibits 10.1, 10.2 and 10.3, respectively, which are incorporated herein by reference.
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangement of Certain Officers.
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See Item 1.01 of this Current Report
on Form 8-K for a description of the material terms of the Employment Agreement Amendments, which terms are incorporated
herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned,
hereunto duly authorized.
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CARBON ENERGY CORPORATION
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March 6, 2019
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/s/ Patrick R. McDonald
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Patrick R. McDonald,
Chief Executive Officer
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2
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