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EX-31.2 - EXHIBIT 31.2 - AMERICAN OIL & GAS INC | c00003exv31w2.htm |
EX-31.1 - EXHIBIT 31.1 - AMERICAN OIL & GAS INC | c00003exv31w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 2
þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended December 31, 2009
OR
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
COMMISSION FILE NUMBER 001-31900
AMERICAN OIL & GAS INC.
(Exact name of registrant as specified in its charter)
Nevada | 88-0451554 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification Number) |
1050 17th Street, Suite 2400 Denver, Colorado 80265
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (303) 991-0173
Securities registered pursuant to Section 12(b) of the Act:
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (303) 991-0173
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class: | Name of Each Exchange on Which Registered: | |
Common Stock, $.001 par value per share | NYSE Amex (formerly the American Stock Exchange) |
Securities
registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act.
o Yes þ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act. o Yes þ No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. þ Yes o No
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files). Yes o No o [Files
not required]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act). o Yes þ No
The aggregate market value of the registrants common stock held by non-affiliates of the
registrant on June 30, 2009 was $31,658,346.
The number of shares of registrants common stock outstanding as of April 27, 2010 was 60,706,856
shares.
DOCUMENTS INCORPORATED BY REFERENCE: None
Table of Contents
EXPLANATORY NOTE
American Oil & Gas, Inc. (the Company, we, us or our) is filing this Amendment No. 2 on
Form 10-K/A (this Amendment) to amend its Annual Report on Form 10-K for the year ended December
31, 2009, filed with the Securities and Exchange Commission (the SEC) on March 15, 2010 (the
Original 10-K).
This Amendment is being filed to amend the Original 10-K to include the information required by
Items 10 through 14 of Part III of Form 10-K. In addition, on the cover page, (i) the reference in
the Original 10-K to the incorporation by reference of the definitive Proxy Statement for the
Companys 2010 Annual Meeting has been deleted and (ii) the information with respect to the number
of outstanding shares of common stock has been updated. The Company is also updating its list of
exhibits in Item 15 of this report to include the certifications specified in Rule 13a-14(a) under
the Securities Exchange Act of 1934 required to be filed with this Amendment.
Except for the addition of the Part III information, the updates to the cover page and the filing
of related certifications, no other changes have been made to the Original 10-K. This Amendment
does not reflect events occurring after the filing of the Original 10-K or modify or update those
disclosures affected by subsequent events.
AMERICAN OIL & GAS INC.
FORM 10-K/A
TABLE OF CONTENTS
FORM 10-K/A
TABLE OF CONTENTS
2 | ||||||||
5 | ||||||||
13 | ||||||||
15 | ||||||||
16 | ||||||||
17 | ||||||||
Exhibit 31.1 | ||||||||
Exhibit 31.2 |
As used in this document, American, Company, we, us and our refer to American Oil &
Gas Inc. and its subsidiary.
1
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PART III
Item 10: | Directors, Executive Officers and Corporate Governance |
Board of Directors
The following table sets forth each of the Companys directors name, age, and positions and
offices with the Company. The expiration of each of their current terms as directors of the
Company expires at the next annual meeting of the Companys stockholders.
Name | Age | Position | ||||
Patrick D. OBrien
|
61 | Chief Executive Officer and Chairman of the Board of Directors | ||||
Andrew P. Calerich
|
45 | President and Director | ||||
Jon R. Whitney
|
66 | Director | ||||
C. Scott Hobbs
|
56 | Director | ||||
Nick DeMare
|
55 | Director |
Patrick D. OBrien has served as our CEO and as a director of the Company since February 19, 2003.
Mr. OBrien served as our President from February 19, 2003 until July 16, 2003. Mr. OBrien was
chief executive officer, president, co-founder and a director of Tower Colombia Corporation, which
we acquired in April 2005 by merger. Prior to co-founding Tower Colombia Corporation in 1995, Mr.
OBrien co-founded Tower Energy in 1984 and co-founded Tower Drilling Company in 1980. Mr. OBrien
began his career in the oil and gas industry with the Dowell Division of Dow Chemical Company where
he engineered and supervised all phases of well stimulation and cementing. He joined the Colorado
Interstate Gas Company in 1974 where he was responsible for the design, acquisition and development
of company-owned gas storage fields. In 1980, Mr. OBrien joined Montana Power Company as Senior
Petroleum Engineer with the responsibility for design, long-range planning and performance
economics for its exploration and development programs. Mr. OBrien has over 30 years oil and gas
experience. Mr. OBrien received his B.S. in Petroleum Engineering from the Montana College of
Mineral and Science and Technology.
Andrew P. Calerich has served as our President since July 17, 2003, and as a director since October
30, 2003. He also served as our Chief Financial Officer from July 17, 2003 to June 30, 2006. Mr.
Calerich has over 20 years of public company oil and gas finance experience in a variety of
capacities for various companies. From August 2006 through September 2007, he concurrently served
as a Director with one unaffiliated public company, Falcon Oil & Gas, Ltd (TSXV) in 2006 and
through September 18, 2007. Prior to July 2003, he served as Vice President and Chief Financial
Officer for Denver Colorado based PYR Energy Corporation. From 1993 to 1997, he was a business
consultant specializing in accounting and finance for public and private oil and gas producers in
Denver. From 1990 to 1993, Mr. Calerich was employed as corporate Controller at Tipperary
Corporation, a public oil and gas exploration and production company. He began his professional
career in public accounting with an international accounting firm. Mr. Calerich earned B.S.
degrees in both Accounting and Business Administration at Regis University in Denver.
Jon R. Whitney has served as a director since February 2005. Mr. Whitney began his employment with
Colorado Interstate Gas Company, a natural gas transmission company, on October 1, 1968 as an
accountant and in 1970 was promoted to accounting supervisor. Mr. Whitney joined the regulatory
area in 1971 and in 1973 was promoted to Vice President, Regulatory Affairs and Controller. He was
subsequently promoted to Senior Vice President and then Executive Vice President, with the
additional responsibilities of Administration, Marketing, Engineering and Operations. In 1990, he
was promoted to President and Chief Executive Officer and ultimately held various officer positions
with 15 different companies within the corporate family. He also has held committee positions with
the Interstate Natural Gas Association of America and the American Gas Association and has held
directorships with several outside companies and community organizations. He was a Director on the
board of Denver-based Patina Oil & Gas prior to its merger into Noble Energy in 2005. Since May
2006, he has been a Director on the board of Storm Cat Energy Corporation, an oil and gas
exploration and production company which filed for Chapter 11
bankruptcy in November 2008. Prior to his employment with Colorado Interstate Gas Company, he was a
Certified Public Accountant in private practice. Mr. Whitney is currently a member of Peak Energy
Ventures, a natural gas consulting company.
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Table of Contents
C. Scott Hobbs has served as a director since July 2008. Mr. Hobbs has been in the energy industry
for over 30 years and is presently the managing member of his consulting firm, Energy Capital
Advisors, LLC. Over the last nine years, Mr. Hobbs has provided consulting and advisory services
to state government, investment bankers, private equity firms, and other investors evaluating major
projects, acquisitions, and divestitures principally involving oil and gas pipelines, processing
plants, power plants, and gas distribution assets. He presently serves as a director of Buckeye
Partners, L.P. and CVR Energy, Inc., both public reporting companies. Mr. Hobbs has previously
served as Executive Chairman of Optigas, Inc., President and Chief Operating Officer of Evergreen
Energy and Executive Vice President and Chief Operating Officer for Coastal Corporations gas
pipelines and related operations in the Rocky Mountain region. Prior to joining the Coastal
Corporation, Mr. Hobbs worked for Price Waterhouse and Co. in New Orleans, LA. He received a
Bachelor of Science degree in Accounting from Louisiana State University and holds a CPA license in
inactive status.
Nick DeMare has served as a director, designated audit committee financial expert and as Chairman
of the Audit Committee since October 30, 2003. Mr. DeMare holds a Bachelor of Commerce degree from
the University of British Columbia and is a member in good standing of the Institute of Chartered
Accountants of British Columbia. Since May 1991, Mr. DeMare has been the President of Chase
Management Ltd., a private company which provides a broad range of administrative, management and
financial services to private and public companies engaged in mineral exploration and development,
gold and silver production, oil and gas exploration and production and venture capital. Mr. DeMare
indirectly owns 100% of Chase. During the past five years, Mr. DeMare served as an officer and
director of the following other public reporting companies:
Exchange | Term of Office | |||||||
Names of Reporting Issuer | or Market | Positions Held | From | To | ||||
Aguila American Resources Ltd. |
TSXV | Director | 01/2003 | Present | ||||
CFO | 01/2003 | Present | ||||||
Andean American Mining Corp. |
TSXV | Director | 08/2002 | Present | ||||
Secretary | 12/1995 | 08/2005 | ||||||
Astral Mining Corporation |
TSXV | Director | 02/2004 | Present | ||||
Ausex Capital Corp. |
TSXV | Director | 08/2007 | 11/2009 | ||||
Blue Sky Uranium Corp. |
TSXV | Director | 05/2006 | 06/2007 | ||||
Cliffmont Resources Ltd. |
TSXV | Director | 12/2006 | Present | ||||
CFO | ||||||||
Ecometals Limited |
TSXV | Director | 09/2000 | 12/2007 | ||||
Secretary | 09/2000 | 12/2007 | ||||||
Enterprise Oilfield Group, Inc. |
TSXV | Director | 04/2007 | Present | ||||
GGL Resources Corp. |
TSXV | Director | 05/1989 | Present | ||||
CFO | 05/2004 | Present | ||||||
Gold Point Energy Corp. |
TSXV | Director | 08/2003 | 04/2008 | ||||
CFO | 06/2005 | 04/2008 | ||||||
President | 08/2003 | 04/2005 | ||||||
Golden Peaks Resources Ltd. |
TSX | Director | 01/1992 | Present | ||||
Halo Resources Ltd. |
TSXV | Director | 01/1996 | Present | ||||
CFO | 02/2005 | Present | ||||||
Chairman | 02/2005 | 03/2007 | ||||||
Hansa Resources Ltd. |
TSXV | Director | 08/2008 | Present | ||||
CFO & Secretary | 03/2009 | Present | ||||||
Kola Mining Corp. |
TSXV | Director | 10/2002 | Present | ||||
Secretary | 01/2009 | Present | ||||||
CFO | 09/2005 | 03/2010 | ||||||
Lara Exploration Ltd. |
TSXV | Director | 03/2004 | 03/2006 | ||||
Lariat Energy Ltd. |
TSXV | Director | 04/2003 | Present | ||||
Lumex Capital Corp. |
TSXV | Director | 01/2007 | 11/2009 | ||||
President, CEO & CFO | 01/2007 | 11/2009 | ||||||
Secretary | 03/2007 | 02/2008 | ||||||
Mawson Resources Limited |
TSX | Director | 03/2004 | Present | ||||
CFO | 12/2007 | Present | ||||||
Mirasol Resources Limited |
TSXV | Director | 02/2005 | Present | ||||
Rochester Resources Ltd. |
TSXV | Director | 06/2007 | Present | ||||
Chairman | 06/2007 | Present | ||||||
Director | 10/1989 | 11/2005 | ||||||
President & CEO | 07/2003 | 06/2005 | ||||||
Salazar Resources Limited |
TSXV | Director | 06/1988 | Present | ||||
Secretary | 03/2007 | Present | ||||||
Sinchao Metals Corp. |
TSXV | Director | 01/2007 | Present | ||||
Tasman Metals |
Director | 11/2009 | Present | |||||
CFO | 11/2009 | Present | ||||||
Tinka Resources Limited |
TSXV | Director | 10/2002 | Present | ||||
Tumi Resources Limited |
TSXV | Director | 01/2000 | Present | ||||
Valor Ventures Ltd. |
NEX | CFO | 03/2007 | 01/2010 |
3
Table of Contents
Executive Officers:
Joseph B. Feiten, 58, has served as Chief Financial Officer, principal financial officer and
principal accounting officer since June 29, 2006. A Certified Public Accountant for the past 36
years, Mr. Feiten served as Chief Financial Officer for publicly traded Tipperary Corporation from
June 2002 until its acquisition by Santos, Ltd in October 2005, for $466 million. Tipperary was a
Denver-based independent oil and natural gas exploration, development and production company. For
the four months immediately following the acquisition, Mr. Feiten was employed by Santos USA, as
Vice-President of Accounting for Tipperary Corporation to assist in the transition of Tipperary
operations to subsidiaries of Santos, Ltd. From March 2006 through June 28, 2006, Mr. Feiten was
taking time off for family and church activities. He also provided accounting consulting services
to American from April 24, 2006 through May 11, 2006. From June 1974 through May 2000, Mr. Feiten
was a CPA with PricewaterhouseCoopers, serving 18 of his last 20 years there as a national or
global director in its energy and mining program. Mr. Feiten holds a BSBA in accounting and an MBA
from the University of Denver. He co-authored the 4th (1996) and 5th (2000)
editions of Petroleum Accounting Principles, Procedures, & Issues, the worlds leading reference
book on U.S. financial accounting rules for the exploration, development and production of oil and
natural gas.
Peter T. Loeffler, 56, has served as Vice President of Exploration and Development since June 15,
2007. From 2001 to June 2007, Mr. Loeffler had worked for Encana Oil and Gas, Inc., and was lead
member of the Southern Rocky Mountain Exploration Team. Among his many accomplishments while with
Encana, his team designed a 1,200 well development program in the Piceance Basin of Colorado, and
he supervised the growth of the annual program budget from $4 million to $320 million over a
four-year period. Mr. Loeffler has over 30 years of oil and gas experience, and holds a B.A. in
Geology from the University of Minnesota and an M.S. in Geology from the University of North
Dakota. He began his professional career in 1977 with Kerr McGee Corporation in Casper, WY and has
worked for Exxon Company USA and El Paso/Coastal Corporation.
Don E. Schroeder, 59, has served as Vice President of Land since February 12, 2007. Mr. Schroeder
began his career in 1978 as a petroleum land man with Amoco Production Company, and later worked in
various land management and executive positions in the oil and gas industry. Since September 2005
through February 1, 2007, he was the managing member of Eagle Pass Properties, Inc. assembling and
marketing exploration projects in the Rockies. From October 2004 to September 2005, he was land
manager for Black Hills Exploration and Production, Inc. He served as the team leader for Northern
Rockies Land of EnCana Oil & Gas (USA), Inc. from August 2002 to October 2004. Mr. Schroeders
primary focus has been in the Rocky Mountains, but he also has experience in Texas, Oklahoma and
Canada. Mr. Schroeder holds a B.B.A. degree in petroleum land management from the University of
Texas at Austin and an MBA (with honors) from the University of Denver.
Bob Solomon, 56, has served since April 21, 2005 as our Vice President responsible for oil and gas
economic and financial evaluations. Mr. Solomon was previously co-founder and Vice-President of
Tower Colombia Corporation and became Vice-President of the Company in April 2005. Prior to
co-founding Tower Colombia Corporation in 1995, he was co-founder of Tower Energy in 1984 and
principal of Tower Drilling Company. Prior to 1984, Mr. Solomon worked at Sonat, Inc. in the areas
of strategic planning, acquisitions analysis and corporate development
for Sonats interstate gas pipeline and exploration subsidiaries. He also was employed in various
engineering, supervisory and financial capacities for Homestake Mining Company, Colorado Interstate
Gas Company, Ethyl Corporation and Atlanta Gas-Light Company. Mr. Solomon has a B.S. degree in
Industrial Engineering from the Georgia Institute of Technology (Georgia Tech), and an MBA degree
from Stanford University. Mr. Solomon has over 30 years of petroleum industry experience.
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Table of Contents
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities and Exchange Act of 1934 requires the Companys officers and
directors, and persons who own more than 10% of a registered class of its equity securities, to
file initial reports of ownership and reports of changes in ownership with the SEC. During 2009,
based solely on the Companys review of these reports, it believes that the Companys Section 16(a)
reports were filed timely by its executive officers and directors, other than (i) one Form 4 filed
by Mr. Hobbs on April 20, 2009 reporting a transaction on April 14, 2009, (ii) one Form 4 filed by
Mr. Calerich on December 28, 2009 reporting a transaction on December 23, 2009, (iii) one Form 4
filed by Mr. Feiten on December 28, 2009 reporting a transaction on December 23, 2009 and (iv) one
Form 4 filed by Mr. Solomon on December 28, 2009 reporting a transaction on December 23, 2009.
These reports were not filed timely due to an inadvertent administrative error by the Company.
Codes of Business Conduct and Ethics
The Company has adopted a Code of Business Conduct and Ethics, which applies to all its employees,
including its chief executive officer and chief financial officer. The Company has also adopted an
additional Code of Ethics for its Chief Executive Officer, President, Chief Financial Officer and
Controller with regards to ethical practices, particularly in regards to filings with the SEC and
public disclosures. Copies of both of these codes are available at our website www.americanog.com.
Audit Committee
The audit committee of the Company reviews the adequacy of systems and procedures for preparing the
financial statements and the suitability of internal financial controls. The audit committee also
reviews and approves the scope and performance of the Companys independent registered public
accounting firm. In 2009, the audit committee consisted of Nick DeMare, Jon Whitney, and C. Scott
Hobbs, with Mr. DeMare being appointed the Chairman of the committee. During 2009, the audit
committee met five times. A copy of the audit committees charter can be found on our website at
http://www.americanog.com. The audit committee reviews and assesses the adequacy of the audit
committee charter annually. All of the current committee members are audit committee financial
experts as that term is used in SEC rules requiring that at least one member of the audit
committee be an audit committee financial expert.
Item 11: | Executive Compensation |
Compensation Discussion and Analysis
The following discussion and analysis of compensation arrangements of our named executive officers
for 2009 should be read together with the compensation tables and related disclosures set forth
below. This discussion contains forward looking statements that are based on our current plans,
considerations, expectations and determinations regarding future compensation programs. Actual
compensation programs that we adopt may differ materially from currently planned programs as
summarized in this discussion.
5
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Compensation Philosophy
Our overall compensation philosophy is to provide a compensation package that enables us to
attract, retain and motivate named executive officers (NEOs) to achieve our short-term and
long-term business goals. Consistent with this philosophy, the following objectives provide a
framework for our NEO compensation program:
| Pay competitively to attract, retain and motivate NEOs; |
||
| Relate total compensation for each NEO to overall company performance as well as
individual performance; |
||
| Aggregate the elements of total compensation to reflect competitive market
requirements and to address strategic business needs; |
||
| Expose a portion of each NEOs compensation to risk, the degree of which will
positively correlate to the level of the NEOs responsibility and performance; and |
||
| Align the interests of our NEOs with those of our stockholders. |
Executive Compensation Program Overview
The executive compensation package available to our named executive officers is comprised of:
| base salary; |
||
| cash bonuses at the discretion of our board of directors; |
||
| long-term equity incentive compensation, historically in the form of stock awards
and stock option awards; and |
||
| other welfare and health benefits. |
All elements of our compensation are valued and compared, although for 2009 we did not establish
specific company and individual target performance goals in determining the compensation for our
executives.
In reviewing our officers compensation levels, our Compensation Committee considered
management-prepared tables of what our publicly traded peers pay to their officers, as disclosed in
recent SEC filings by our peers. Our peers for compensation analysis typically are US-based
companies whose primary business is exploration and production of oil and natural gas and whose
size or market capitalization is similar to ours. For the Committees annual officer compensation
reviews in January 2009, the peer group consisted of seventeen companies: Abraxas Petroleum
(AXAS), Approach Resources (AREX), Aurora Oil & Gas (AOGS), Brigham Exploration (BEXP), Cano
Petroleum (CFW), Double Eagle Petroleum (DBLE), Energy Partners Ltd. (EPL), Gasco (GSX), GeoMet
(GMET), GeoResources (GEOI), Kodiak Oil & Gas (KOG), NGAS Resources (NGAS), Quest Resource (QRCP),
RAM Energy (RAME), REX Energy (REXX), Teton Energy (TEC), and TXCO Resources (TXCOQ.PK).
Our CEOs $95,000 salary in 2008 was lower than any of the January 2009 peer groups CEO annual
salaries, which averaged $332,556. On January 14, 2009, our Board of Directors increased the CEOs
annual salary to $142,500 and awarded him a $50,000 cash bonus. As the largest individual
shareholder in the Company, our CEO Pat OBrien continues to have substantial motivation and
potential reward beyond his direct CEO compensation to do his best as CEO and Chairman of the Board
in enhancing shareholder value. In 2009, as in previous years, Mr. OBrien requested that
his salary be maintained at a level substantially below that of the average of the CEOs of our
peer group. Our Compensation Committee believed that his salary and bonus should better reflect
the quality of his work and increased his salary and awarded him a bonus in both 2009 and 2010.
On January 14, 2009, our Board of Directors similarly increased the annual salary of Mr. Solomon
and Mr. Tholstrom from $95,000 to $142,500 and awarded them each a $50,000 cash bonus. They each
own more than two million shares of our stock and continue to have substantial motivation and
potential reward beyond their direct compensation to see that shareholder value is enhanced. The
base salaries of the other three NEOs were increased to approximately the average compensation of
their counterparts in the January 2009 peer group. The three officers also each received a $50,000
bonus. The median of those counterparts reported bonuses
approximated $45,000. However, as with our CEO, our Compensation
Committee believed it appropriate to increase their compensation.
6
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Base Salary
Base salary is designed to provide competitive levels of base compensation to our executives and be
reflective of their experience, duties and scope of responsibilities. We pay competitive base
salaries required to recruit and retain executives of the quality that we must employ for the
success of our Company. The Companys compensation committee, which is comprised of all
non-employee directors, determines the appropriate level and timing of increases in base
compensation for the NEOs.
In making determinations of salary levels for the named executives, the compensation committee
considers the entire compensation package for executive officers, including the equity compensation
provided under long-term compensation plans. The Company intends for the salary levels to be
consistent with competitive practices of comparable institutions and each executives level of
responsibility. The compensation committee determines the level of any salary increase after
reviewing:
| the qualifications, experience and performance of the particular executive officer; |
||
| the compensation paid to persons having similar duties and responsibilities in other
competitive institutions; and |
| the nature of the Companys business, the complexity of its activities and the
importance of the executives experiences to the success of the business. |
The compensation committee reviews a survey of compensation paid to executive officers performing
similar duties for oil and natural gas companies. The compensation committee reviews and adjusts
the base salaries of the Companys executive officers when deemed appropriate.
Cash Bonuses
Cash bonus awards are an important periodic tool in rewarding the senior management teams
performance and individual employee performance that are aligned with the objective of increasing
stockholder value. Cash bonuses also help, in addition to other parts of an overall compensation
package, to attract and retain executive officers. On a periodic basis, cash bonuses may be
awarded to executive officers based on a subjective evaluation of the performance of the Company
and such individual. Cash bonuses are discretionary and not awarded pursuant to a formal plan or
an agreement with any executive officer.
Equity Awards
Equity awards for our executives are granted from our 2004 Stock Option Plan (the 2004 Plan) and
our Amended and Restated 2006 Stock Incentive Plan (the 2006 Plan, and together with the 2004
Plan, the Plans). The compensation committee grants awards under the Plans in order to align the
interests of the named executive officers with our stockholders, and to motivate and reward the
named executive officers to increase the stockholder value of the Company over the long term.
At December 31, 2009, the Company had eligible for issuance 2,690 shares of our common stock under
the 2004 Plan and 1,721,900 shares of our common stock under the 2006 Plan, as awards to employees,
officers, and directors of the Company and its related companies, as well as to other persons who
provide services to the Company. The Plans provide for the grant of all equity awards to officers
and directors. Grants under the 2006 Plan may include, but are not limited to, awards of stock
options, restricted stock awards and restricted stock unit awards.
Executive management and the compensation committee believe that stock ownership is a significant
incentive in aligning the interests of employees and stockholders, building stockholder value and
retaining the Companys key employees.
401(k) Program and Health Benefits
All full-time employees, including our named executive officers, may participate in our 401(k) Plan
and our health and welfare benefit programs, including medical and dental coverage for employees
and their families. Under our 401(k) program, the Company will match the employees contribution,
up to 5% of the employees base salary and any cash bonuses received in the calendar year.
7
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Employment Agreements
In order to retain the Companys senior executive officers, the compensation committee and the
board of directors of the Company determined it was in the best interests of the Company to enter
into employment agreements with certain officers. The employment contracts are referenced as
exhibits to our Report on Form 10-K. We entered into these agreements to ensure that the
executives perform their respective roles for an extended period of time. In
addition, we also considered the critical nature of each of these positions and our need to retain
these executives when we committed to the agreements.
In July 2003, we entered into an employment agreement with Andrew Calerich, who was then our
President and Chief Financial Officer. The three-year employment agreement called for a base
salary of $8,000 per month, family health and medical benefits and payment of 500,000 shares of
common stock upon continued employment as follows: 250,000 shares vesting on July 1, 2004 and
250,000 shares vesting on July 1, 2005. As part of the employment agreement, only that portion of
the shares of common stock that had a market value equal to the income tax liability realized upon
the vesting of the shares may have been sold prior to July 1, 2005. Effective April 21, 2005, a
new five-year employment agreement was entered into and as a part of the new agreement, 125,000 of
the 250,000 shares scheduled to vest on July 1, 2005 vested on May 1, 2005. The new agreement
provided for a base annual salary of $95,000, and we granted options to purchase 500,000 shares of
our common stock to Mr. Calerich at an exercise price of $3.66 per share, which was the closing
price of our common stock on the date of grant. One-sixth of the options vested on each of April
21st of 2005, 2006, 2007, 2008, 2009, and 2010. On April 6, 2010, the first annual installment of
these options that vested on April 21, 2005 was extended to expire and terminate on the second
anniversary of the original expiration date or April 21, 2012. The remaining annual installments of
the option will expire and terminate on the fifth anniversary of the date it first became
exercisable. Effective May 1, 2007, Mr. Calerichs annual salary was increased to $180,000. In
2008, Mr. Calerich was granted a bonus of $30,000. Effective January 16, 2009, Mr. Calerichs
annual salary was increased to $207,000, and he was granted a bonus of $50,000. Effective January
1, 2010, Mr. Calerichs annual salary was increased to $257,000, and on January 26, 2010, the Board
of Directors granted him a bonus of $50,000.
Effective April 21, 2005, we entered into an employment agreement with Patrick OBrien, our Chief
Executive Officer. The five-year agreement provided for base salary of $95,000 per year and family
health and medical benefits. Effective January 16, 2009, Mr. OBriens salary was increased to
$142,500 and he was granted a bonus of $50,000. Effective January 1, 2010, Mr. OBriens salary
was increased to $200,000 and on January 26, 2010, the Board of Directors granted him a bonus of
$50,000.
Effective June 29, 2006, we entered into an employment agreement with Joseph Feiten, our Chief
Financial Officer. The five year agreement provided for a base salary of $144,000 per year,
subject to salary increases and performance-based bonuses at the discretion of our board of
directors. Effective May 1, 2007, Mr. Feitens annual salary was increased to $170,000. In 2008,
Mr. Feiten was granted a bonus of $30,000. In November 2008, the board of directors granted Mr.
Feiten and other employees who were not directors option exchanges, whereby Mr. Feiten exchanged
stock options granted in June 2006 (250,000 shares at an exercise price of $4.95per share) and
April 2008 (90,000 shares at an exercise price of $3.37 per share) for new stock options for
340,000 shares at an exercise price of $2.00, vesting one-fifth on November 5, 2009, 2010, 2011,
2012 and 2013 or upon a change in control. Effective January 16, 2009, Mr. Feitens annual salary
was increased to $205,700 and he received a $50,000 bonus. Effective January 1, 2010, Mr. Feitens
salary was increased to $216,000. He was granted a bonus of $50,000 on January 26, 2010 and a
bonus of $22,000 on April 26, 2010. He also was granted on April 26, 2010 14,000 shares of
restricted common stock vesting on April 26, 2013 or upon a change in control.
Effective June 15, 2007, we entered into an employment agreement with Mr. Peter Loeffler, our
Vice President of Exploration and Development for a five-year term with an annual salary of
$165,000, subject to salary increases and performance-based bonuses at the discretion of our board
of directors. We also made a grant to Mr. Loeffler of 100,000 shares of our common stock, which
was subject to a five-year vesting provision for all 100,000 shares. In November 2008, the board
of directors granted Mr. Loeffler and other employees who were not directors option exchanges,
whereby Mr. Loeffler exchanged stock options granted in June 2007 (150,000 shares at an exercise
price of $5.84 per share) and April 2008 (60,000 shares at an exercise price of $3.37 per share)
for new stock options for 210,000 shares at an exercise price of $2.00, vesting one-fifth on
November 5, 2009, 2010, 2011, 2012 and 2013 or upon a change in control. Mr. Loeffler retained an
option granted in April 2008 and vested on April 17, 2009 to acquire 30,000 shares at an exercise
price of $3.37 per share. Effective January 16, 2009, Mr. Loefflers annual salary was increased
to $204,600 and he received a $50,000 bonus. Effective January 1, 2010, Mr. Loefflers salary was
increased to $215,000. He was granted a bonus of $50,000 on January 26, 2010 and a bonus of
$22,000 on April 26, 2010. He also was granted on April 26, 2010 14,000 shares of restricted
common stock vesting on April 26, 2013 or upon a change in control.
8
Table of Contents
Effective April 21, 2005, we entered into an employment agreement with Bob Solomon, our Vice
President of Economics and Financial Evaluation. The five-year agreement provided for base salary
of $95,000 per year and family health and medical benefits. Effective January 16, 2009, Mr.
Solomons salary was increased to $142,500, and he was granted a bonus of $50,000. Effective
January 1, 2010, Mr. Solomons salary was increased to $200,000 and on January 26, 2010, the Board
of Directors granted him a bonus of $50,000.
Our employment agreements with Andrew Calerich, Patrick OBrien and Bob Solomon expired on April
21, 2010. We are reviewing the new employment agreements with those officers and with Don Schroeder,
who does not currently have an employment agreement, and we expect to
enter into employment agreements with them.
Summary Compensation Table
The following table sets forth in summary form the compensation earned during the years ended
December 31, 2009, 2008 and 2007 by our Chief Executive Officer (who is our principal executive
officer), our Chief Financial Officer (who is our principal financial and accounting officer) and
up to three additional most highly compensated executive officers, each of whom had total
compensation (as defined by the SEC) exceeding $100,000 in 2009. The five executive officers named
in the following table are referred to collectively as the Named Executive Officers, or NEOs.
Pursuant to SEC rules, the table is also to include the compensation for up to two highly
compensated employees who would have been one of the three additional NEOs except for not being an
executive officer at December 31, 2009. Our Manger of Operations Mr. Kenneth Tholstrom is such an
employee and has been included in the table below.
Pensions & | ||||||||||||||||||||||||||||||||||||
Stock | Option | Non-Equity | Deferred | All Other | ||||||||||||||||||||||||||||||||
Name and Principal | Awards | Awards | Incentive Plan | Earnings | Compensation | |||||||||||||||||||||||||||||||
Position | Year | Salary | Bonus | (A) | (B) | Compensation | (C) | (D) | Total | |||||||||||||||||||||||||||
Patrick OBrien, |
2009 | $ | 140,521 | $ | 50,000 | $ | 76,725 | $ | 60,000 | | | $ | 25,983 | $ | 353,229 | |||||||||||||||||||||
Chief Executive Officer |
2008 | $ | 95,000 | $ | 30,000 | | | | | $ | 19,393 | $ | 144,393 | |||||||||||||||||||||||
2007 | $ | 95,000 | | | | | | $ | 15,986 | $ | 110,986 | |||||||||||||||||||||||||
Andrew Calerich, |
2009 | $ | 205,875 | $ | 50,000 | $ | 83,700 | | | | $ | 33,257 | $ | 372,832 | ||||||||||||||||||||||
President |
2008 | $ | 180,000 | $ | 30,000 | | | | | $ | 28,751 | $ | 238,751 | |||||||||||||||||||||||
2007 | $ | 151,667 | $ | 25,000 | | | | | $ | 25,502 | $ | 202,169 | ||||||||||||||||||||||||
Joseph Feiten |
2009 | $ | 204,213 | $ | 50,000 | | | | | $ | 43,393 | $ | 297,606 | |||||||||||||||||||||||
Chief Financial Officer |
2008 | $ | 170,000 | $ | 30,000 | | 278,100 | | | $ | 35,817 | $ | 513,917 | |||||||||||||||||||||||
2007 | $ | 161,333 | $ | 20,000 | | | | | $ | 12,187 | $ | 193,520 | ||||||||||||||||||||||||
Peter Loeffler, |
2009 | $ | 202,950 | $ | 50,000 | | | | | $ | 43,306 | $ | 296,256 | |||||||||||||||||||||||
VP of Exploration & |
2008 | $ | 165,000 | $ | 30,000 | | $ | 207,900 | | | $ | 32,413 | $ | 435,313 | ||||||||||||||||||||||
Development |
2007 | (E) | $ | 90,000 | | $ | 584,000 | $ | 288,000 | | | $ | 14,019 | $ | 976,019 | |||||||||||||||||||||
Bob Solomon, |
2009 | $ | 140,521 | $ | 50,000 | $ | 76,725 | | | | $ | 32,161 | $ | 299,407 | ||||||||||||||||||||||
VP of Economics and |
2008 | $ | 95,000 | $ | 30,000 | | | | | $ | 28,913 | $ | 153,913 | |||||||||||||||||||||||
Financial Analysis |
2007 | $ | 95,000 | | | | | | $ | 21,123 | $ | 116,123 | ||||||||||||||||||||||||
Ken Tholstrom, |
2009 | $ | 140,521 | $ | 50,000 | $ | 76,725 | | | | $ | 45,869 | $ | 313,115 | ||||||||||||||||||||||
Manager of Operations |
2008 | $ | 95,000 | $ | 30,000 | | | | | $ | 38,983 | $ | 163,983 | |||||||||||||||||||||||
2007 | $ | 95,000 | | | | | | $ | 29,606 | $ | 124,606 |
9
Table of Contents
(A) | For this Table, a Stock Award amount is shown in the year granted (and not in the year
vested or earned) and for the aggregate grant-date estimated fair value computed in accordance
with FASB ASC Topic 718. For example, on January 14, 2009, the Companys Board of Directors
granted to Mr. Calerich 90,000 common shares and to Mr. OBrien, Mr. Solomon and Mr. Tholstrom
each 82,500 common shares, which were valued for ASC Topic 718 at that days closing stock
price of $0.93/share. However, those shares do not vest until the employee works five more
years for the Company (or vest earlier upon a sale of the Company or other Change in Control
of the Company). Under ASC Topic 718, the $83,700 and $76,725 values of the stock grants are
recognized as compensation over the five-year earning period, similar to how stock award
compensation used to be reflected in the Summary Compensation Table. Nonetheless, in December
2009, the SEC (after consideration of public input) changed the disclosure rules to now require
that for the above Table the stock award amount is the aggregate grant-date estimated fair
value for the year granted and not over the future years earned. When the Company hired Mr.
Loeffler in June 2007, he was granted 100,000 shares valued for ASC 718 at the $5.84 per share
grant-date closing price of our common stock, but those granted shares do not vest until Mr.
Loeffler works five years for the Company (or vest earlier upon a Change in Control). If Mr.
Loefflers employment terminates for any reason prior to such vesting, Mr. Loeffler forfeits all
of the 100,000 shares. |
|
(B) | For this Table, an Option Award amount is shown in the year granted (not in the year vested
or earned) and for the total aggregate grant-date fair value computed in accordance with FASB
ASC Topic 718 for stock options. For such fair values, the Company uses a Modified Binomial
Model, with consideration of the Black-Scholes Model for valuing stock options. The Models
key assumptions for 2009, 2008 and 2007 are set forth on page F-23 of our Annual Report on
Form 10-K for the year ended December 31, 2009. Mr. OBrien, Mr. Calerich, Mr. Solomon and
Mr. Tholstrom received significant stock awards prior to 2006 but no stock options in 2006,
2007, 2008 or 2009. The $60,000 amount for Mr. OBrien in 2009 was the fair value of
extending in January 2009 the life of stock options Mr. OBrien was granted in 2004. The
amounts in 2008 and 2007 for Mr. Feiten and Mr. Loeffler were the aggregate grant-date fair
values of stock options vesting in one-year increments over three to five years of employment,
as more fully explained on the preceding page of this Proxy.
|
|
(C) | This column reflects changes in pension value and non-qualified deferred compensation
earnings. The Company has no pension plans or non-qualified deferred
compensation plans. |
|
(D) | For each named employee, for each year, over 90% of Other Compensation consisted of (a)
Company contributions to the employees 401(k) at the rate of 5% of the employees salary and
any cash bonus and (b) health and dental insurance. In 2007 and for a portion of 2008, Mr.
Feitens family health insurance was provided by an unrelated party. Other Compensation
amounts were for benefits available to all Company employees, with the Company matching an
employees 401(k) contributions, up to 5% of the employees salary and cash bonuses. |
|
(E) | Mr. Loefflers employment with the Company started on June 15, 2007. |
10
Table of Contents
2009 Grants of Plan-Based Awards
The following table sets forth information concerning grants of plan-based awards provided to each
named executive officer during fiscal year ended December 31, 2009.
Estimated | All Other | All Other | ||||||||||||||||||||||||||||||||||||||||
Estimated Future | Future Payouts | Stock Awards: | Option Awards: | Grant Date | ||||||||||||||||||||||||||||||||||||||
Payouts Under | Under | Number of | Number of | Exercise or | Fair Value of | |||||||||||||||||||||||||||||||||||||
Non-Equity Incentive | Equity Incentive | Shares of | Securities | Base Price | Stock and | |||||||||||||||||||||||||||||||||||||
Plan Awards | Plan Awards | Stock | Underlying | of Option | Option | |||||||||||||||||||||||||||||||||||||
Grant Date | A * | B* | C* | A * | B* | C* | or Units | Options | Awards | Awards | ||||||||||||||||||||||||||||||||
Patrick OBrien |
1/14/09 | | | | | | | 82,500 | | | $ | 76,725 | ||||||||||||||||||||||||||||||
1/14/09 | ** | ** | ** | $ | 60,000 | |||||||||||||||||||||||||||||||||||||
Andrew Calerich |
| | | | | | 90,000 | | | $ | 83,700 | |||||||||||||||||||||||||||||||
Joseph Feiten |
n/a | | | | | | | | | | | |||||||||||||||||||||||||||||||
Peter Loeffler |
n/a | | | | | | | | | | | |||||||||||||||||||||||||||||||
Bob Solomon |
1/14/09 | | | | | | | 82,500 | | | $ | 76,725 | ||||||||||||||||||||||||||||||
Ken Tholstrom |
1/14/09 | | | | | | | 82,500 | | | $ | 76,725 |
* | A = Threshold. B = Target. C = Maximum |
|
** | On January 14, 2009, Mr. OBrien was granted an extension of time until July 15, 2014 to
exercise an option granted July 15, 2004 that would otherwise expire on July 15, 2009 for
125,000 shares and on July 15, 2010 for 125,000 shares, exercisable at $1.25 per share. The
estimated fair value of the extension was $60,000 on the extension grant date. |
2009 Outstanding Equity Awards at Fiscal Year-End
The following table sets forth information concerning the current status and value of individual
grants of equity for the Companys named executive officers as of December 31, 2009.
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||
Equity Incentive | ||||||||||||||||||||||||||||||||
Plan Awards: | ||||||||||||||||||||||||||||||||
Number of | Unearned | |||||||||||||||||||||||||||||||
Securities | Number of | Market Value | shares in | |||||||||||||||||||||||||||||
Number of Securities | Underlying | Shares or Units | of Shares or | Equity | ||||||||||||||||||||||||||||
Underlying Unexercised | Unexercised | Option | Option | of Stock That | Units of Stock | Incentive Plan | ||||||||||||||||||||||||||
Options (#) | Unearned | Exercise | Expiration | Have Not | That Have Not | Awards (#), | ||||||||||||||||||||||||||
Name | Exercisable | Unexercisable | Options | Price | Date | Vested (#) | Vested ($) | Note (A) | ||||||||||||||||||||||||
Patrick OBrien |
250,000 | | | $ | 1.25 | 7/15/2014 | 82,500 | $ | 346,500 | | ||||||||||||||||||||||
Andrew Calerich |
416,666 | | 83,334 | $ | 3.66 | 10/21/2013 | ** | 90,000 | $ | 378,000 | | |||||||||||||||||||||
Joseph Feiten |
68,000 | | 272,000 | $ | 2.00 | 11/5/2016 | ** | | | | ||||||||||||||||||||||
Peter Loeffler |
42,000 | | 168,000 | $ | 2.00 | 11/5/2016 | ** | 100,000 | $ | 420,000 | | |||||||||||||||||||||
Peter Loeffler |
30,000 | | | $ | 3.37 | 4/17/2014 | ||||||||||||||||||||||||||
Bob Solomon |
| | | | | 82,500 | $ | 346,500 | | |||||||||||||||||||||||
Ken Tholstrom |
| | | | | 82,500 | $ | 346,500 | |
(A) | This column refers to number of unearned shares, units or other rights that have not
vested with regards to Equity Incentive Plan awards. |
|
** | Average option expiration date. For Mr. Calerichs stock options, at December 31, 2009,
options expired five years after vesting, i.e., options for 83,333 shares expire each April 21
of 2010, 2011, 2012, 2013, 2014 and
2015. On April 6, 2010, the Board of Directors extended the expiration date to April 21, 2012
for the portion that was to expire on April 21, 2010. For Mr. Feiten and Mr. Loeffler, the
options with a $2.00 exercise price, granted November 5, 2008, vest one-fifth on the first five
anniversary dates of grant (or upon an earlier change in control) and expire five years after
vesting. |
11
Table of Contents
2009 Option Exercises and Stock Vesting
In 2009, none of the five Named Executive Officers, nor Mr. Tholstrom, exercised any stock options
or had any stock awards vest.
Potential Payments Upon Termination
Under employment agreements at December 31, 2009, in the event that the board of directors
determines, in its sole discretion, that it is in the best interests of the Company to terminate
Patrick OBrien, Andrew Calerich, Joseph Feiten, Peter Loeffler, Bob Solomon, and Ken Tholstrom,
and if the board of directors does not desire to base such termination for Cause (as defined in
their respective employment agreements), then such terminated officers compensation and benefits
will continue for three months (six months for Mr. Loeffler) after the effective date of such
termination. For example, if the Board of Directors had terminated Mr. OBrien, Mr. Solomon, Mr.
Tholstrom, Mr. Calerich, Mr. Feiten and Mr. Loeffler at December 31, 2009, without Cause, such
termination payments of salary and fringe benefits would have approximated $40,000, $57,000,
$60,000, $119,000, $42,000 and $45,000, respectively, payable in cash over a three or six month
period.
Potential Payments Upon Change In Control
At December 31, 2009, the named executive officers had no rights to receive additional compensation
upon a change in control of the Company, except for the accelerated vesting of (a) unvested Stock
Awards and (b) stock options classified as unearned, shown in the accompanying table 2009
Outstanding Equity Awards at Fiscal Year-End. Had there been a change in control at December 31,
2009, when our stock price closed at $4.20 per share, the intrinsic value of the stock shares and
stock options vesting as a result of the change in control would be as follows:
Intrinsic Values Arising from Vestings from | ||||||||||||
a Change in Control at December 31, 2009 | ||||||||||||
Stock Awards | Options | Total | ||||||||||
Patrick OBrien |
$ | 346,500 | | $ | 346,500 | |||||||
Andrew Calerich |
$ | 378,000 | $ | 45,000 | $ | 423,000 | ||||||
Joseph Feiten |
| $ | 598,400 | $ | 598,400 | |||||||
Peter Loeffler |
$ | 420,000 | $ | 369,600 | $ | 789,600 | ||||||
Bob Solomon |
$ | 346,500 | | $ | 346,500 | |||||||
Ken Tholstrom |
$ | 346,500 | | $ | 346,500 |
12
Table of Contents
2009 Director Compensation Table
The following table contains information pertaining to the compensation of the Companys board of
directors for the year ended December 31, 2009, excluding CEO Patrick OBrien and President Andrew
Calerich who receive no compensation as Directors and whose compensations as Named Executive
Officers are disclosed elsewhere herein.
Change | ||||||||||||||||||||||||||||
in Pension Value | ||||||||||||||||||||||||||||
and Nonqualified | ||||||||||||||||||||||||||||
Fees Earned | Non-Equity | Deferred | ||||||||||||||||||||||||||
Or Paid | Stock | Option | Incentive Plan | Compensation | All Other | |||||||||||||||||||||||
Name | In Cash | Awards | Awards | Compensation | Earnings | Compensation | Total | |||||||||||||||||||||
Nick DeMare |
$ | 20,000 | $ | 27,900 | | | | | $ | 47,900 | ||||||||||||||||||
Scott Hobbs |
$ | 20,000 | $ | 27,900 | | | | | $ | 47,900 | ||||||||||||||||||
Jon Whitney |
$ | 20,000 | $ | 27,900 | | | | | $ | 47,900 |
The three directors who are not officers (the independent directors) were each paid a fee of
$5,000 per quarter in 2009. Fees earned by Mr. DeMare are paid to DNG Capital Corp., which is 100%
owned by Mr. DeMare.
For this Table, a Stock Award amount is shown in the year granted (and not in the year vested or
earned) and for the aggregate grant-date estimated fair value computed in accordance with FASB ASC
Topic 718. Each $27,900 stock award was for 30,000 shares granted on January 14, 2009 and
immediately vesting but with a restriction that 20,000 of the shares could not be sold so long as
the owner remains a director of the Company. The stock award was valued at the $0.93/share closing
stock price on the grant date.
On January 26, 2010, the Board of Directors increased fees to be paid to the independent directors
to $10,000 per quarter per director starting with the quarter ending June 30, 2010. Also on
January 26, 2010, each independent director received a restricted stock grant of 7,519 shares of
our common stock, with one-third of the shares vested immediately, and the other two-thirds of the
shares to be restricted from sale, transfer or other disposition until termination of the
directors service as a director of the Company. Based on the $3.99/share closing stock price on
date of grant, each stock award of 7,519 shares has a grant-date estimated fair value of $30,001
computed in accordance with FASB ASC Topic 718.
Item 12: | Securities Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters |
The following table sets forth information as of April 27, 2010 concerning the beneficial ownership
of the Companys voting common stock by: (a) each director, director nominee and named executive
officer; (b) all of the Companys executive officers and directors as a group; (c) our Manager of
Operations Ken Tholstrom, a prior executive officer; and (d) persons the Company knows to
beneficially own more than 5% of the issued and outstanding shares of our common stock at April 27,
2010. The persons named in the table have sole voting and investment power with respect to all
shares they owned, unless otherwise noted. In computing the number of shares beneficially owned by
a person and the percentage of ownership held by that person, shares of common stock subject to
options held by that person that are currently exercisable or will become exercisable within 60
days after April 27, 2010 (Exercisable Options) are deemed exercised and outstanding, while these
shares are not deemed exercised and outstanding for computing percentage ownership of any other
person.
13
Table of Contents
Number of Shares | Percent of | |||||||
of Common Stock | Shares of | |||||||
Beneficially | Common Stock | |||||||
Name {Title} (1) | Owned | Outstanding* | ||||||
Patrick D. OBrien {CEO, Board Chairman} |
2,873,859 | (2) | 4.7 | % | ||||
Andrew P. Calerich {President, Director} |
1,552,188 | (3) | 2.5 | % | ||||
Nick DeMare {Director} |
415,819 | (4) | * | |||||
C. Scott Hobbs {Director} |
143,519 | (5) | * | |||||
Jon R. Whitney {Director} |
202,519 | (6) | * | |||||
Joseph B. Feiten {CFO, principal financial and accounting officer} |
62,500 | (7) | * | |||||
Peter T. Loeffler {VP, Exploration & Development} |
216,000 | (8) | * | |||||
Bobby G. Solomon {VP, Economics and Financial Evaluation} |
2,618,358 | (2) | 4.3 | % | ||||
Executive officers and directors as a group (nine persons) |
8,199,762 | 13.3 | % | |||||
Kendall V. Tholstrom {Manager of Operations} |
2,170,300 | (2) | 3.6 | % | ||||
Wayne P.
Neumiller c/o North Finn LLC, 950 Stafford, Casper, WY 82609 |
3,518,025 | (9) | 5.8 | % | ||||
Michael J.
Neumiller c/o North Finn LLC, 950 Stafford, Casper, WY 82609 |
3,260,000 | (9) | 5.4 | % | ||||
Total for executive officers, directors, Ken Tholstrom,
Wayne Neumiller and Michael Neumiller |
14,248,087 | (10) | 23.0 | % |
* | Percentage is calculated on the basis of the name partys total shares beneficially owned,
divided by the sum of (a) 60,706,856 shares and (b) shares that the party could own by future exercise of
Exercisable Option(s) disclosed in the notes below. |
|
** | Less than 1% of the issued and outstanding shares of our common stock. |
|
(1) | The address for each person in this table is 1050 17th Street, Suite 2400, Denver, Colorado
80265. |
|
(2) | Mr. OBrien, Mr. Solomon and Mr. Tholstrom owned Tower Colombia Corporation, which we
acquired by merger in April 2005 in exchange for common stock. At April 27, 2010, the shares
owned by these three persons consist of (a) unsold shares received at, or prior to, the 2005
merger, (b) for each person, 82,500 restricted shares vesting on January 14, 2014 or upon a
change in control, and (c) for Mr. OBrien, Exercisable Options to purchase 250,000 shares at
$1.25 per share. |
|
(3) | Includes (a) Exercisable Options to purchase 500,000 shares at $3.66 per share, (b) 90,000
shares vesting on January 14, 2014 or upon a change of control and (c) 962,188 shares which
are pledged. |
|
(4) | Includes Exercisable Options to purchase 65,000 shares at $6.03 per share and includes 25,013
shares that are restricted until Mr. DeMare is no longer a Director. |
|
(5) | Includes Exercisable Options to purchase 87,500 shares at $3.29 per share and includes 25,013
shares that are restricted until Mr. Hobbs is no longer a Director. |
|
(6) | Includes Exercisable Options to purchase (a) 65,000 shares at $6.03 per share and (b) 87,500
shares at $2.38 per share, and includes 25,013 shares that are restricted until Mr. Whitney is
no longer a Director. |
|
(7) | Includes 14,000 restricted shares granted on April 26, 2010 and vesting on April 26, 2013 or
upon a change in control. |
|
(8) | Includes Exercisable Options to purchase (a) 30,000 shares at $3.37 per share and (b) 42,000
shares at $2.00 per share. Also includes (a) 100,000 restricted shares vesting on June 15,
2012 or upon a change in control and (b) 14,000 restricted shares granted on April 26, 2010
and vesting on April 26, 2013 or upon a change in control. |
|
(9) | Petroleum engineers Wayne Neumiller and his brother Mike Neumiller are the two manager
members and owners of North Finn LLC, which was the Operator of our Fetter Project and a few
other oil and gas projects in which we had or have interests. On March 31, 2010, North Finn
LLC fully earned rights to 2,900,000 shares of our common stock under a January 2006
participation agreement as more fully
discussed on pages F25 and F26 of our Annual Report on Form 10-K for the year ended December
31, 2009. As a result, North Finn LLC owned a total of 2,910,000 shares of our common stock
on April 27, 2010. Wayne Neumiller and his wife directly own 608,025 shares of our common
stock. As a North Finn LLC manager member, he has the right to vote the 2,910,000 shares
owned by North Finn LLC. Michael Neumiller directly owns 350,000 shares of our common
stock and as the other North Finn LLC manager member also has the right to vote the
2,910,000 shares owned by North Finn LLC. |
|
(10) | The total reflects just once North Finn LLCs 2,910,000 shares that are included in both the
shares beneficially owned by Wayne Neumiller and the shares beneficially owned by Michael
Neumiller. |
14
Table of Contents
Equity Compensation Plan Information
The following table shows the number of securities to be issued upon exercise of outstanding
options, warrants and rights as of December 31, 2009, under the 2004 Plan and the 2006 Plan.
Number of | Number of | |||||||||||
Securities To Be | Weighted | Securities | ||||||||||
Issued Upon | Average | Remaining | ||||||||||
Exercise of | Exercise Price | Available for | ||||||||||
Outstanding | of Outstanding | Future Issuance | ||||||||||
Options, | Options, | Under Equity | ||||||||||
Warrants and | Warrants and | Compensation | ||||||||||
Plan Category | Rights | Rights | Plans | |||||||||
Equity compensation
plans approved by
security holders |
2,922,000 | $ | 2.46 | 1,724,590 | ||||||||
Equity compensation
plans not approved
by security holders |
| | | |||||||||
Total |
2,922,000 | $ | 2.46 | 1,724,590 | ||||||||
The table excludes North Finn LLCs right (unexercised at December 31, 2009) to receive 2,900,000
restricted common shares in exchange for certain oil and gas property rights pursuant to a January
5, 2006 participation agreement, as more fully explained in the Commitments and Contingencies Note
to our audited financial statements in our amended annual report on Form 10-K for the year ended
December 31, 2009.
Item 13: | Certain Relationships and Related Transactions, and Director Independence |
Company policies provide that (a) our audit committee is to approve all related party transactions
(as defined for financial reporting) before such transactions are consummated and (b) our
nominating and corporate governance committee is to monitor and review any other issues involving
potential conflicts of interest. The Company compiles information about transactions between the
Company and its directors, officers, and greater-than-five-percent stockholders (and their
immediate family members and their affiliated entities). Such information includes the nature of
each transaction and the amount(s) involved. The board of directors reviews and evaluates this
information, with respect to directors, as part of its assessment of each directors independence.
Based on a review of the transactions between the Company and its directors, officers, and greater
than-five-percent stockholders (and their immediate family members, and their affiliated entities),
the Company has determined that, during the 2009 fiscal year, it was not a party to any transaction
(excluding compensation paid to a party as a Company director or employee) in which the amount
involved exceeds $120,000 and in which (i) any of the Companys directors, executive officers or
any of their immediate family members or affiliates, has a direct or indirect material interest in
the other party to the transaction, and (ii) any greater-than-five-percent stockholder of the
Company has a direct or indirect material interest in the other party to the transaction, except
for transactions with North Finn LLC discussed in the next paragraph.
15
Table of Contents
During 2009, North Finn LLC North Finn) served as Operator for some of our oil
and gas projects. During 2009, each of North Finns two owners Wayne Neumiller and his
brother Michael Neumiller have
beneficially owned between 5% to 7.3% of our common stock (See Securities Ownership of Certain
Beneficial Owners and
Management and Related Stockholder Matters below). North Finn is not a related party for
financial reporting purposes because its beneficial ownership is less than 10% of our outstanding
common shares, but it is a related party for transactions with greater-than-five-percent
stockholders (and their affiliates). In 2009, in accordance with participation agreements entered
into between the Company and North Finn, we paid a total of
$$5,832,753 in reimbursements to North
Finn for our working interest share of oil and gas project costs paid by North Finn to project
vendors. In 2009, we received a total of $1,370,495 from North Finn to either (a) reimburse us
for its share of project costs (primarily lease acquisition costs) that we paid to project vendors
or (b) pay us our proportionate share of project revenues received by North Finn on behalf of
project working interest owners.
Item 14: | Principal Accountant Fees and Services |
Fees for professional services provided by the Companys independent registered public accounting
firms in each of the last two fiscal years, in each of the following categories are:
2009 | 2008 | |||||||
Audit fees |
$ | 45,551 | $ | 48,525 | ||||
Audit-related fees |
114,945 | 108,560 | ||||||
Joint interest audit of third-party charges |
43,406 | | ||||||
Tax fees |
| | ||||||
$ | 203,902 | $ | 157,085 | |||||
Fees for audit and audit-related services include fees associated with (i) the audit of the
Companys annual consolidated financial statements, (ii) the reviews of the financial statements
included in the Companys Forms 10-Q, (iii) the attestation of managements assertions regarding
effective internal controls in compliance with the requirements of Section 404 of the Sarbanes
Oxley Act, (iv) comfort letters for stock registration and (v) reviews of correspondence with SEC
staff. With audit committee pre-approval, we engaged the firms oil and gas joint interest audit
group to examine in 2009 in Texas various Operator documents in support of several million dollars
in Operator billings to us relating to Wyoming wells drilled in 2007 and 2008.
Pre-approval Policies and Procedures
Our audit committee charter provides that the audit committee shall pre-approve all auditing and
non-auditing services of the independent registered public accounting firm, subject to de minimus
exceptions for other than audit, review or attest services that are approved by the audit committee
prior to completion of the audit. Alternatively, our audit committee charter provides that the
engagement of the independent auditor may be entered into pursuant to pre-approved policies and
procedures established by the audit committee, provided that the policies and procedures are
detailed as to the particular services and the audit committee is informed of each service. All
services provided by the independent registered public accounting firm have been pre-approved by
our audit committee.
16
Table of Contents
PART IV
Item 15: | Exhibits, Financial Statement Schedules |
(a)(1) Financial Statements
Page | ||
Report of Independent Registered Public Accounting Firm |
F-2 | |
Consolidated Balance Sheets as of December 31, 2009 and 2008 |
F-3 | |
Consolidated Statements of Operations for years ended December
31, 2009, 2008 and 2007 |
F-4 | |
Consolidated Statements of Cash Flows for years ended December
31, 2009, 2008 and 2007 |
F-5 | |
Consolidated Statements of Stockholders Equity and
Comprehensive Income for years ended December 31, 2009, 2008
and 2007 |
F-6 | |
Notes to Consolidated Financial Statements |
F-7 to F-30 |
(a)(2) All other schedules have been omitted because the required information is inapplicable or is
shown in the Notes to the Financial Statements.
(a)(3) Exhibits required to be filed by Item 601 of Regulation S-K.
Exhibit No. | Description | |||
2 | (i) | Agreement and Plan of Merger with Tower Colombia
Corporation dated effective April 21, 2005.
(Incorporated by reference from the Companys
Post-Effective Amendment No. 1 to Form SB-2,
filed on April 27, 2005.) |
||
3 | (i) | Articles of Incorporation of the Company, as
amended. (Incorporated by reference to the
Companys Annual Report on Form 10-K for the
fiscal year ended December 31, 2007.) |
||
3 | (ii) | Certificate of Designation of Series A Preferred
Stock. (Incorporated by reference from the
Companys Amendment No. 2 to Form SB-2, filed on
January 31, 2005.) |
||
3 | (iii) | Certificate of Designation of Series AA 8%
Preferred Stock. (Incorporated by reference from
the Companys Amendment No. 1 to Form S-3, filed
on March 6, 2006.) |
||
3 | (iv) | Bylaws of the Company (as revised on December
20, 2007). (Incorporated by reference from the
Companys Current Report on Form 8-K, filed on
December 21, 2007.) |
||
3 | (v) | Amended and Restated Bylaws (adopted June 12,
2009) (Incorporated by reference from the
Companys Current Report on Form 8-K, filed on
June 18, 2009) |
||
4 | (i) | Form of Senior Debt Indenture (Incorporated by
reference from the Companys registration
statement on Form S-3, filed on December 2,
2008) |
||
4 | (ii) | Form of Subordinated Debt Indenture
(Incorporated by reference from the Companys
registration statement on Form S-3, filed on
December 2, 2008) |
||
10 | (i)* | 2004 Stock Option Plan. (Incorporated by
reference from the Companys Definitive Proxy
Statement, filed on June 16, 2004) |
||
10 | (ii) | January 17, 2003 Purchase and Sale Agreement by
and between the Company, Tower Colombia
Corporation and North Finn, LLC. (Incorporated
by reference from the Companys Form 8-K, filed
on February 3, 2003.) |
17
Table of Contents
Exhibit No. | Description | |||
10 | (iii) | January 17, 2003 Participation Agreement by and
between the Company, Tower, North Finn, and the
principals of Tower and North Finn.
(Incorporated by reference from the Companys
Form 10-KSB for the calendar ending December 31,
2002, filed on March 31, 2003.) |
||
10 | (iv) | Model Form Operating Agreement dated February
18, 2003. (Incorporated by reference from the
Companys Form 10-KSB/A, filed on November 18,
2003.) |
||
10 | (v)* | Employment Agreement between the Company and
Andrew P. Calerich dated effective April 21,
2005. (Incorporated by reference from the
Companys Post-Effective Amendment No. 1 to Form
SB-2, filed on April 27, 2005.) |
||
10 | (vi)* | Employment Agreement between the Company and
Patrick D. OBrien dated effective April 21,
2005. (Incorporated by reference from the
Companys Post-Effective Amendment No. 1 to Form
SB-2, filed on April 27, 2005.) |
||
10 | (vii)* | Employment Agreement between the Company and Bobby G. Solomon dated effective April 21,
2005. (Incorporated by reference from the Companys Post-Effective Amendment No. 1 to Form
SB-2, filed on April 27, 2005.) |
||
10 | (viii)* | Employment Agreement between the Company and Kendell V. Tholstrom dated effective April 21,
2005. (Incorporated by reference from the Companys Post-Effective Amendment No. 1 to Form
SB-2, filed on April 27, 2005.) |
||
10 | (ix) | Participation Agreement between the Company and North Finn LLC dated January 5, 2006.
(Incorporated by reference from the Companys Form 10-KSB for the fiscal year ended
December 31, 2005.) |
||
10 | (x)* | Employment Agreement between the Company and Joseph B. Feiten. (Incorporated by reference
from the Companys Current Report on Form 8-K filed on August 31, 2006.) |
||
10 | (xi)* | Stock Option Agreement between the Company and Joseph B. Feiten. (Incorporated by reference
from the Companys Current Report on Form 8-K filed on August 31, 2006.) |
||
10 | (xii) | Purchase and Sale Agreement, dated September 1, 2006, between SunStone Oil & Gas, LLC and
the Company. (Incorporated by reference from the Companys Current Report on Form 8-K filed
on September 6, 2006.) |
||
10 | (xiii) | Participation Agreement dated January 17, 2007 among the Company, Red Technology Alliance
LLC and North Finn LLC. (Incorporated by reference from the Companys Current Report on
Form 8-K filed on January 23, 2007.) |
||
10 | (xiv)* | Amended and Restated 2006 Stock Incentive Plan. (Incorporated by reference to the Companys
Definitive Proxy Statement, as amended, filed on July 26, 2006.) |
||
10 | (xv)* | Form of Stock Option Agreement for awards under 2006 Stock Incentive Plan. (Incorporated by
reference to the Companys Current Report on Form 8-K filed on April 5, 2007.) |
||
10 | (xvi)* | Employment Agreement dated June 15, 2007 by and between the Company and Peter Loeffler.
(Incorporated by reference to the Companys Current Report on Form 8-K filed on June 19,
2007.) |
18
Table of Contents
Exhibit No. | Description | |||
10 | (xvii) | Participation Agreement dated June 25, 2007 by and among Red Technology Alliance, LLC, the
Company and North Finn, LLC. (Incorporated by reference to the Companys Current Report on
Form 8-K filed on July 3, 2007.) |
||
10 | (xviii) | Letter Agreement dated August 22, 2008. (Incorporated by reference to the Companys Current
Report on Form 8-K filed on October 28, 2008.) |
||
10 | (xix) | Form of Stock Purchase Agreement (Incorporated by reference to the Companys Current Report
on Form 8-K filed on December 18, 2009.) |
||
21 | (i) | Subsidiary List (filed as Exhibit 21(i) to the Original 10-K) |
||
23 | (i) | Consent of Independent Petroleum Engineers and Geologists (filed as Exhibit 23(i) to the
Original 10-K) |
||
23 | (ii) | Consent of Independent Registered Public Accounting Firm (filed as Exhibit 23(ii) to the
Original 10-K) |
||
31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002 |
|||
31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002 |
|||
32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 (furnished as Exhibit 32.1 to the Original 10-K) |
|||
32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 (furnished as Exhibit 32.2 to the Original 10-K) |
|||
99.1 | Ryder Scott Letter on its estimation of our proved oil and gas reserves at December 31, 2009
(filed as Exhibit 99.1 to the Original 10-K) |
* | Management contracts or compensatory plans or arrangements |
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized, this 30th day
of April, 2010.
American Oil & Gas Inc. |
||||
/s/ Andrew P. Calerich | ||||
Andrew P. Calerich | ||||
President | ||||
/s/ Joseph B. Feiten | ||||
Joseph B. Feiten | ||||
Chief Financial Officer (principal financial officer and principal accounting officer) |
||||
19
Table of Contents
INDEX TO EXHIBITS
Exhibit No. | Description | |||
2 | (i) | Agreement and Plan of Merger with Tower Colombia Corporation dated effective April 21,
2005. (Incorporated by reference from the Companys Post-Effective Amendment No. 1 to Form
SB-2, filed on April 27, 2005.) |
||
3 | (i) | Articles of Incorporation of the Company, as amended. (Incorporated by reference to the
Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2007.) |
||
3 | (ii) | Certificate of Designation of Series A Preferred Stock. (Incorporated by reference from the
Companys Amendment No. 2 to Form SB-2, filed on January 31, 2005.) |
||
3 | (iii) | Certificate of Designation of Series AA 8% Preferred Stock. (Incorporated by reference from
the Companys Amendment No. 1 to Form S-3, filed on March 6, 2006.) |
||
3 | (iv) | Bylaws of the Company (as revised on December 20, 2007). (Incorporated by reference from
the Companys Current Report on Form 8-K, filed on December 21, 2007.) |
||
3 | (v) | Amended and Restated Bylaws (adopted June 12, 2009) (Incorporated by reference from the
Companys Current Report on Form 8-K, filed on June 18, 2009) |
||
4 | (i) | Form of Senior Debt Indenture (Incorporated by reference from the Companys registration
statement on Form S-3, filed on December 2, 2008) |
||
4 | (ii) | Form of Subordinated Debt Indenture (Incorporated by reference from the Companys
registration statement on Form S-3, filed on December 2, 2008) |
||
10 | (i)* | 2004 Stock Option Plan. (Incorporated by reference from the Companys Definitive Proxy
Statement, filed on June 16, 2004) |
||
10 | (ii) | January 17, 2003 Purchase and Sale Agreement by and between the Company, Tower Colombia
Corporation and North Finn, LLC. (Incorporated by reference from the Companys Form 8-K,
filed on February 3, 2003.) |
||
10 | (iii) | January 17, 2003 Participation Agreement by and between the Company, Tower, North Finn, and
the principals of Tower and North Finn. (Incorporated by reference from the Companys Form
10-KSB for the calendar ending December 31, 2002, filed on March 31, 2003.) |
||
10 | (iv) | Model Form Operating Agreement dated February 18, 2003. (Incorporated by reference from the
Companys Form 10-KSB/A, filed on November 18, 2003.) |
||
10 | (v)* | Employment Agreement between the Company and Andrew P. Calerich dated effective April 21,
2005. (Incorporated by reference from the Companys Post-Effective Amendment No. 1 to Form
SB-2, filed on April 27, 2005.) |
||
10 | (vi)* | Employment Agreement between the Company and Patrick D. OBrien dated effective April 21,
2005. (Incorporated by reference from the Companys Post-Effective Amendment No. 1 to Form
SB-2, filed on April 27, 2005.) |
20
Table of Contents
Exhibit No. | Description | |||
10 | (vii)* | Employment Agreement between the Company and Bobby G. Solomon dated effective April 21,
2005. (Incorporated by reference from the Companys Post-Effective Amendment No. 1 to Form
SB-2, filed on April 27, 2005.) |
||
10 | (viii)* | Employment Agreement between the Company and Kendell V. Tholstrom dated effective April 21,
2005. (Incorporated by reference from the Companys Post-Effective Amendment No. 1 to Form
SB-2, filed on April 27, 2005.) |
||
10 | (ix) | Participation Agreement between the Company and North Finn LLC dated January 5, 2006.
(Incorporated by reference from the Companys Form 10-KSB for the fiscal year ended
December 31, 2005.) |
||
10 | (x)* | Employment Agreement between the Company and Joseph B. Feiten. (Incorporated by reference
from the Companys Current Report on Form 8-K filed on August 31, 2006.) |
||
10 | (xi)* | Stock Option Agreement between the Company and Joseph B. Feiten. (Incorporated by reference
from the Companys Current Report on Form 8-K filed on August 31, 2006.) |
||
10 | (xii) | Purchase and Sale Agreement, dated September 1, 2006, between SunStone Oil & Gas, LLC and
the Company. (Incorporated by reference from the Companys Current Report on Form 8-K filed
on September 6, 2006.) |
||
10 | (xiii) | Participation Agreement dated January 17, 2007 among the Company, Red Technology Alliance
LLC and North Finn LLC. (Incorporated by reference from the Companys Current Report on
Form 8-K filed on January 23, 2007.) |
||
10 | (xiv)* | Amended and Restated 2006 Stock Incentive Plan. (Incorporated by reference to the Companys
Definitive Proxy Statement, as amended, filed on July 26, 2006.) |
||
10 | (xv)* | Form of Stock Option Agreement for awards under 2006 Stock Incentive Plan. (Incorporated by
reference to the Companys Current Report on Form 8-K filed on April 5, 2007.) |
||
10 | (xvi)* | Employment Agreement dated June 15, 2007 by and between the Company and Peter Loeffler.
(Incorporated by reference to the Companys Current Report on Form 8-K filed on June 19,
2007.) |
||
10 | (xvii) | Participation Agreement dated June 25, 2007 by and among Red Technology Alliance, LLC, the
Company and North Finn, LLC. (Incorporated by reference to the Companys Current Report on
Form 8-K filed on July 3, 2007.) |
||
10 | (xviii) | Letter Agreement dated August 22, 2008. (Incorporated by reference to the Companys Current
Report on Form 8-K filed on October 28, 2008.) |
||
10 | (xix) | Form of Stock Purchase Agreement (Incorporated by reference to the Companys Current Report
on Form 8-K filed on December 18, 2009.) |
||
21 | (i) | Subsidiary List (filed as Exhibit 21(i) to the Original 10-K) |
||
23 | (i) | Consent of Independent Petroleum Engineers and Geologists (filed as Exhibit 23(i) to the
Original 10-K) |
21
Table of Contents
Exhibit No. | Description | |||
23 | (ii) | Consent of Independent Registered Public Accounting Firm (filed as Exhibit 23(ii) to the
Original 10-K) |
||
31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002 |
|||
31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002 |
|||
32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 (furnished as Exhibit 32.1 to the Original 10-K) |
|||
32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 (furnished as Exhibit 32.2 to the Original 10-K) |
|||
99.1 | Ryder Scott Letter on its estimation of our proved oil and gas reserves at December 31, 2009
(filed as Exhibit 99.1 to the Original 10-K) |
* | Management contracts or compensatory plans or arrangements |
22