Current Report Filing (8-k)
May 15 2020 - 3:19PM
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): February 23, 2020
DISCOVERY
ENERGY CORP.
(Exact
name of registrant as specified in its Charter)
Nevada
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000-53520
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98-0507846
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(State
or other jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification Number)
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One
Riverway Drive, Suite 1700, Houston, Texas
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77056
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(Address
of principal executive offices)
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(zip
code)
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Registrant’s
telephone number, including area code: 713-840-6495
(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 Registrant under
any of the following provisions:
[ ]
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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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Securities
registered pursuant to Section 12(b) of the Act: None
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 13(a) of the Exchange Act. [ ]
ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
During
the months of February and March 2020, Discovery Energy Corp. (the “Company”) entered into two consulting
agreements and one employment agreement (singly, a “Remuneration Agreement,” and collectively, the “Remuneration
Agreements”) with several persons serving as its directors and officers. These persons include the individuals
named in the following table, who will be receiving the annual remuneration set forth in this table:
Name
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Position
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Amount
of
Annual
Remuneration
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Type
of
Remuneration
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Keith
D. Spickelmier
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Chairman
of the Board
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US$165,000
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(1)
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Keith
J. McKenzie
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Director
& Chief Executive Officer
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US$150,000
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Consulting
Fees
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William
E. Begley
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Director,
President, Chief Operating Officer & Chief Financial Officer
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US$150,000
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Salary
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(1)
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US$90,000.00
as a base retainer for services as a director and Chairman of the Board, and US$75,000 as an annual additional services
retainer for expected additional duties and responsibilities, as and when requested
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Each
Remuneration Agreement contains the following terms, provisions and conditions, whether it be a consulting agreement or an employment
agreement:
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*
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An
indefinite term that lasts until the Remuneration Agreement is terminated as follows:
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**
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By
the Company, for events customarily designated as “good cause”
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**
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By
the Company, without “good cause,” provided that the Company pays to the related director or officer a lump sum
payment comprised essentially of all earned or accrued (but unpaid) remuneration to the date of termination, plus an
additional year of remuneration, including the annual remuneration amount and a bonus computed on the basis of the highest
declared bonus in the past three fiscal years
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**
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By
the related director or officer, for events customarily designated as “good reason”
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**
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By
the related director or officer, without “good reason” upon a minimum of 60-days advance written notice
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**
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Upon
the death of the related director or officer
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Moreover, if after a “change of control” of the Company,
the employment or engagement of the related director or officer is terminated within certain time periods thereafter either by
such director or officer, or by the Company without “good cause,” then such director or officer will be entitled to
a “termination fee” equal essentially to two additional years of remuneration, including the annual remuneration amount
and a bonus computed on the basis of the highest declared bonus in the past three fiscal years.
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*
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Each
Remuneration Agreement is effective retroactively to March 1, 2019. The Company began to accrue as of such date
the annual remuneration amount provided for in each Remuneration Agreement, although no director or officer who is a party
thereto has received any payment of any such amount and (until the related Remuneration Agreement was fully signed) was not
legally entitled to such amount.
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*
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The
related director or officer shall be (or may become) entitled to:
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**
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receive
a cash or equity discretionary bonus
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**
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participate
in all benefits plans provided to employees
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**
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participate
in any equity incentive plan that the Company has established or in the future establishes
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*
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Each
director or officer who is a party to a Remuneration Agreement shall be prohibited, for a period of six months after the termination
thereof, from soliciting or inducing any person employed by or under contract with the Company at the date of such termination
to terminate his, her or its employment or contractual relationship with the Company
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*
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Each
Remuneration Agreement for a U.S. citizen contains provisions requiring the Company to “make whole” any director
or officer who is a party thereto with respect to any “excise tax” resulting from any payment upon a “change
of control” of the Company that is deemed to be a “parachute payment” within the meaning of Section 280G
of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). Moreover, each Remuneration
Agreement for a U.S. citizen contains provisions relating to any payment of any compensation or benefit thereunder that would
be subject to additional taxes and interest under Section 409A of the Code.
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*
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Other
terms, provisions and conditions believed to be customary, such as those pertaining to expense reimbursement, return of company
property, confidentiality and developed inventions
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Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
The
information included in Item 1.01 of this Report is also incorporated by reference into this Item 5.02 of this Report to the extent
necessary.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Copies
of the Remuneration Agreements will be filed with the U.S. Securities and Exchange Commission when required by the rules and regulations
of this agency.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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DISCOVERY
ENERGY CORP.,
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(Registrant)
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Date:
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May
15, 2020
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By:
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/s/
William E. Begley, Jr.
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William
E. Begley, Jr.,
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President
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Discovery Energy (CE) (USOTC:DENR)
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