Attached files
| file | filename |
|---|---|
| EX-31.2 - EXHIBIT 31.2 - GreenHunter Resources, Inc. | ex31-2.htm |
| EX-32.1 - EXHIBIT 32.1 - GreenHunter Resources, Inc. | ex32-1.htm |
| EX-31.1 - EXHIBIT 31.1 - GreenHunter Resources, Inc. | ex31-1.htm |
| EX-32.2 - EXHIBIT 32.2 - GreenHunter Resources, Inc. | ex32-2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 2
(Mark one)
|
☒ |
Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended December 31, 2014
|
☐ |
Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to .
Commission File No. 001-33893
GREENHUNTER RESOURCES, INC.
(Exact name of registrant as specified in its charter)
|
Delaware |
|
20-4864036 |
|
(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
1048 Texan Trail, Grapevine, Texas 76051
(Address of principal executive offices) (zip code)
Registrant’s telephone number, including area code: (972) 410-1044
|
|
|
|
|
Title of each class |
|
Name of each exchange on which registered |
|
Common Stock ($.001 par value) |
|
NYSE MKT |
Securities registered pursuant to Section 12(b) of the Exchange Act:
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. Yes ☐ 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. Yes ☐ 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. Yes ☒ 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 ☒ No ☐
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 registrant’s 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. ☐
Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer or non-accelerated filer (as defined in Rule 12b-2 of the Act).
|
|
|
|
|
|
|
|
|
Large accelerated filer |
|
☐ |
|
Accelerated filer |
|
☐ |
|
|
|
|
| |||
|
Non-accelerated filer |
|
☐ (Do not check if a smaller reporting company) |
|
Smaller reporting company |
|
☒ |
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes ☐ No ☒
As of June 30, 2014, the aggregate market value of voting stock held by non-affiliates was $17,458,745 as computed by reference to the closing price on that date.
The number of shares outstanding of the registrant’s common stock at June 26, 2015 was 37,659,869.
Explanatory Note
This Amendment No. 2 to Form 10-K (this “Form 10-K/A”) amends the Annual Report on Form 10-K for the year ended December 31, 2014 (the “Original Filing,” and together with the Form 10-K/A, filed on June 2, 2015, the “Form 10-K”) of GreenHunter Resources, Inc. (the “Company”), which was filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2015. The Company previously filed a Form 10-K/A for the purpose of revising a section to Item 11, Executive Compensation of the 10-K to properly reflect the value of certain stock awards to executive officers in fiscal year 2014. The Company is filing this Form 10-K/A for the purpose of including the entire Item 11, Executive Compensation of the 10-K as required by Rule 12b-15 of the Securities Exchange Act of 1934.
Except as described above, no changes have been made to the Original Filing. The Original Filing continues to speak as of the date it was filed with the SEC, and the Company has not updated the disclosures contained therein to reflect any events which occurred subsequent to the filing of the Original Filing, or to modify the disclosure contained in the Original Filing other than to reflect the changes described above. This Form 10-K/A should be read in conjunction with the Company’s filings with the SEC made subsequent to the Original Filing.
This Amendment should be read in conjunction with the Company's filings with the Commission made subsequent to April 15, 2015, the date of the Original Filing.
Item 11. Executive Compensation
Summary Compensation Table
The following table sets forth all compensation for the fiscal years ended 2014 and 2013 awarded to, earned by or paid to executive officers of the Company.
|
Name and Principal Position |
Year |
Salary ($) |
Bonus ($) |
Deferred Comp ($) ****** |
Stock Awards ($) |
Option Awards ($) ***** |
All Other Comp - Car Allowance ($) **** |
Total ($) |
||||||||||||||||||||||
|
Gary C. Evans* - |
2014 |
300,000 | - | 300,000 | 1,470,000 | 759,000 | 12,000 | 2,841,000 | ||||||||||||||||||||||
|
Chairman and Interim CEO |
2013 |
300,000 | 225,000 | - | - | 690,000 | 12,000 | 1,227,000 | ||||||||||||||||||||||
|
Kirk Trosclair** - |
2014 |
144,807 | - | 100,000 | 98,000 | 346,900 | - | 689,707 | ||||||||||||||||||||||
|
Executive VP and COO |
2013 |
- | - | - | - | - | - | - | ||||||||||||||||||||||
|
Ronald T. McClung*** - |
2014 |
205,000 | - | 60,000 | 24,500 | 165,300 | 12,000 | 466,800 | ||||||||||||||||||||||
|
Sr. VP and CFO |
2013 |
63,086 | - | - | - | 195,000 | 3,696 | 261,782 | ||||||||||||||||||||||
|
Morgan F. Johnston - |
2014 |
200,000 | - | 25,000 | 9,800 | 66,120 | 12,000 | 312,920 | ||||||||||||||||||||||
|
Sr. VP, Gen Counsel and Secretary |
2013 |
200,000 | 25,000 | - | - | 106,000 | 12,000 | 343,000 | ||||||||||||||||||||||
|
Jonathan D. Hoopes** - |
2014 |
19,730 | - | - | - | - | - | 19,730 | ||||||||||||||||||||||
|
President, COO, and Interim CEO |
2013 |
281,096 | 175,000 | - | 27,250 | 318,000 | 12,000 | 813,346 | ||||||||||||||||||||||
|
David S. Krueger*** - |
2014 |
- | - | - | - | - | - | - | ||||||||||||||||||||||
|
VP and CFO |
2013 |
142,160 | 25,000 | - | - | 132,500 | 8,307 | 307,967 | ||||||||||||||||||||||
|
* |
Mr. Evans’ was appointed as Chief Executive Officer on an interim basis on January 15, 2014 following the resignation of Mr. Hoopes as director, interim chief executive officer, president and chief operating officer effective as of the same date. |
|
** |
Mr. Trosclair became the Company’s Executive Vice President and COO on January 15, 2014 following the resignation of Mr. Hoopes as director, interim chief executive officer, president and chief operating officer effective as of the same date. |
|
*** |
Mr. Krueger was the Company’s Vice President and CFO until August 23, 2013. Mr. McClung was appointed the Company’s Senior Vice President and CFO effective September 1, 2013. |
|
**** |
This column represents the employees’ car allowance for the applicable year. |
|
***** |
Mr. Evans received a stock option grant for 1,000,000 shares, vesting over a three year period at an exercise price of $1.15 on June 14, 2013. Mr. Hoopes received a stock option grant for 300,000 shares, vesting over a three year period at an exercise price of $1.74 on February 1, 2013. Mr. Krueger received a stock option grant for 125,000 shares, vesting over a three year period at an exercise price of $1.74 on February 1, 2013. Mr. Johnston received a stock option grant for 100,000 shares, vesting over a three year period at an exercise price of $1.74 on February 1, 2013. Mr. McClung received a stock option grant for 250,000 shares vesting over a three year period at an exercise price of $1.33 on October 15, 2013. |
|
|
|
|
|
Mr. Evans received a stock option grant for 1,000,000 shares, vesting upon completion of certain performance criteria at an exercise price of $0.98 on April 25, 2014. Mr. Trosclair received a stock option grant for 500,000 shares, vesting upon completion of certain performance criteria at an exercise price of $0.98 on April 25, 2014. Mr. Johnston received a stock option grant for 100,000 shares, vesting upon completion of certain performance criteria at an exercise price of $0.98 on April 25, 2014. Mr. McClung received a stock option grant for 250,000 shares vesting upon completion of certain performance criteria at an exercise price of $0.98 on April 25, 2014. |
|
|
|
|
|
Mr. Evans received a stock option grant for 500,000 shares, vesting over a three year period at an exercise price of $0.60 on December 23, 2014. Mr. Trosclair received a stock option grant for 150,000 shares, vesting over a three year period at an exercise price of $0.60 on December 23, 2014. Mr. Johnston received a stock option grant for 20,000 shares, vesting over a three year period at an exercise price of $0.60 on December 23, 2014. Mr. McClung received a stock option grant for 50,000 shares vesting over a three year period at an exercise price of $0.60 on December 23, 2014. |
|
****** |
This column represents the employees’ deferred cash bonus for the applicable year. |
|
|
|
Outstanding Equity Awards at Fiscal Year-End
The following non-incentive stock options were outstanding to the below named executives at December 31, 2014
|
Name and Principal Position |
Number of shares of common stock underlying unexercised options exercisable |
Number of shares of common stock underlying unexercised options unexercisable |
Price ($/sh) |
Expiration Date | |||||||||
|
Gary C. Evans - |
176,000 | - | 18.91 |
February 13, 2018 | |||||||||
|
Chairman and Interim CEO |
176,000 | - | 18.91 |
February 13, 2018 | |||||||||
| 1,000,000 | - | 1.96 |
August 26, 2019 | ||||||||||
| 1,000,000 | - | 0.90 |
April 6, 2021 | ||||||||||
| 200,000 | - | 1.65 |
February 13, 2022 | ||||||||||
| 200,000 | - | 1.65 |
February 13, 2022 | ||||||||||
| 200,000 | - | 1.65 |
February 13, 2022 | ||||||||||
| - | 150,000 | 1.65 |
February 13, 2022 | ||||||||||
| 333,333 | 666,667 | 1.15 |
June 14, 2023 | ||||||||||
| 400,000 | 200,000 | 0.98 |
April 25, 2024 | ||||||||||
| 200,000 | - | 1.65 |
December 15, 2024 | ||||||||||
| 50,000 | - | 1.65 |
December 15, 2024 | ||||||||||
| - | 500,000 | 0.60 |
December 23, 2024 | ||||||||||
|
Kirk Trosclair - |
5,000 | - | 20.02 |
June 16, 2018 | |||||||||
|
Executive VP and COO |
10,000 | - | 1.96 |
August 26, 2019 | |||||||||
| 350,000 | - | 0.90 |
April 6, 2021 | ||||||||||
| - | 25,000 | 1.65 |
February 13, 2022 | ||||||||||
| - | 50,000 | 1.65 |
February 13, 2022 | ||||||||||
| - | 15,000 | 1.65 |
February 13, 2022 | ||||||||||
| 10,000 | - | 1.65 |
February 13, 2022 | ||||||||||
| 61,666 | 123,334 | 1.74 |
February 1, 2023 | ||||||||||
| 200,000 | 100,000 | 0.98 |
April 25, 2024 | ||||||||||
| 50,000 | - | 1.65 |
December 15, 2024 | ||||||||||
| - | 150,000 | 0.60 |
December 23, 2024 | ||||||||||
|
Ronald T. McClung - |
83,333 | 166,667 | 1.33 |
October 15, 2023 | |||||||||
|
Sr. VP and CFO |
150,000 | 100,000 | 0.98 |
April 25, 2024 | |||||||||
| - | 50,000 | 0.60 |
December 23, 2024 | ||||||||||
|
Morgan F. Johnston - |
500,000 | - | 5.00 |
* |
May 16, 2017 | ||||||||
|
Sr. VP, Gen Counsel and Secretary |
55,000 | - | 18.91 |
February 13, 2018 | |||||||||
| 55,000 | - | 18.91 |
February 13, 2018 | ||||||||||
| 300,000 | - | 1.96 |
August 26, 2019 | ||||||||||
| 150,000 | - | 0.90 |
April 6, 2021 | ||||||||||
| 66,666 | 33,334 | 1.65 |
February 13, 2022 | ||||||||||
| 33,333 | 66,667 | 1.74 |
February 1, 2023 | ||||||||||
| - | 100,000 | 0.98 |
April 25, 2024 | ||||||||||
| - | 20,000 | 0.60 |
December 23, 2024 | ||||||||||
|
* |
There was no public market for our common shares on the date of grant of the option. Accordingly, the amounts set out in this column are based upon the fair market value per common share as estimated by us as at the date of grant of the option, which was $5.00. |
Director Compensation
The following compensation was paid to our independent members of the board of directors for the year ended December 31, 2014:
|
Name |
Fees Earned or Paid in Cash ($) |
Stock Awards ($) * |
Option Awards ($) |
Total ($) |
||||||||||||
|
Roy E. Easley |
- | 50,000 | - | 50,000 | ||||||||||||
|
Julie E. Silcock |
- | 50,000 | - | 50,000 | ||||||||||||
|
Ronald H. Walker |
37,500 | 12,500 | - | 50,000 | ||||||||||||
|
* |
Our board of directors determined not to receive any cash compensation payments with respect to 2013 for acting as a director. However, our directors received restricted stock payments in lieu of their annual retainer payment. Each director received 10,776 shares of restricted common stock for fees in the last quarter of 2013. The number of shares each director received was based on the market price of the stock on the date the retainer was earned. |
|
|
Mr. Easley and Ms. Silcock determined not to receive any cash compensation payments with respect to 2014 for acting as a director. However, both directors received 19,119 shares of restricted stock payments in lieu of their annual retainer payment. The number of shares each director received was based on the market price of the stock on the date the retainer was earned. | ||
For fiscal 2015, our directors (other than members of our management) will be entitled to receive an annual retainer of $50,000, payable quarterly, plus $1,000 per meeting of our board of directors, $500 per meeting of a committee of the board attended or $250 if such board member attends a board or committee meeting by telephone. These directors will also be reimbursed for all out-of-pocket expenses incurred in their capacities as members of the board. We will also grant new independent directors 100,000 stock options at an exercise price equal to the then market value vesting over a three year period. We currently maintain directors and officers liability insurance coverage with an aggregate policy limit of $5,000,000.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
|
|
|
GreenHunter Resources, Inc. | |
|
Date: July 16, 2015 |
|
By: |
/s/ Ronald McClung |
|
|
|
|
Senior Vice President and Chief Financial Officer |
(b) Exhibits
|
Exhibit Number |
|
Exhibit Title |
|
|
|
|
|
3.1 |
|
Certificate of Incorporation (Incorporated by reference to the Company’s Form 10, dated October 19, 2007) |
|
|
|
|
|
3.2 |
|
Amendment to the Certificate of Incorporation (Incorporated by reference to the Company’s Form 10, dated October 19, 2007) |
|
|
|
|
|
3.3 |
|
Bylaws (Incorporated by reference to the Company’s Form 10, dated October 19, 2007) |
|
|
|
|
|
3.3.1 |
|
Amendment to Bylaws (Incorporated by reference to the Company’s DEF 14A Proxy Statement filed September 3, 2009 |
|
|
|
|
|
4.1 |
|
Form of Warrant Agreement by and between the Company and purchasers of securities, dated November 14, 2013 (Incorporated by reference to the Company’s Form 8-K, dated November 19, 2013) |
|
|
|
|
|
4.2 |
|
Form of Warrant Agreement by and between the Company and purchasers of securities, dated September 19, 2013 (Incorporated by reference to the Company’s Form 8-K, dated September 24, 2013) |
|
|
|
|
|
4.3 |
|
Form of Warrant Agreement between the Company and Gary C. Evans, dated December 12, 2013 (Incorporated by reference to the Company’s Form 8-K, dated December 12, 2013) |
|
|
|
|
|
4.4 |
|
Form of Warrant Agreement by and between the Company and purchasers of securities, dated February 28, 2014 (Incorporated by reference to the Company’s Form 8-K, dated February 28, 2014) |
|
|
|
|
|
4.5 |
|
Second Amended and Restated Certificate of Designations of 10% Series C Cumulative Preferred Stock (Incorporated by reference to the Company’s Form 8-K, dated April 25, 2012) |
|
|
|
|
|
4.6 |
|
Certificate of Correction to the Amended and Restated Certificate of Designations, Rights, Number of Shares and Preferences of the 10% Series C Cumulative Preferred Stock (Incorporated by reference to the Company’s Form 10-K, dated April 5, 2013) |
|
|
|
|
|
10.1 |
|
Form of securities purchase agreement by and between the Company and purchasers of securities, dated September 19, 2013 (Incorporated by reference to the Company’s Form 8-K, dated September 24, 2013) |
|
|
|
|
|
10.2 |
|
Form of registration rights agreement by and between the Company and purchasers of securities, dated September 19, 2013 (Incorporated by reference to the Company’s Form 8-K, dated September 24, 2013) |
|
|
|
|
|
10.3 |
|
Equity Purchase Agreement between Triad Hunter LLC and the Company dated February 17, 2012 (Incorporated by reference to the Company’s Form 8-K, dated February 17, 2012) |
|
|
|
|
|
10.4 |
|
Registration Rights Agreement dated February 17, 2012 between the Company and Triad Hunter, LLC (incorporated by reference from the registrant’s Annual Report on Form 10-K filed on March 30, 2012) |
|
|
|
|
|
10.5 |
|
Asset Purchase Agreement by and among GreenHunter Water, LLC, Helena Hunter Water Disposal, LLC and Sable Environmental SWD 4, LLC dated June 10, 2013 (incorporated by reference from Form 8-K, dated June 14, 2013) |
|
|
|
|
|
10.6 |
|
Form of Note by and between the Company and purchasers of securities, dated November 14, 2013 (Incorporated by reference to the Company’s Form 8-K, dated November 19, 2013) |
|
|
|
|
|
10.7 |
|
Form of Note between the Company and Gary C. Evans, dated December 12, 2013 (Incorporated by reference to the Company’s Form 8-K, dated December 12, 2013) |
|
|
|
|
|
10.8 |
|
Form of Note by and between the Company and purchasers of securities, dated February 28, 2014 (Incorporated by reference to the Company’s Form 8-K, dated February 28, 2014) |
|
|
|
|
|
10.9 |
|
Asset Purchase Agreement by and among GreenHunter Water, LLC, Kenedy Hunter LLC, Coy City Hunter LLC and Sable Environmental SWD 5, LLC dated January 29, 2014 (Incorporated by reference to the Company’s Form 8-K, dated January 29, 2014) |
|
|
|
|
|
10.10 |
|
Purchase and Sale Agreement between GreenHunter Mesquite Lake, LLC, (“Seller”)and ML Energy Park, LLC, a California limited liability company (“Purchaser”) dated February 19, 2014 (Incorporated by reference to the Company’s Form 8-K, dated January 29, 2014) |
|
|
|
|
|
10.11 |
|
Form of the Company’s Stock Option Agreement (incorporated by reference from the registrant’s Amendment No. 2 to its registration statement on Form S-1, filed on May 18, 2012) |
|
|
|
|
|
10.12 |
|
2013 Long-Term Incentive Compensation Plan (Incorporated by reference to the Company’s Form 10-Q dated June 30, 2013) |
|
|
|
|
|
10.13 |
|
Asset Purchase Agreement by and among GreenHunter Water, LLC, Westhoff Hunter, LLC, and Clear Water Resources Partners, LLC, dated March 26, 2014 (Incorporated by reference to the Company’s Form 8-K, dated March 28, 2014) |
|
|
|
|
|
10.14 |
|
Asset Purchase Agreement by and among GreenHunter Water, LLC, Dilley Hunter, LLC, and Sable Environmental SWD 7, LLC, dated March 11, 2014, as amended (Incorporated by reference to the Company’s Form 8-K, dated March 26, 2014) |
|
|
|
|
|
10.15 |
|
Note Purchase Agreement by and among BAM Administrative Services LLC, as agent, the purchasers from time to time a party hereto and GreenHunter Resources, Inc., dated as of April 14, 2015 (Incorporated by reference to the Company’s Form 8-K, dated April 15, 2015) |
|
|
|
|
|
10.16 |
|
Form of Secured Term Notes (Incorporated by reference to the Company’s Form 8-K, dated April 15, 2015) |
|
|
|
|
|
21.1 |
|
List of Subsidiaries (Incorporated by reference to the Company’s Form 10-K for the year ended December 31, 2014, filed April 15, 2015) |
|
31.1 † |
|
Certifications of the Chief Executive Officer. |
|
31.2 † |
|
Certifications of the Chief Financial Officer. |
|
|
|
|
|
32.1 † |
|
Certifications of the Chief Executive Officer provided pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
|
|
32.2 † |
|
Certifications of the Chief Financial Officer provided pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
† |
Filed herewith |