Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT 10.1 - SYNTHESIS ENERGY SYSTEMS INC | v354276_ex10-1.htm |
| EX-99.1 - EXHIBIT 99.1 - SYNTHESIS ENERGY SYSTEMS INC | v354276_ex99-1.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 Act of 1934
Date of Report (Date of earliest event reported): August 30, 2013
Synthesis Energy Systems, Inc.
(Exact name of registrant as specified in its charter)
|
Delaware |
001-33522 (Commission File Number) |
20-2110031 |
| Three Riverway, Suite 300 Houston, Texas (Address of principal executive offices) |
77056 (Zip Code)
|
(713) 579-0600
(Registrant’s telephone number, including area code)
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 240.14-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.133-4(c)) |
| Item 1.01 | Entry into a Material Definitive Agreement. |
On September 3, 2013, Synthesis Energy Systems, Inc. (the “Company”) entered into an employment letter with Charles Costenbader, the Company’s newly hired Chief Financial Officer. Mr. Costenbader’s employment is terminable by either the Company or Mr. Costenbader at any time, with or without notice. Mr. Costenbader is entitled to receive annual base compensation of $300,000, $200,000 of which is paid in cash and $100,000 of which is in the form of annual stock option grants vesting over twelve months on terms specified in the employment letter. Mr. Costenbader is also eligible for an annual performance bonus as may be awarded in the sole discretion of the Compensation Committee of the Company’s Board of Directors (the “Board”). Mr. Costenbader’s base compensation is subject to increase in the discretion of the Board.
Upon (a) a termination without cause (as defined in the letter), (b) a voluntary termination for good reason (as defined in the letter) or (c) a termination for any reason, other than the Company for cause, within 60 days of a change of control (as defined in the letter), and provided that he executes a release, Mr. Costenbader is entitled to receive (i) a severance payment of up to six months of base salary (such payments shall cease once he secures new employment), (ii) continued health benefits through the earlier of (x) twelve months after his termination or (y) until he is eligible to participate in the health insurance plan of another employer (provided such benefits are substantially similar to what Mr. Costenbader received from the Company) and (iii) payment of any other salary or bonus that he would have been otherwise entitled to receive under the letter as of the date of the termination. In addition, all unvested options shall automatically vest as of the termination date. Upon a voluntary termination without good reason, termination for cause, death or disability, Mr. Costenbader would not be entitled to receive benefits from the Company, except that in the case of Mr. Costenbader’s death or disability, all unvested options shall automatically vest as of the termination date.
The letter prohibits Mr. Costenbader from competing with the Company during his employment and for a period of twenty four months thereafter and is also prohibited from soliciting the Company’s employees for a period of twenty four months after the termination of his employment. Mr. Costenbader is also subject to confidentiality and non-disparagement obligations.
The foregoing description is qualified in its entirety by reference to the full text of the employment letter which is filed with this Current Report on Form 8-K as Exhibit 10.1.
| Item 1.02 | Termination of Material Definitive Agreement. |
On August 30, 2013, the Company provided notice to Crystal Vision Energy Limited (“CVE”) of the termination, effective immediately, of the Consulting Services Agreement between CVE and the Company dated effective January 1, 2013, as amended on July 29, 2013 (the “CVE Agreement”), as permitted by the terms of the CVE Agreement. No penalties or payments were due as a result of the termination of the CVE Agreement. The Company’s management team has assumed the leadership of the SES China business.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
The text set forth in Item 1.01 regarding the terms and conditions of the employment letter with Mr. Costenbader is incorporated into this Item 5.02 by reference.
| Item 8.01 | Other Events. |
On September 4, 2013, the Company issued a press release announcing the hiring of Mr. Costenbader. A copy of the press release is filed herewith as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
Exhibits
*10.1 Employment Letter between the Company and Charles Costenbader dated effective September 3, 2013.
10.2 Consulting Services Agreement between the Company and Crystal Vision Energy Limited dated effective January 1, 2013 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 27, 2012).
*99.1 Press Release dated September 4, 2013 relating to the hiring of Mr. Costenbader.
* Filed herewith.
SIGNATURE
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 thereunto duly authorized.
| Synthesis Energy Systems, Inc. | |
| Dated: September 4, 2013 | /s/ Robert Rigdon |
| Robert Rigdon | |
| President and Chief Executive Officer |
Exhibit Index
*10.1 Employment Letter between the Company and Charles Costenbader dated effective September 3, 2013.
10.2 Consulting Services Agreement between the Company and Crystal Vision Energy Limited dated effective January 1, 2013 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 27, 2012).
*99.1 Press Release dated September 4, 2013 relating to the hiring of Mr. Costenbader.
* Filed herewith.