Attached files
| file | filename |
|---|---|
| EX-99.1 CHARTER - EXHIBIT 99.1 - PRESS RELEASE - Oilsands Quest Inc | exhibit99-1.htm |
| EX-10.1 - EXHIBIT 10.1 - TRANSITION AGREEMENT - Oilsands Quest Inc | exhibit10-1.htm |
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 15, 2010
Oilsands Quest
Inc.
(Exact
name of registrant as specified in its charter)
|
Colorado
|
001-32994
|
98-0461154
|
||
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
|
800,
326— 11th
Avenue SW
Calgary, Alberta,
Canada
|
T2R
0C5
|
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code (403) 263-1623
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):
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements for Certain Officers.
(b) Departure of Certain
Officers.
On January 15, 2010, Christopher H.
Hopkins resigned as President and Chief Executive Officer of Oilsands Quest Inc.
(the “Company”) to join Canshale Corp. (“Canshale”), a private company formed by
Mr. Hopkins. Mr. Hopkins will remain on the board of directors of the
Company and will continue to serve as the chair of the Environmental, Health and
Safety Committee and also as a member of the Governance Committee. T.
Murray Wilson, Executive Chairman of the Company, will assume the additional
roles of President and Chief Executive Officer. Information regarding
Mr. Wilson’s background, business experience and relationship with the Company
is included in the Company’s Annual Report on Form 10-K for the year ended April
30, 2009.
In addition, Dr. Erdal Yildirim,
Executive Vice President, Project Development, will retire from the Company on
February 1, 2010.
Departure of
Directors.
On January 15, 2010, W. Scott Thompson
and Thomas Milne both resigned from the board of directors of the Company for
personal reasons and not as a result of any disagreement with the Company
practices or policies.
A copy of the press release announcing
the departure of certain officers and directors of the Company is attached
hereto as Exhibit 99.1 and incorporated by reference herein.
(e) Compensatory Arrangements
for Certain Officers.
In connection with Mr. Hopkins’
transition to Canshale, the Company and Mr. Hopkins entered into a Transition
Agreement effective January 15, 2010. A copy of the Transition
Agreement is attached hereto as Exhibit 10.1 and incorporated by reference
herein. Pursuant to the Transition Agreement, Mr. Hopkins is entitled
to a lump sum payment in the amount of CDN$1,106,552.51 (US$1,064,709.43) less
applicable statutory deductions in accordance with the Executive Employment
Agreement between the Company and Christopher H. Hopkins, dated August 14, 2006,
which is filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed
with the U.S. Securities and Exchange Commission on August 17,
2006. In addition, in accordance with Mr. Hopkins’ Executive
Employment Agreement, any stock options in the Company and/or exchangeable
shares in Oilsands Quest Sask Inc., the Company’s wholly-owned subsidiary, will
continue to vest and be exercisable for so long as Mr. Hopkins remains a member
of the board of directors of the Company. In addition to his
fiduciary responsibilities as a director, Mr. Hopkins will continue to
be bound by the non-competition and non-solicitation provisions set forth
in his Executive Employment Agreement.
In connection with Mr. Yildirm’s
retirement, Mr. Yildirim is entitled to a lump sum payment in the amount of
CDN$631,011.03 (USD$636,042) less applicable statutory deductions in
accordance with the Executive Employment Agreement between the Company and Erdal
Yildirim, dated October 10, 2006, which is filed as Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange
Commission on October 12, 2006. In accordance with Mr. Yildirim’s
Executive Employment Agreement, all stock options held by Mr. Yildirim will vest
immediately and may be exercised in accordance with their terms. Mr.
Yildirim will continue to be bound by the non-competition and non-solicitation
provisions set forth in his Executive Employment Agreement.
Compensatory Arrangements
for Certain Directors.
In connection with the resignation of
W. Scott Thompson and Thomas Milne from the board of directors of the Company,
the Compensation Committee agreed that the stock options held by them that were
granted in 2007, 2008 and 2009 would vest immediately and be exerciseable for
their full five and ten year terms, as applicable. Mr. Thompson and
Mr. Milne will also each receive CDN $41,316 (USD $40,000) in lieu of fees that
they would have received had they continued to serve as directors for the
remainder of their terms.
Item 8.01. Other
Events.
On January 19, 2010, the Company
announced that it has reached an agreement to sell its oil shale assets located
near Pasquia Hills in Saskatchewan to Canshale for CDN $1,000,000 (USD $968,000)
in cash and 8,000,000 shares of Canshale. The transaction is
conditional on Canshale raising minimum capital. Following the
initial Canshale financing, the Company will retain an ownership interest in
Canshale of between 10% and 16%. An independent sub-committee of the
Company’s board of directors negotiated the sale of the oil shale assets as well
as the Transition Agreement with Mr. Hopkins. A copy of the press
release announcing the transaction is attached hereto as Exhibit 99.1 and
incorporated by reference herein.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits.
10.1 Transition
Agreement between the Company and Christopher H. Hopkins, dated January 15,
2010.
99.1 Press
Release issued January 19, 2010.
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.
Date:
January 22,
2010
Oilsands Quest
Inc.
(Registrant)
/s/ Garth Wong
Name: Garth
Wong
Title: Chief
Financial Officer