ZAZA ZaZa Energy Corporation (CE)

 

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): May 15, 2014

 

 

ZaZa Energy Corporation

(Exact name of registrant as specified in its charter)

 

 

 

 

(713) 595-1900

(Registrant’s telephone number, including area code)

 

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:

 

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(b) Departure of Certain Officers.

 

On May 20, 2014, ZaZa Energy Corporation (“ZaZa” or the “Company”) (NASDAQ:ZAZA) announced that Ian H. Fay will resign as the Chief Financial Officer of the Company effective as of May 19, 2014.  The board of directors of the Company (the “Board”) has appointed Paul F. Jansen, currently serving as the Chief Accounting Officer of the Company, as the Company’s Chief Financial Officer.  In addition to his new role as Chief Financial Officer, Mr. Jansen will continue to serve as the Company’s Chief Accounting Officer.  The Board has not yet determined whether there will be any changes to Mr. Jansen’s compensatory arrangement.

 

Mr. Jansen, age 35, joined the Company on March 27, 2013 and has served as the Company’s Chief Accounting Officer since April 2, 2013.  As the Chief Accounting Officer of the Company, Mr. Jansen is responsible for providing leadership to the accounting and financial reporting functions, and for driving process improvements. Prior to joining the Company, Mr. Jansen served as Controller and Chief Accounting Officer for Crimson Exploration Inc. between January 2012 and March 2013. Mr. Jansen was with PricewaterhouseCoopers LLP serving clients in the oil and gas industry in the United States and Europe from 2002 to 2012, most recently as a Senior Manager.

 

Mr. Jansen is a contributing editor to the 7th Edition of the “Petroleum Accounting: Principles, Procedures & Issues” text book and co-publisher of “A note on transition stock return behavior” (Applied Economics Letters 2004).

 

Mr. Jansen received a Master of Science degree in Economics from Maastricht University in Maastricht, the Netherlands, and is a Certified Public Accountant in the State of Texas and the equivalent of a Certified Public Accountant in the Netherlands.

 

Item 5.02(e) Compensatory Arrangement of Certain Officers.

 

In connection with Mr. Fay’s resignation, the Company and Mr. Fay entered into a consulting and separation agreement (the “Consulting Agreement”).  Pursuant to the Consulting Agreement, Mr. Fay will provide consulting services to the Company for a 12-month period primarily concerning strategy.  In addition to the benefits provided upon a termination without cause pursuant to Mr. Fay’s employment agreement with the Company dated as of September 11, 2012 (the “Employment Agreement”), Mr. Fay will receive the reimbursement of certain reasonable business and travel expenses.  In place of any long-term incentive award or benefits to which he may be entitled pursuant to the Employment Agreement, Mr. Fay shall receive a grant of 169,596 shares of common stock, vesting upon the expiration of the Consulting Agreement. Under the terms of the Employment Agreement, his earlier stock grants have now vested. In lieu and in satisfaction of the first twelve months of severance salary to which he is entitled to pursuant to the Employment Agreement, Mr. Fay will receive a monthly consulting fee of $37,500. Additionally, Mr. Fay’s employment under the Employment Agreement as Chief Financial Officer was terminated effective May 19, 2014.

 

Item 7.01 Regulation FD Disclosure.

 

On May 20, 2014, the Company issued a press release announcing the resignation of Mr. Fay and its entering into the Consulting Agreement.  A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit No.		Description
99.1*		Press Release dated May 20, 2014.

 

*   Furnished herewith

 

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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.

 

Dated: May 21, 2014

 

ZaZa Energy Corporation
By:	/s/ Todd A. Brooks
	Todd A. Brooks President and Chief Executive Officer

 

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1*		Press Release dated May 20, 2014.

 

*   Furnished herewith

 

4

Exhibit 99.1

 

		1301 MCKINNEY STREET SUITE 2800 HOUSTON, TX 77010
NEWS RELEASE

 

ZAZA ENERGY CORPORATION NAMES CHIEF ACCOUNTING OFFICER PAUL F. JANSEN AS CHIEF FINANCIAL OFFICER

 

Company Increases Efficiency by Consolidating Positions of CAO and CFO

 

Former CFO Ian H. Fay Assumes Role of Outside Strategic Advisor

 

HOUSTON, TX (May 20, 2014) ZaZa Energy Corporation (“ZaZa” or the “Company”) (NASDAQ: ZAZA) today announced that Paul F. Jansen, currently the Company’s Chief Accounting Officer (CAO), also will assume the position of Chief Financial Officer (CFO) effective May 19, 2014.

 

ZaZa’s President and CEO, Todd A. Brooks commented, “Over the course of the last year, the Company has been working to streamline its operations and further reduce overhead. The consolidation of the CAO and CFO offices will increase ZaZa’s efficiency as we grow our production base.”

 

Prior to joining the Company in March 2013, Mr. Jansen was Controller and CAO for Crimson Exploration Inc., a Texas based public oil and gas company, which merged with Contango Oil & Gas Company last year. Previously, he worked for PricewaterhouseCoopers LLP, serving public and private clients in the oil and gas industry.

 

Mr. Brooks continued, “Paul Jansen is a talented financial professional who has demonstrated tremendous capability as our CAO.  His experience at the Company makes him uniquely qualified to hold the consolidated position and ensures a seamless transition as we move forward.”

 

Mr. Jansen replaces Mr. Ian H. Fay, whose focus was on streamlining the Company and restructuring the balance sheet in preparation for further development of its acreage. Mr. Fay will continue to serve as an outside strategic advisor to ZaZa, the role he played for ZaZa and other companies prior to assuming the position of CFO.

 

Mr. Brooks stated, “It has been my pleasure to work closely with Ian over the past two years, and I am thankful for all of his hard work and dedication.  I look forward to continuing to work with him in his role as strategic advisor.”

 

About ZaZa Energy Corporation

 

Headquartered in Houston, Texas, ZaZa Energy Corporation is an independent oil and gas company focused on the exploration and production of unconventional oil and gas assets.  We currently operate primarily through joint ventures in the Eaglebine trend in East Texas and the Eagle Ford trend in South Texas.  More information about the Company may be found at www.zazaenergy.com.

 

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact are forward-looking statements.  The Company’s forward looking statements are typically preceded by, followed by or include words such as “will,” “may,” “could,” “would,” “should,” “likely,” “believe,” “expect,” “anticipate,” “plan,” “estimate,” “target,” “goal,” “project,” “plan,” “intend” and similar words or expressions.  The Company’s forward-looking statements are not guarantees of future performance and are only predictions and statements of the Company’s beliefs based on assumptions that may prove to be inaccurate.  Forward-looking statements involve known, unknown or currently unforeseen risks and uncertainties that may be outside of the Company’s control and may cause the Company’s actual results and future developments to differ materially from

 

713-595-1900 (OFFICE)   ·   713-595-1919 (FAX)   ·   WWW.ZAZAENERGY.COM

 

 

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those projected in, and contemplated by, such forward-looking statements.  Risks, uncertainties and other factors that could cause the Company’s actual results to materially differ from the expectations reflected in the Company’s forward-looking statements include, without limitation, the terms and timing of Mr. Fay’s consulting arrangement, as well as whether that documentation is finalized.  Any forward-looking statements made by the Company in this release and in other written and oral statements are based only on information currently available to the Company and speak only as of the date on which they are made.  The Company undertakes no obligation to update or revise any of its forward-looking statements, whether as a result of new information, future developments or otherwise.

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JMR Worldwide

Jay Morakis, Partner

+1 212-266-0191

jmorakis@jmrww.com