Attached files
| file | filename |
|---|---|
| EX-99.1 - COLOMBIA ENERGY RESOURCES, INC. | v209725_ex99-1.htm |
| EX-99.2 - COLOMBIA ENERGY RESOURCES, INC. | v209725_ex99-2.htm |
| EX-99.5 - COLOMBIA ENERGY RESOURCES, INC. | v209725_ex99-5.htm |
| EX-99.4 - COLOMBIA ENERGY RESOURCES, INC. | v209725_ex99-4.htm |
| EX-99.3 - COLOMBIA ENERGY RESOURCES, INC. | v209725_ex99-3.htm |
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 26, 2011
Colombia
Clean Power & Fuels, Inc.
(Exact
Name of Registrant as Specified in Charter)
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NEVADA
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000-32735
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87-0567033
|
|
(State
or Other Jurisdiction of
Incorporation)
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Commission
File Number
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(IRS
Employer Identification
No.)
|
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181
3rd STREET,
SUITE 150-B, SAN RAFAEL, CA
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94901
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (415)
460-1165
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:
|
¨
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Written
communications pursuant to Rule 425 under the Securities
Act
|
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act
|
|
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
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Item
1.01
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Entry
into a Material Definitive
Agreement
|
On
January 26, 2011, our Board of Directors approved amendments to our employment
agreements with Edward P. Mooney, our President, a director and principal
shareholder of our company, and Daniel F. Carlson, our Chief Financial Officer
and a director. In addition, the amendment provides for an
indemnification agreement between us and the executive. These amended
and restated employment agreements, and the executed indemnification agreements,
are included with this report as Exhibits 99.1 through 99.4,
inclusive.
Effective
January 2011, we entered into a consulting agreement for services to be provided
by Graham Chapman, our Chief Operating Officer. Mr. Chapman provides
consulting services to us and our operating subsidiary, and is compensated as
our Chief Operating Officer, under the terms of a Consultancy Agreement dated
January 1, 2011. The agreement is with Badger Resources Limited, an
entity for which Mr. Chapman is managing director, and it is valid until
terminated by one of the parties upon three months’ notice. We
pay a month fee of $15,000 for the consulting services. Mr. Chapman
is required to provide a minimum of 15 days per month in performing the
consulting services. The services provided by Mr. Chapman include
review of mine plans and related documentation, review of geologic studies
related to our concessions, advising us on potential strategic partners,
including mine operators, and potential customers for our future products, and
development and implementation of our exploration programs. A copy of
the Consultancy Agreement is attached to this report as Exhibit
99.5.
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Item
3.02
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Unregistered
Sales of Equity Securities
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Effective
January 26, 2011, we granted 858,334 options each to officers, directors and
consultants of our company. The options were granted under our 2010
Equity Compensation Plan. The options were granted without
registration under the Securities Act by reason of the exemption from
registration afforded by Section 4(2) of the Act, and Rule 506 promulgated
thereunder. Each optionee was an accredited investor at the time of
the grant. Each optionee acknowledged appropriate investment
representations with respect to the grants and consented to the imposition of
restrictive legends upon the certificates representing the
options. Each grantee had a preexisting relationship with persons
representing our company at the time of the transaction. Each grantee
was afforded the opportunity to ask questions of our management and to receive
answers concerning the terms and conditions of the option grants. No
selling commissions were paid in connection with these option
grants.
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
The
information contained in Item 1.01 pertaining to the amendment of the
employment agreements of Messrs. Mooney and Carlson, and the consulting
agreement with Mr. Chapman, is incorporated herein by reference.
On
January 26, 2011, our Board of Directors approved the granting of options to
purchase shares of our company under our 2010 Equity Compensation
Plan. We granted 250,000 options exercisable at $2.50 per share and
250,000 options exercisable at $5.00 per share to Carlos Soto, President of our
Colombian subsidiary. We also granted 50,000 options exercisable at
$2.50 per share and 50,000 options exercisable at $5.00 per share to each of
Edward P. Mooney, our President, CEO, a director and principal shareholder,
Daniel Carlson, our Chief Financial Officer and a director, and Graham Chapman,
our Chief Operating Officer. Each option was granted for a period of
five years and is subject to the following vesting schedule: 25%
immediately and 25% on each anniversary of the grant for three
years.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits.
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Exhibit No.
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Description
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99.1
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Amended
and Restated Employment Agreement of Edward P. Mooney
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99.2
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Indemnification
Agreement with Edward P. Mooney
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99.3
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Amended
and Restated Employment Agreement of Daniel F. Carlson
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99.4
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Indemnification
Agreement with Daniel F. Carlson
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99.5
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Consultancy
Agreement dated January 1, 2011, with Badger Resources
Limited
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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.
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Colombia
Clean Power & Fuels, Inc.
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||
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Date: January
31, 2011
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By
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/s/ Daniel F. Carlson
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Daniel
F. Carlson, CFO
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