Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
Date of Report: October 26, 2016
(Date of earliest event reported)
Yuma Energy, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE |
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0001672326 |
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81-2235304 |
(State or other
jurisdiction
of
incorporation)
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(Commission File Number) |
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(IRS Employer Identification No.) |
1177 West Loop South, Suite 1825
Houston, Texas 77027
(Address of principal executive offices) (Zip Code)
(713) 968-7000
(Registrant’s telephone number, including area
code)
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Yuma Delaware Merger Subsidiary, Inc.
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(Former name or former address, if changed since last
report)
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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
(17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Introductory Note
On
February 10, 2016, Yuma Energy, Inc., a California corporation
(“Yuma
California”), Yuma Energy, Inc., a Delaware
corporation and wholly-owned subsidiary of Yuma California (the
“Company”),
Delaware Merger Subsidiary, Inc., a Delaware corporation and
wholly-owned subsidiary of the Company (“Merger Subsidiary”), and Davis
Petroleum Acquisition Corp. (“Davis”) entered into an agreement
and plan of merger and reorganization, as subsequently amended on
September 2, 2016 (the “Merger Agreement”), providing for
the merger of Yuma California with and into the Company (the
“Reincorporation
Merger”) and the merger of Merger Subsidiary with and
into Davis (the “Merger”). The Reincorporation
Merger and the Merger were consummated on October 26, 2016. In
connection with the Reincorporation Merger, Yuma California
converted each outstanding share of its 9.25% Series A Cumulative
Redeemable Preferred Stock, no par value per share (the
“Series A Preferred
Stock”), into 35 shares of its common stock, no par
value per share (the “Yuma
California Common Stock”), and then each share of Yuma
California Common Stock was exchanged for one-twentieth of one
share of common stock, $0.001 par value per share, of the Company
(the “Common
Stock”). In connection with the Merger, the Company
issued approximately 7,455,000 shares of Common Stock to former
holders of common stock of Davis and approximately 1,754,000 shares
of Series D Convertible Preferred Stock, $0.001 par value per share
(the “Series D Preferred
Stock”), of the Company, to former holders of Davis
preferred stock. After the Reincorporation Merger and the Merger,
the Company had approximately 12,201,000 shares of Common Stock
issued and outstanding.
Item
1.01.
Entry
into a Material Definitive Agreement.
Credit Facility
In
connection with the closing of the Merger Agreement, on October 26,
2016, the Company and three of its subsidiaries, as the
co-borrowers, entered into a Credit Agreement providing for a $75.0
million three-year senior secured revolving credit facility (the
“Credit
Agreement”) with Société Générale
(“SocGen”), as
administrative agent, SG Americas Securities, LLC
(“SG Americas”),
as lead arranger and bookrunner, and the Lenders signatory thereto
(collectively with SocGen, the “Lender”).
The
initial borrowing base of the credit facility is $44.0 million, and
is subject to redetermination on April 1st and October 1st of each
year with the initial redetermination on January 1, 2017. The
amounts borrowed under the Credit Agreement bear annual interest
rates at either (a) the London Interbank Offered Rate
(“LIBOR”) plus
3.00% to 4.00% or (b) the prime lending rate of SocGen plus 2.00%
to 3.00%, depending on the amount borrowed under the credit
facility and whether the loan is drawn in U.S. dollars or Euro
dollars. Principal amounts outstanding under the credit facility
are due and payable in full at maturity on October 26, 2019. All of
the obligations under the Credit Agreement, and the guarantees of
those obligations, are secured by substantially all of the
Company’s assets. Additional payments due under the Credit
Agreement include paying a commitment fee to the Lender in respect
of the unutilized commitments thereunder. The commitment rate is
0.50% per year of the unutilized portion of the borrowing base in
effect from time to time. The Company is also required to pay
customary letter of credit fees.
The
Credit Agreement contains a number of covenants that, among other
things, restrict, subject to certain exceptions, the
Company’s ability to incur additional indebtedness, create
liens on assets, make investments, enter into sale and leaseback
transactions, pay dividends and distributions or repurchase its
capital stock, engage in mergers or consolidations, sell certain
assets, sell or discount any notes receivable or accounts
receivable, and engage in certain transactions with
affiliates.
In
addition, the Credit Agreement requires the Company to maintain the
following financial covenants: a current ratio of not less than 1.0
to 1.0, total debt to earnings before interest, taxes,
depreciation, depletion, amortization and exploration expenses
(“EBITDAX”)
ratio of not greater than 3.5 to 1.0, and interest expense for the
four fiscal quarters ending on the last day of the fiscal quarter
immediately preceding such date of determination to be less than
2.75 to 1.0. EBITDAX is defined in the Credit Agreement as, for any
period, the sum of consolidated net income for such period plus the
following expenses or charges to the extent deducted from
consolidated net income in such period: interest, income taxes,
depreciation, depletion, amortization, non-cash losses as a result
of changes in fair market value of derivatives, and oil and gas
exploration and abandonment expenses, extraordinary or
non-recurringlosses, other non-cash charges reducing consolidated
net income for such period, minus non-cash income included in
consolidated net income and any extraordinary or non-recurring
items increasing consolidated net income for such period. The
Credit Agreement contains customary affirmative covenants and
defines events of default for credit facilities of this type,
including failure to pay principal or interest, breach of
covenants, breach of representations and warranties, insolvency,
judgment default, and a change of control. Upon the occurrence and
continuance of an event of default, the Lender has the right to
accelerate repayment of the loans and exercise its remedies with
respect to the collateral.
2
The
foregoing description of the Credit Agreement is qualified in its
entirety by the terms of the Credit Agreement, a copy of which is
included with this Current Report on Form 8-K as Exhibit 10.1 and
is incorporated herein by reference.
Indemnification Agreements
In
connection with the consummation of the Reincorporation Merger and
the Merger, on October 26, 2016, the Board of Directors (the
“Board”) of the
Company approved the form of indemnification agreement to be
entered into with each of the Company’s executive officers
and directors (each, an “Indemnification Agreement” and
collectively, the “Indemnification Agreements”)
pursuant to which the Company agrees to indemnify such individuals
in connection with claims brought against them in their capacities
as officers and directors of the Company. Each Indemnification
Agreement also provides each individual with, among other things,
certain expense advancement rights in legal proceedings so long as
such individual undertakes to repay the advancement if it is later
determined that such individual is not entitled to be
indemnified.
The
preceding is a summary of the material provisions of the
Indemnification Agreements and is qualified in its entirety by
reference to the complete text of the form of Indemnification
Agreement included as Exhibit 10.2 to this Current Report on Form
8-K and incorporated herein by reference.
Registration Rights Agreement
As
required under the Merger Agreement, on October 26, 2016, the
Company entered into a Registration Rights Agreement (the
“Registration Rights
Agreement”) with Sam L. Banks, RMCP PIV DPC, LP, RMCP
PIV DPC II, LP, Davis Petroleum Investment, LLC, Sankaty Davis,
LLC, Paul-ECP2 Holdings, LP, HarbourVest Partners VIII –
Buyout Fund L.P., Dover Street VII L.P., Michael S. Reddin, Thomas
E. Hardisty, Susan J. Davis, Gregory P. Schneider, and Steven Enger
(collectively, the “Stockholders”), pursuant to which
the Company agreed to register, at its cost, with the Securities
and Exchange Commission (the “SEC”) the resale of the Common
Stock issued to such holders of Common Stock and the Common Stock
issued upon conversion of the Series D Preferred Stock. The Company
has agreed to file a shelf registration statement (the
“Shelf Registration
Statement”) with the SEC within 180 days after the
closing of the Merger. The Stockholders may request registration no
more than three time during any twelve (12) consecutive months, of
shares having an estimated offering price of greater than $5.0
million. No request may be made after the fourth anniversary of the
effectiveness of the Shelf Registration Statement. In addition, if
the Company files a registration statement within four years of the
effectiveness of the Shelf Registration Statement, it must offer to
the Stockholders the opportunity to include the resale of their
shares in the registration statement, subject to customary
qualifications and limitations.
The
foregoing description of the Registration Rights Agreement is
qualified in its entirety by the terms of the Registration Rights
Agreement, a copy of which is attached to this Current Report on
Form 8-K as Exhibit 10.3 and is incorporated herein by
reference.
Lock-up Agreements
As
required under the Merger Agreement, on October 26, 2016, the
Company entered into a Lock-up Agreement (the “Lock-up Agreement”) with the
Stockholders, pursuant to which the Stockholders are restricted for
a period of 180 days (the “Lock-up Period”) after the closing
of the Merger from offering, pledging, selling, contracting to
sell, selling any option or contract to purchase, purchasing any
option or contract to sell, granting any option, right or warrant
to purchase, lending or otherwise transferring or disposing of any
shares of Common Stock, Series D Preferred Stock or any other class
of the Company’s capital stock (collectively,
“Capital Stock”)
or any other securities convertible into or exercisable or
exchangeable for any Capital Stock, whether now owned or hereafter
acquired by the undersigned during the Lock-Up Period or with
respect to which the undersigned has or hereafter acquires the
power of disposition during the Lock-Up Period, or enter into any
swap or other agreement, arrangement or transaction that transfers
to another, in whole or in part, directly or indirectly, any of the
economic consequence of ownership of any Capital Stock or any
securities convertible into or exercisable or exchangeable for any
Capital Stock. The foregoing restrictions will not apply to certain
other transfers customarily excepted.
The
foregoing description of the Lock-up Agreement is qualified in its
entirety by the terms of the Lock-up Agreement, a form of Lock-up
Agreement is attached to this Current Report on Form 8-K as Exhibit
10.4 and is incorporated herein by reference.
3
Item
2.01.
Completion
of Acquisition or Disposition of Assets.
On
February 10, 2016 and as amended on September 2, 2016 (the
“First
Amendment”), Yuma California, the Company, Merger
Subsidiary, and Davis entered into the Merger Agreement
pursuant to which
(i) Yuma California would merge with and into the Company (the
“Reincorporation
Merger”), the
separate corporate existence of Yuma California would cease and the
Company would be the successor or surviving corporation of the
Reincorporation Merger, and (ii) following the Reincorporation
Merger, Merger Subsidiary would merge with and into Davis (the
“Merger”),
with Davis being the successor or surviving corporation of the
Merger and a wholly owned subsidiary of the Company. The
Reincorporation Merger and the Merger were completed on October 26,
2016. The Company issued press releases regarding the
Reincorporation Merger and the Merger, which are attached to this
Current Report on Form 8-K as Exhibits 99.1 and 99.2,
respectively.
Immediately prior to the consummation of the Reincorporation
Merger, each share of Series A Preferred Stock was converted into
35 shares of Yuma California Common Stock, which included any
accrued and unpaid dividends on the Series A Preferred Stock as of
immediately prior to the consummation of the Reincorporation
Merger. The conversion was approved by the shareholders of Yuma
California.
As part of the consummation of the Reincorporation Merger, a
1-for-20 reverse stock split was effected, whereby (i) each share
of Yuma California Common Stock was converted into one-twentieth of
one share of Common Stock; (ii) each option to acquire Yuma
California Common Stock granted pursuant to Yuma California 2006
Equity Incentive Plan (the “2006
Plan”) and
outstanding immediately prior to the consummation of the
Reincorporation Merger was automatically converted into the right
to receive one-twentieth of one share of Common Stock for each
share of Yuma California Common Stock subject to such option, on
the same terms and conditions applicable to the option to purchase
Common Stock, except that the exercise price of such option was
multiplied by twenty; (iii) each outstanding share of restricted
stock of Yuma California granted pursuant to the Yuma California
2011 Stock Option Plan (the “2011
Plan”) or Yuma
California’s 2014 Long-Term Incentive Plan (the
“2014
Plan”) was
automatically converted into the right to receive one-twentieth of
one share of Common Stock, on the same terms applicable to such
restricted stock award; and (iv) each stock appreciation right
granted pursuant to the 2014 Plan outstanding immediately prior to
the consummation of the Reincorporation Merger, whether vested or
unvested, exercisable or unexercisable, was automatically converted
into the right to receive one-twentieth of one share of Common
Stock for each share of Yuma California Common Stock subject to
such stock appreciation right, on the same terms and conditions
applicable to the stock appreciation right, except that the
exercise price was multiplied by twenty.
Upon
consummation of the Merger, Davis became a wholly owned subsidiary
of the Company and holders of Davis common stock received, in
exchange for such shares of common stock approximately 61.1% or
approximately 7,455,000 shares of the outstanding shares of Common
Stock and the holders of Davis preferred stock received
approximately 1,754,000 shares of the Company’s Series D
Convertible Preferred Stock, $0.001 par value per share (the
“Series D Preferred
Stock”), with a liquidation preference of
approximately $19.4 million and a conversion rate of $11.0471176
per share as described in the Certificate of Designation of the
Series D Preferred Stock (the “Certificate of Designation”) filed
with the Delaware Secretary of State on October 26,
2016.
The
foregoing description of the Reincorporation Merger and the Merger
is only a summary, does not purport to be complete, and is
qualified in its entirety by reference to the Merger Agreement and
the First Amendment, included with this Current Report on Form 8-K
as Exhibit 2.1 and Exhibit 2.1(a), respectively, and incorporated
herein by reference.
The
foregoing description of the Certificate of Designation is only a
summary, does not purport to be complete, and is qualified in its
entirety by reference to the Certificate of Designation, included
with this Current Report on Form 8-K as Exhibit 3.3 and
incorporated herein by reference.
Immediately
following the consummation of the Merger, the Company had
approximately 12,201,000 shares of Common Stock issued and
outstanding. The Common Stock began trading on the NYSE MKT under
the symbol “YUMA” on October 27, 2016. Pursuant to Rule
12g-3(a) adopted under the Securities Exchange Act of 1934, as
amended (the “Exchange
Act”), Yuma became the successor issuer of the Company
and thereby assumed its obligations under Section 12(b) of the
Exchange Act.
4
Item
2.03.
Creation
of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant.
As
discussed in Item 1.01, in connection with the closing of the
Merger, on October 26, 2016, the Company entered into the Credit
Agreement. The description under the heading “Credit
Agreement” under Item 1.01 is incorporated herein by
reference. The Credit Agreement is included with this Current
Report on Form 8-K as Exhibit 10.1 and incorporated herein by
reference.
Item
3.02.
Unregistered
Sales of Equity Securities.
As
discussed in Item 2.01 of this Current Report on Form 8-K, the
Company issued to the former holders of Davis preferred stock
approximately 1,754,000 shares of Series D Preferred Stock. The
issuance of the Series D Preferred Stock was exempt from
registration as a private placement under Section 4(a)(2) of the
Securities Act of 1933, as amended (the “Securities Act”), and
Rule 506 promulgated thereunder, among other
exemptions.
Item
3.03.
Material
Modification to Rights of Security Holders.
See
Item 5.03 which is incorporated by reference in response to this
Item 3.03.
Item
4.01.
Changes
in Registrant’s Certifying Accountant.
PricewaterhouseCoopers
LLP (“PWC”)
served as the independent registered public accounting firm for
Davis (and its subsidiaries) as of and for the fiscal years ended
December 31, 2015 and 2014, and through the closing of the Merger.
Grant Thornton LLP (“Grant
Thornton”) served as the independent registered public
accounting firm for Yuma California. Upon closing of the Merger, it
was determined that Grant Thornton would serve as the independent
registered public accounting firm for the Company. The decision to
engage Grant Thornton following the Merger was made by the audit
committee of the Company’s board of directors as of October
26, 2016 and effective November 1, 2016.
PWC’s
report on Davis’ financial statements as of and for the
fiscal years ended December 31, 2015 and 2014 did not contain an
adverse opinion or disclaimer of opinion, nor were such reports
qualified or modified as to uncertainty, audit scope, or accounting
principles. During the period of PWC’s engagement by Davis,
and the subsequent interim period preceding PWC’s dismissal,
there were no disagreements with PWC on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure, which if not resolved to the
satisfaction of PWC, would have caused it to make a reference to
the subject matter of the disagreement(s) in connection with its
reports covering such periods. In addition, no “reportable
events,” as defined in Item 304(a)(1)(v) of Regulation S-K,
occurred within the period of PWC’s engagement and the
subsequent interim period preceding PWC’s
dismissal.
During
the fiscal years ended December 31, 2015 and 2014, and the
subsequent interim period preceding the engagement of Grant
Thornton, Davis did not consult Grant Thornton regarding either:
(i) the application of accounting principles to a specified
transaction, either completed or proposed; or the type of audit
opinion that might be rendered on Davis’ financial
statements, and either a written report was provided to the Company
or oral advice was provided that Grant Thornton concluded was an
important factor considered by the Company in reaching a decision
as to the accounting, auditing or financial reporting issue; or
(ii) any matter that was the subject of a disagreement or a
“reportable event” (as described in Item 304(a)(1)(v)
of Regulation S-K).
The
Company will provide PWC with a copy of the disclosures made
pursuant to this Item 4.01 and will regquest that PWC furnish a
letter addressed to the SEC stating whether it agrees with such
disclosures, and, if not, stating the respects in which it does not
agree and the Company will include such letter in an amendment to
this Current Report on Form 8-K.
Item
5.01.
Change
in Control of Registrant.
Information
regarding consummation of the Merger set forth in Item 2.01 of this
Current Report on Form 8-K is incorporated by reference herein. The
Merger resulted in a change of control of the Company.
Immediately
following the consummation of the Merger described in Item 2.01,
the former holders of common stock of Davis held approximately
61.1% of the total outstanding Common Stock.
5
Information
with respect to the appointment of executive officers and directors
of the Company following consummation of the Merger is set forth in
Item 5.02 below, which information is incorporated herein by
reference.
Item
5.02.
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of
Certain Officers.
Resignation and Appointment of Directors and Officers
Pursuant
to the terms of the Merger Agreement, the Board was expanded from
five members to seven members. In accordance with the Merger
Agreement, Yuma California appointed three directors and Davis
appointed four directors. Immediately following the effective time
of the Merger, the Company’s directors and executive officers
consist of four of the current directors of Yuma, one of whom was
nominated by Davis, three new independent directors nominated by
Davis, and all of Yuma California’s current executive
officers.
The
following table lists the names and ages and positions of the
individuals who were appointed to serve as directors and executive
officers of Yuma upon completion of the Merger.
Name
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Age
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Position
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Sam L.
Banks
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66
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Director,
President and Chief Executive Officer
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Paul D.
McKinney
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57
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Executive
Vice President and Chief Operating Officer
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James
J. Jacobs
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38
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Chief
Financial Officer, Treasurer and Corporate Secretary
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James
W. Christmas
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68
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Director
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Stuart
E. Davies
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46
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Director
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Frank
A. Lodzinski
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67
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Director
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Neeraj
Mital
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50
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Director
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Richard
K. Stoneburner
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62
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Non-Executive
Chairman of the Board of Directors
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J.
Christopher Teets
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43
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Director
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Ben T.
Morris, a former director of Yuma, resigned at the effective time
of the Merger as provided in the Merger Agreement and not because
of any disagreement with Yuma.
Following
the consummation of the Merger, the Board appointed the following
directors to serve on the following committees of the
Board:
Audit Committee
James
W. Christmas (Chairman)
Stuart
E. Davies
J.
Christopher Teets
Compensation Committee
J.
Christopher Teets (Chairman)
Frank
A. Lodzinski
Richard
K. Stoneburner
Nominating Committee
Neeraj
Mital (Chairman)
James
W. Christmas
Stuart
E. Davies
The
Board has affirmatively determined that each of Messrs. Christmas,
Davies, Lodzinski, Mital, Stoneburner and Teets are independent
under the rules of the NYSE MKT.
The
directors of Company are divided into three classes, designated
Class I, Class II and Class III. The term of office of the initial
Class I directors shall expire at the first regularly scheduled
annual meeting of stockholders following the effective date of the
Merger, the term of office of the initial Class II directors shall
expire at the second annual meeting of stockholders following the
effective date of the Merger and the term of office of the initial
Class III directors shall expire at the third annual meeting of
stockholders following the effective date of the Merger. At each
annual meeting of stockholders, commencing with the first
regularly-scheduled annual meeting of stockholders following the
effective date of the Merger, each of the successors elected to
replace the directors of a Class whose term shall have expired at
such annual meeting shall be elected to hold office until the third
annual meeting next succeeding his or her election and until his or
her respective successor shall have been duly elected and
qualified. Other than as set forth herein, there are no agreements
to retain the same directors for purposes of the first annual
meeting of stockholders or any subsequent meeting of stockholders.
See Amendment E under Item 5.03 for information concerning the
possible termination of the classified board of directors
arrangement described above.
6
Director
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Class
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Term
Expires
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James
W. Christmas
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Class
I
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first
annual meeting of stockholders following the effective date of the
Merger
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Richard
K. Stoneburner
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Class
III
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third
annual meeting of stockholders following the effective date of the
Merger
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Sam L.
Banks
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Class
III
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third
annual meeting of stockholders following the effective date of the
Merger
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Stuart
E. Davies
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Class
I
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|
first
annual meeting of stockholders following the effective date of the
Merger
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Neeraj
Mital
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Class
II
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|
second
annual meeting of stockholders following the effective date of the
Merger
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J.
Christopher Teets
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Class
II
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second
annual meeting of stockholders following the effective date of the
Merger
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Frank
A. Lodzinski
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|
Class
III
|
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third
annual meeting of stockholders following the effective date of the
Merger
|
Set
forth below are descriptions of the backgrounds of the executive
officers and directors of the Company following the Merger and
their principal occupations for the past five years.
Sam L. Banks has been the Company’s or its
predecessor’s Chief Executive Officer and Chairman of the
Board of Directors since September 10, 2014 and also President
since October 10, 2014. He was the Chief Executive Officer and
Chairman of the board of directors of Yuma Co. and its predecessor
since 1983. He was also the founder of Yuma Co. He has 38 years of
experience in the oil and gas industry, the majority of which he
has been leading Yuma Co. Prior to founding Yuma Co., he held the
position of Assistant to the President of Tomlinson Interests, a
private independent oiland gas company. Mr. Banks graduated with a
Bachelor of Arts from Tulane University in New Orleans, Louisiana,
in 1972, and in 1976 he served as Republican Assistant Finance
Chairman for the re-election of President Gerald Ford, under former
Secretary of State, Robert Mosbacher.
Paul D. McKinney has been the Company’s or its
predecessor’s Executive Vice President and Chief Operating
Officer since October 2014. Mr. McKinney served as a petroleum
engineering consultant for Yuma’s predecessor from June 2014
to September 2014 and for Yuma from September 2014 to October 2014.
Mr. McKinney served as Region Vice President, Gulf Coast Onshore,
for Apache Corporation from 2010 through 2013, where he was
responsible for the development and all operational aspects of the
Gulf Coast region for Apache. Prior to his role as Region Vice
President, Mr. McKinney was Manager, Corporate Reservoir
Engineering, for Apache from 2007 through 2010. From 2006 through
2007, Mr. McKinney was Vice President and Director,
Acquisitions& Divestitures for Tristone Capital, Inc. Mr.
McKinney commenced his career with Anadarko Petroleum Corporation
and held various positions with Anadarko over a 23 year period from
1983 to 2006, including his last title as Vice President of
Reservoir Engineering, Anadarko Canada Corporation. Mr. McKinney
has a Bachelor of Science degree in Petroleum Engineering from
Louisiana Tech University.
James J. Jacobs has been the Company’s or its
predecessor’s Chief Financial Officer, Treasurer and
Corporate Secretary since December 2015. He served as Yuma’s
Vice President – Corporate and Business Development
immediately prior to his appointment as Chief Financial Officer in
December 2015 and has been with Yuma since 2013. He has 15 years of
experience in the financial services and energy sector. In 2001,
Mr. Jacobs worked as an Energy Analyst at Duke Capital Partners. In
2003, Mr. Jacobs worked as a Vice President of Energy Investment
Banking at Sanders Morris Harris where he participated in capital
markets financing, mergers and acquisitions, corporate
restructuring and private equity transactions for various sized
energy companies. From 2006 through 2013, Mr. Jacobs was the Chief
Financial Officer, Treasurer and Secretary at Houston America
Energy Corp., where he was responsible for financial accounting and
reporting for U.S. and Colombian operations, as well as capital
raising activities. Mr. Jacobs graduated with a Master’s
Degree in Professional Accounting and a Bachelor of Business
Administration from the University of Texas in 2001.
James W. Christmas has served as a director and member
of Yuma California’s audit and compensation committees since
September 10, 2014 and will continue as a director and member of
the Audit Committee. He has served as a director of Yuma Co. since
November 2013. Mr. Christmas began serving as a director of
Petrohawk Energy Corporation (“Petrohawk”) on July 12, 2006,
effective upon the merger of KCS Energy, Inc. (“KCS”) into Petrohawk. He continued
to serve as a director, and as Vice Chairman of the Board of
Directors, for Petrohawk until BHP Billiton acquired Petrohawk in
August 2011. He also served on the audit committee and the
nominating and corporate governance committee. Mr. Christmas served
as a member of the Board of Directors of Petrohawk, a wholly-owned
subsidiary of BHP Billiton, and as chair of the financial reporting
committee of such board from August 2013 through September 2014.
Since February 2012, Mr. Christmas has served on the board of
directors of Halcón Resources Corporation (“Halcón”) as Lead Outside
Director and serves as chairman of its audit committee. On January
29, 2014, Mr. Christmas was appointed to the Board of Directors of
Rice Energy, Inc., and serves as chairman of its audit committee
and as a member of its compensation committee. He also serves on
the Advisory Board of the Tobin School of Business of St.
John’s University. He served as President and Chief Executive
Officer of KCS from 1988 until April 2003 and Chairman of the Board
and Chief Executive Officer of KCS until its merger into Petrohawk.
Mr. Christmas was a Certified Public Accountant in New York and was
with Arthur Andersen & Co. from 1970 until 1978 before leaving
to join National Utilities & Industries (“NUI”), a diversified energy
company, as Vice President and Controller. He remained with NUI
until 1988, when NUI spun out its unregulated activities that
ultimately became part of KCS. As an auditor and audit manager,
controller and in his role as CEO of KCS, Mr. Christmas was
directly or indirectly responsible for financial reporting and
compliance with SEC regulations, and as such has extensive
experience in reviewing and evaluating financial reports, as well
as in evaluating executive and board performance and in recruiting
directors. He has extensive experience in oil and gas company
growth issues, with a focus on capital structure and business
development strategies. Prior to his appointment as a Director, Mr.
Christmas was a Board Advisor to Yuma Co. from August 2012 through
November 2013. Mr. Christmas received a bachelor’s degree in
accounting and an honorary degree of commercial science from St.
John’s University.
7
Stuart E. Davies, CFA, has served as a director of the
Company since October 26, 2016. Previously, he served as a director
of Davis from 2006 through October 26, 2016. Mr. Davies
also serves as a Managing Director at Bain Capital Credit
(“BCC”). Mr.
Davies joined Bain Capital Credit in 1999. He is a Managing
Director and the Chief Investment Officer of BCC’s
Opportunistic Credit business. He serves as the Portfolio Manager
for the BCC's Credit Opportunities funds and BCC’s separate
accounts in opportunistic credit. Prior to his current role, Mr.
Davies was responsible for investments in the Metals and Mining
sectors and ran BCC’s Middle Market Group from 1999 to 2008.
Previously, he worked at the Prudential Capital Group, where he
originated private placements and managed a portfolio of private
placement investments primarily in the industrial manufacturing,
mining, and service industries. In addition to serving as a
Director of Davis, Mr. Davies serves as a Director of White Oak
Energy and an Advisor of Nicolet Capital Partners, LLC. Mr. Davies
is a Chartered Financial Analyst. He received an M.B.A. from the
MIT Sloan School of Management and a B.A. from Yale
University.
Frank A. Lodzinski has served as a director and member
of Yuma California’s audit committee since September 10, 2014
and will continue as a director and member of the Compensation
Committee of the Company. He has served as a director of Yuma Co.
since August 2012. He has more than 44 years of oil and gas
industry experience. In 1984, Mr. Lodzinski formed Energy Resource
Associates, Inc., which acquired management and controlling
interests in oil and gas limited partnerships, joint ventures and
producing properties. Certain partnerships were exchanged for
common shares of Hampton Resources Corporation in 1992, which Mr.
Lodzinski joined as a director and President. Hampton was sold in
1995 to Bellwether Exploration Company. In 1996, Mr. Lodzinski
formed Cliffwood Oil & Gas Corp. and in 1997, Cliffwood
shareholders acquired a controlling interest in Texoil, Inc., where
Mr. Lodzinski served as a director, Chief Executive Officer and
President. In 2001, Mr. Lodzinski was appointed a director, Chief
Executive Officer and President of AROC, Inc., to manage the
restructuring and ultimate liquidation of that company. In 2003,
AROC completed a monetization of oil and gas assets with an
institutional investor and began a plan of liquidation. In 2004,
Mr. Lodzinski formed Southern Bay Energy, LLC, the general partner
of Southern Bay Oil & Gas, L.P., which acquired the residual
assets of AROC, Inc., where he served as the managing member and
President of Southern Bay Energy, LLC upon its formation. The
Southern Bay entities were merged into GeoResources in April 2007.
Mr. Lodzinski served as a director, Chief Executive Officer and
President of GeoResources, Inc. from April 2007 until its merger
with Halcón in August 2012. He served as President and Chief
Executive Officer of Oak Valley Resources, LLC from its formation
in December 2012 until the closing of its strategic combination
with Earthstone Energy, Inc. (“Earthstone”) in December 2014.
Since December 2014, Mr. Lodzinski has served as Chairman,
President and Chief Executive Officer of Earthstone. He holds a
BSBA degree in Accounting and Finance from Wayne State University
in Detroit, Michigan.
Neeraj Mital has served as a director of the Company
since October 26, 2016. Previously, he served as a director of
Davis from 2009 through October 26, 2016. He was formerly a Senior
Managing Director of Evercore Partners Inc., a New York-based
global investment banking advisory and investment management firm,
and Co-Head of its private equity business. Mr. Mital has
twenty-seven years of experience in principal investing and mergers
and acquisitions. Prior to joining Evercore in 1998, he was a
Managing Director at The Blackstone Group. From 1989 through 1991,
Mr. Mital was withSalomon Brothers Inc. Prior to joining Salomon
Brothers, he was a CPA with Price Waterhouse. Mr. Mital has also
served on the Board of Directors of Sentral Energy, Ltd. since 2015
and alliantgroup, LP since 2006. He received a B.S. in economics
from The Wharton School at the University of
Pennsylvania.
Richard K. Stoneburner has served as a director and
member of Yuma California’s compensation committee since
September 10, 2014 and will continue to serve as a director and
member of the Compensation Committee of the Company. He has served
as a director of Yuma Co. since November 2013. He began his career
as a geologist in 1977. Mr. Stoneburner joined Petrohawk Energy in
2003, where he led Petrohawk’s exploration program from 2005
to 2007 prior to serving as the company’s President and COO
from 2007 to 2011. When BHP Billiton acquired Petrohawk in 2011, he
was appointed President of the North America Shale Production
Division where he managed operations in the Fayetteville Shale, the
Haynesville Shale, the Eagle Ford Shale, and the Permian Basin
divisions. Mr. Stoneburner currently serves on the Board of
Directors of Tamboran Resources Limited and serves as a Managing
Director to the private equity firm Pine Brook Partners. Prior to
his appointment as Director, Mr. Stoneburner was a Board Advisor to
Yuma Co. from July 2013 through November 2013. Mr. Stoneburner has
a bachelor’s degree in geology from the University of Texas
and a master’s degree in geological sciences from Wichita
State University.
8
J. Christopher Teets has served as director of the
Company since October 26, 2016. He has been a partner of Red
Mountain Capital Partners LLC (“Red Mountain”), an investment
management firm, since February 2005. Before joining Red Mountain,
Mr. Teets was an investment banker at Goldman,
Sachs & Co. Mr. Teets joined Goldman,
Sachs & Co. in 2000 and was made a Vice President in 2004.
Prior to Goldman, Sachs & Co., Mr. Teets worked in
the investment banking division of Citigroup. Mr. Teets has
also served as a director of Marlin Business Services Corp., since
May 2010, as a director of Nature’s Sunshine Products, Inc.,
since December 2015 and as a director of Air Transport Services
Group, Inc. since February 2009. Mr. Teets also previously served
as a director of Encore Capital Group, Inc. from May 2007 until
June 2015, and Affirmative Insurance Holdings, Inc., from August
2008 until September 2011. He holds a bachelor’s degree from
Occidental College and an MSc degree from the London School of
Economics.
Employment Agreements
Mr.
Banks entered into an employment agreement with a predecessor to
Yuma California on October 1, 2012 (the “Banks Employment Agreement”) and
as amended on October 26, 2016 (the “Banks Amendment”). Mr. Jacobs
entered into an employment agreement with a predecessor to Yuma
California on July 15, 2013 (the “Jacobs Employment Agreement”). Mr.
McKinney (with Messrs. Banks and Jacobs, collectively, the
“officers”)
entered into an employment agreement with Yuma California on
October 14, 2014 (the “McKinney Employment Agreement”)
and as amended on March 12, 2015 (the “McKinney Amendment” and
collectively with the Banks Employment Agreement, the Banks
Amendment, the Jacobs Employment Agreement and the McKinney
Employment Agreement, the “employment
agreements”).
Under
the terms of the employment agreements, which were assumed by the
Company upon the closing of the Reincorporation Merger, Messrs.
Banks, Jacobs and McKinney currently receive annual base salaries
in the amount of $425,000, $275,000, and $350,000, respectively,
subject to any increase the Compensation Committee may deem
appropriate from time to time. In addition, the officers are
eligible to receive one or more annual cash bonuses and grants of
stock options, stock appreciation rights, restricted stock or other
equity-related awards from the Company’s equity compensation
plans, as determined by the Compensation Committee. Each of the
employment agreements of Messrs. Banks and Jacobs is on a
month-to-month basis and may be terminated with 60 days’
notice. Mr. McKinney’s employment agreement provides that it
may not be terminated during the initial term of two years
beginning on October 14, 2014, except for his resignation due to
illness, death or termination by the Company for cause (as defined
in the employment agreement).
The
employment agreements include severance provisions that apply upon
certain involuntary terminations of employment. As a condition to
the payment of any severance benefit described below, the Company
may require the officer to execute and not revoke a release of
claims in favor of the Company. The employment agreements also
contain certain restrictive covenants, including the obligation not
to compete against the Company and a confidentiality requirement.
In the event the officer violates these restrictive covenants, the
Company may cease paying all severance benefits to the officer and
may recover an amount equal to any severance benefits previously
paid to the officer under the agreement.
The
employment agreements provide that in the event of a termination of
employment by the Company for cause or by the officer without good
reason, the officer will be entitled to accrued but unpaid base
salary and benefits through the date of termination but will
forfeit any other compensation from the Company.
In the
event that Mr. Banks’ employment is terminated by him for
good reason (as defined in his employment agreement), then he will
be entitled to receive (i) any earned but unpaid bonus, (ii)
continued payments of base salary for a period of 24 months,
assuming continued compliance with restrictive covenants and
execution and non-revocation of a release of claims, and (iii)
either the provision of continued participation in the
Company’s health insurance plans or the payment of Mr.
Banks’ premiums for continued health insurance pursuant to
the Consolidated Omnibus Budget Reconciliation Act of 1985
(“COBRA”), for a
period of 24 months.
The
employment agreements also contain customary confidentiality and
non-solicitation provisions. The non-solicitation provisions of the
employment agreements prohibit the officers from soliciting for
employment any employee of the Company or any person who was an
employee of the Company. This prohibition applies during the
officer’s employment with the Company and for two years
following the termination of his employment and extends to offers
of employment for his own account or benefit or for the account or
benefit of any other person, firm or entity, directly or
indirectly.
9
The
foregoing description of the Banks Employment Agreement, the Banks
Amendment, the Jacobs Employment Agreement, the McKinney Employment
Agreement and the McKinney Amendment are qualified in their
entirety by the terms of such agreements, a copy of which are
attached to this Current Report on Form 8-K as Exhibit 10.5,
Exhibit 10.5(a), Exhibit 10.6, Exhibit 10.7 and Exhibit 10.7(a),
respectively, and are incorporated herein by
reference.
Assumption and Amendment of the Yuma Energy, Inc. 2014 Long-Term
Incentive Plan
At its
meeting on February 10, 2016, the Board approved the assumption of
the 2014 Plan, which became effective as of October 26, 2016 upon
the closing of the Reincorporation Merger (the “2014 Plan Effective Date”). As
part of the Merger, Yuma California’s shareholders approved
an amendment (the “2014 Plan
Amendment”) to the 2014 Plan, which increased the
shares available under the 2014 Plan by 2,050,000 shares and
approved award limits after accounting for the 1-for-20 reverse
stock split.
Eligible Individuals. The persons eligible to receive awards
are the employees, consultants and directors of the Company and its
affiliates (other than individuals who were employed by, or
providing services to, the Company or its subsidiaries at the time
the Reincorporation Merger was consummated).
Administration. The 2014 Plan is administered by the
Compensation Committee. The Compensation Committee has full
authority to select the individuals who will receive awards, to
determine the form and amount of each of the awards to be granted
and to establish the terms and conditions of the
awards.
Shares Issuable and Award Limits. Following the Plan
Effective Date, there were approximately 76,358 shares of Common
Stock that were subject to outstanding restricted stock awards and
approximately 102,806 shares of Common Stock that were subject to
stock appreciation rights granted by Yuma California and that were
assumed by the Company. After the Reincorporation Merger, there are
approximately 2,128,066 shares of Common Stock available for awards
under the 2014. In order to reflect the reverse stock split as part
of the Reincorporation Merger, one (1) share of Common Stock was
exchanged for every twenty (20) shares of Yuma California Common
Stock, appropriate adjustments were made to the number of shares
issuable upon vesting of restricted stock awards.
Amendment and Termination. The Board may amend or terminate
the 2014 Plan at any time, subject to stockholder approval to the
extent required to satisfy any applicable law or securities
exchange listing requirements. No amendment, modification or
termination of the 2014 Plan will adversely affect any award
previously granted pursuant to the 2014 Plan without the
participant’s consent.
Assumed Awards. The table set forth below summarizes the
unvested restricted stock awards under the 2014 Plan that were
assumed by the Company and held by individuals who became named
executive officers of the Company following consummation of the
Reincorporation Merger:
Name
|
Title
|
Number of Shares
of Common Stock Underlying Unvested Restricted Stock Awards Granted
Under the 2014 Plan (#)(1)
|
Number of Shares
of Common Stock Underlying the Stock Appreciation Right Awards
Granted Under the 2014 Plan (#)(1)(2)
|
Sam L.
Banks
|
President and Chief
Executive Officer
|
23,227
|
19,020
|
Paul D.
McKinney
|
Executive Vice
President and Chief Operating Officer
|
18,057
|
15,651
|
James J.
Jacobs
|
Chief Financial
Officer
|
10,922
|
8,944
|
(1) As
adjusted to reflect the 1-for-20 reverse stock split.
(2)
Exercise price for each of the stock appreciation right is $12.10
per share after accounting for the 1-for-20 reverse stock
split.
Additional
details of the 2014 Plan are included in the registration statement
on Form S-4 declared effective by the SEC on September 22, 2016,
under the heading “Amendment to the Yuma 2014 Long-Term
Incentive Plan Proposal.” The foregoing description of the
2014 Plan and the 2014 Plan Amendment are qualified in their
entirety by the terms of the 2014 Plan and the 2014 Plan Amendment,
a copy of which are attached to this Current Report on Form 8-K as
Exhibit 10.8 and Exhibit 10.8(a), respectively, and are
incorporated by reference herein.
10
Amendment and Assumption of the Yuma 2011 Stock Option
Plan
At its
meeting on February 10, 2016, the Board approved the assumption of
the Yuma 2011 Stock Option Plan (the “2011 Plan”), which became
effective as of October 26, 2016 upon the closing of the
Reincorporation Merger (the “2011 Plan Effective Date”). The
amendment of the 2011 Plan was intended to reflect the assumption
of the 2011 Plan by the Company.
Eligible Individuals. The persons eligible to receive awards
are the employees, consultants and directors of the Company and its
affiliates (other than individuals who were employed by, or
providing services to, the Company or its subsidiaries at the time
the Reincorporation Merger was consummated).
Administration. The 2011 Plan is administered by the
Compensation Committee. The Compensation Committee has full
authority to select the individuals who will receive awards, to
determine the form and amount of each of the awards to be granted
and to establish the terms and conditions of the
awards.
Shares Issuable and Award Limits. Following the Plan
Effective Date, there were approximately 2,878 shares of Common
Stock that were subject to outstanding restricted stock awards
granted by Yuma California or its predecessor and that were assumed
by the Company. Further, on September 11, 2014, the board of
directors of Yuma California determined that no additional awards
would be granted under the 2011 Plan.
In
order to reflect the reverse stock split as part of the
Reincorporation Merger, one (1) share of Common Stock was exchanged
for every twenty (20) shares of Yuma California Common Stock,
appropriate adjustments were made to the number of shares issuable
upon vesting of restricted stock awards.
Amendment and Termination. The Board may amend or terminate
the 2011 Plan at any time, subject to stockholder approval to the
extent required to satisfy any applicable law or securities
exchange listing requirements. No amendment, modification or
termination of the 2011 Plan will adversely affect any award
previously granted pursuant to the 2011 Plan without the
participant’s consent.
Assumed Awards. The table set forth below summarizes the
unvested restricted stock awards under the 2011 Plan that were
assumed by the Company and held by individuals who became named
executive officers of the Company following consummation of the
Reincorporation Merger:
Name
|
Title
|
Number of Shares
of Common Stock Underlying Unvested Restricted Stock Awards Granted
Under the 2011 Plan (#)*
|
Sam L.
Banks
|
President and Chief
Executive Officer
|
1,893
|
Paul D.
McKinney
|
Executive Vice
President and Chief Operating Officer
|
-
|
James J.
Jacobs
|
Chief Financial
Officer
|
707
|
* As
adjusted to reflect the 1-for-20 reverse stock split.
The
foregoing description of the 2011 Plan is qualified in its entirety
by the terms of the 2011 Plan, a copy of which is included with
this Current Report on Form 8-K as Exhibit 10.9 and is incorporated
herein by reference.
Amendment and Assumption of the Yuma 2006 Equity Incentive
Plan
At its
meeting on February 10, 2016, the Board approved the assumption of
the Yuma 2006 Equity Incentive Plan (the “2006 Plan”), which became
effective as of October 26, 2016 upon the closing of the
Reincorporation Merger (the “2006 Plan Effective Date”). The
amendment of the 2006 Plan was intended to reflect the assumption
of the 2006 Plan by the Company.
Eligible Individuals. The persons eligible to receive awards
are the employees, consultants and directors of the Company and its
affiliates (other than individuals who were employed by, or
providing services to, the Company or its subsidiaries at the time
the Reincorporation Merger was consummated).
11
Administration. The 2011 Plan is administered by the
compensation committee of the Board (the “Compensation Committee”). The
Compensation Committee has full authority to select the individuals
who will receive awards, to determine the form and amount of each
of the awards to be granted and to establish the terms and
conditions of the awards.
Shares Issuable and Award Limits. Following the Plan
Effective Date, there were approximately 5,000 shares of Common
Stock that were subject to outstanding stock option awards granted
by Yuma California or its predecessor and that were assumed by the
Company. Further, on September 11, 2014, the board of directors of
Yuma California determined that no additional awards would be
granted under the 2006 Plan.
In
order to reflect the reverse stock split as part of the
Reincorporation Merger, one (1) share of Common Stock was exchanged
for every twenty (20) shares of Yuma California Common Stock,
appropriate adjustments were made to the number of shares issuable
upon vesting of stock option awards along with adjustments to the
exercise price.
Amendment and Termination. The Board may amend or terminate
the 2006 Plan at any time, subject to stockholder approval to the
extent required to satisfy any applicable law or securities
exchange listing requirements. No amendment, modification or
termination of the 2006 Plan will adversely affect any award
previously granted pursuant to the 2006 Plan without the
participant’s consent.
Assumed Awards. None of the awards assumed by the Company
under the 2006 Plan are held by individuals who became named
executive officers of the Company following consummation of the
Reincorporation Merger:
The
foregoing description of the 2006 Plan is qualified in its entirety
by the terms of the 2006 Plan, a copy of which is included with
this Current Report on Form 8-K as Exhibit 10.10 and is
incorporated herein by reference.
Item
5.03.
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year
In
connection with the consummation of the Reincorporation Merger and
effective October 26, 2016, the Company filed an amendment (the
“Amendment”) to
its Certificate of Incorporation to change its name from Yuma
Delaware Merger Subsidiary, Inc. to Yuma Energy, Inc. and
subsequently filed the Amended and Restated Certificate of
Incorporation of the Company (the “Restated Certificate”) with the
Delaware Secretary of State. In addition, effective October 26,
2016, the Company adopted the Amended and Restated Bylaws of the
Company (the “Bylaws”).
The
summary of the Amendment, the Restated Certificate and the Bylaws
are qualified in their entirety by the terms of the Amendment, the
Restated Certificate and the Bylaws, which are included with this
Current Report on Form 8-K as Exhibit 3.1, Exhibit 3.2 and Exhibit
3.4, respectively, and they and incorporated herein by
reference.
In
connection with consummation of the Merger and effective October
26, 2016, the Company filed with the Delaware Secretary of State a
Certificate of Designation of the Series D Convertible Preferred
Stock (the “Certificate of
Designation”). The Certificate of Designation is
included with this Current Report on Form 8-K as Exhibit 3.3 and
incorporated by reference herein.
Item
5.05.
Amendments
to the Registrant’s Code of Ethics, or Waiver of a Provision
of the Code of Ethics.
Effective
October 26, 2016, the Company adopted its Corporate Code of
Business Conduct and Ethics (the “Code”).
A copy
of the Code is filed as Exhibit 14 to this Current Report on Form
8-K and incorporated herein by reference.
The
Company intends to post the Code on its website at
www.yumaenergyinc.com and to post any amendments to or any waivers
from a provision of the Code on its website.
Item
8.01.
Other
Events
On
October 26, 2016, the Company issued press releases disclosing the
voting results from the special meeting of shareholders of Yuma
California and announcing the closing of the Reincorporation Merger
and the Merger with Davis. A copy of the press releases are
included with this Current Report on Form 8-K as Exhibits 99.1 and
99.2, respectively, and incorporated herein by
reference.
12
Item
9.01.
Financial
Statements and Exhibits
(a)
Financial Statements of Business
Acquired.
The
financial statements of Davis required by Regulation S-X will be
filed by amendment to this Current Report on Form 8-K. The
amendment will be filed with the SEC no later than 71 calendar days
after the date this Current Report on Form 8-K is required to be
filed with the SEC.
(b)
Pro Forma Financial
Information.
The pro
forma financial statements required by Item 9.01(b) of this Current
Report on Form 8-K are not being filed herewith. The pro forma
financial information required by Item 9.01(b) of this Current
Report on Form 8-K, with respect to the Merger described in Item
2.01 herein, will be filed by amendment no later than 71 days after
the date on which the Merger was completed.
(d)
Exhibits.
The
following exhibits are included with this Current Report on form
8-K:
|
Exhibit
No.
|
|
Description
|
|
|
|
|
|
|
|
2.1
|
|
Agreement
and Plan of Merger and Reorganization dated as of February 10,
2016, by and among Yuma Energy, Inc., Yuma Delaware Merger
Subsidiary, Inc., Yuma Merger Subsidiary, Inc. and Davis Petroleum
Acquisition Corp. (incorporated by reference to Exhibit 2.1 to
the Current Report on Form 8-K/A filed by Yuma Energy, Inc. (SEC
File No.: 001-32989) with the SEC on February 16,
2016).
|
|
|
|
|
|
|
|
2.1(a)
|
|
First
Amendment to the Agreement and Plan of Merger and Reorganization
dated as of September 2, 2016, by and among Yuma Energy, Inc., Yuma
Delaware Merger Subsidiary, Inc., Yuma Merger Subsidiary, Inc. and
Davis Petroleum Acquisition Corp. (incorporated by reference to
Exhibit 2.1 to the Current Report on Form 8-K filed by Yuma
Energy, Inc. (SEC File No.: 001-32989) with the SEC on September 6,
2016).
|
|
|
|
|
|
|
|
|
Amendment
to the Certificate of Incorporation of Yuma Energy, Inc. dated
October 26, 2016.
|
||
|
|
|
|
|
|
|
Amended
and Restated Certificate of Incorporation of Yuma Energy, Inc.
dated October 26, 2016.
|
||
|
|
|
|
|
|
|
Certificate
of Designation of the Series D Convertible Preferred Stock of Yuma
Energy, Inc. dated October 26, 2016.
|
||
|
|
|
|
|
|
|
Amended
and Restated Bylaws of Yuma Energy, Inc. dated October 26,
2016.
|
||
|
|
|
|
|
|
|
Credit
Agreement dated as of October 26, 2016, among Yuma Energy, Inc.,
Yuma Exploration and Production Company, Inc., Pyramid Oil LLC,
Davis Petroleum Corp., Société Générale, SG
Americas Securities, LLC and the lenders party
thereto.
|
||
|
|
|
|
|
|
|
Form of
Indemnification Agreement.
|
||
|
|
|
|
|
|
|
Registration
Rights Agreement dated October 26, 2016.
|
||
|
|
|
|
|
|
|
Form of
Lock-up Agreement.
|
||
|
|
|
|
|
|
10.5
|
|
Employment
Agreement dated October 1, 2012 between Yuma Energy, Inc. and Sam
L. Banks (incorporated by
reference to Exhibit 10.8 to the Registration Statement on
Form S-4 filed by Yuma Energy, Inc. (SEC File No.: 001-32989) with
the SEC on August 4, 2014).
|
|
|
|
|
|
|
|
|
First
Amendment to the Employment Agreement dated October 26, 2016,
between Yuma Energy, Inc. and Sam L. Banks.
|
||
|
|
|
|
13
|
10.6
|
|
Employment
Agreement dated July 15, 2014, between Yuma Energy, Inc. and James
J. Jacobs (incorporated by reference to Exhibit 10.7 to the
Registration Statement on Form S-4 filed by the Registrant with the
SEC on June 17, 2016).
|
|
|
|
|
|
|
|
10.7
|
|
Employment
Agreement dated October 14, 2014, between Yuma Energy, Inc. and
Paul D. McKinney (incorporated by reference to
Exhibit 10.1 to the Quarterly Report on Form 10-Q filed by
Yuma Energy, Inc. (SEC File No.: 001-32989) with the SEC on
November 14, 2014).
|
|
|
|
|
|
|
|
10.7(a)
|
|
Amendment
to the Employment Agreement dated March 12, 2015, between Yuma
Energy, Inc. and Paul D. McKinney (incorporated by reference to
Exhibit 10.1 to the Current Report on Form 8-K filed by Yuma
Energy, Inc. (SEC File No.: 001-32989) with the SEC on March 17,
2015).
|
|
|
|
|
|
|
|
10.8
|
|
Yuma
Energy, Inc. 2014 Long-Term Incentive Plan (incorporated by
reference to Exhibit 10.6 to the Current Report on Form 8-K
filed by Yuma Energy, Inc. (SEC File No.: 001-32989) with the SEC
on September 16, 2014).
|
|
|
|
|
|
|
|
|
Amendment
to the Yuma 2014 Long-Term Incentive Plan dated October 26,
2016.
|
||
|
|
|
|
|
|
10.9
|
|
Yuma
Energy, Inc. 2011 Stock Option Plan (incorporated by reference to
Exhibit 10.5 to the Current Report on Form 8-K filed by Yuma
Energy, Inc. (SEC File No.: 001-32989) with the SEC on September
16, 2014).
|
|
|
|
|
|
|
|
10.10
|
|
Yuma
Energy, Inc. 2006 Equity Incentive Plan (incorporated by reference
to Exhibit 4.3 to the Registration Statement on Form S-8 filed
by Yuma Energy, Inc. (SEC File No.: 001-32989) with the SEC on July
21, 2011).
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Code of
Ethics.
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Press
release announcing completion of Reincorporation Merger dated
October 26, 2016.
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Press
release announcing completion of the Merger with Davis dated
October 26, 2016.
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14
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 hereunto duly authorized.
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YUMA ENERGY, INC.
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By:
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/s/ Sam
L. Banks
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Name:
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Sam L.
Banks
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Date:
November 1, 2016
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Title:
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President
and Chief Executive Officer
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15
EXHIBIT
INDEX
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Exhibit
No.
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Description
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2.1
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Agreement
and Plan of Merger and Reorganization dated as of February 10,
2016, by and among Yuma Energy, Inc., Yuma Delaware Merger
Subsidiary, Inc., Yuma Merger Subsidiary, Inc. and Davis Petroleum
Acquisition Corp. (incorporated by reference to Exhibit 2.1 to
the Current Report on Form 8-K/A filed by Yuma Energy, Inc. (SEC
File No.: 001-32989) with the SEC on February 16,
2016).
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2.1(a)
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First
Amendment to the Agreement and Plan of Merger and Reorganization
dated as of September 2, 2016, by and among Yuma Energy, Inc., Yuma
Delaware Merger Subsidiary, Inc., Yuma Merger Subsidiary, Inc. and
Davis Petroleum Acquisition Corp. (incorporated by reference to
Exhibit 2.1 to the Current Report on Form 8-K filed by Yuma
Energy, Inc. (SEC File No.: 001-32989) with the SEC on September 6,
2016).
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Amendment
to the Certificate of Incorporation of Yuma Energy, Inc. dated
October 26, 2016.
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Amended
and Restated Certificate of Incorporation of Yuma Energy, Inc.
dated October 26, 2016.
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Certificate
of Designation of the Series D Convertible Preferred Stock of Yuma
Energy, Inc. dated October 26, 2016.
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Amended
and Restated Bylaws of Yuma Energy, Inc. dated October 26,
2016.
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Credit
Agreement dated as of October 26, 2016, among Yuma Energy, Inc.,
Yuma Exploration and Production Company, Inc., Pyramid Oil LLC,
Davis Petroleum Corp., Société Générale, SG
Americas Securities, LLC and the lenders party
thereto.
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Form of
Indemnification Agreement.
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Registration
Rights Agreement dated October 26, 2016.
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Form of
Lock-up Agreement.
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10.5
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Employment
Agreement dated October 1, 2012 between Yuma Energy, Inc. and Sam
L. Banks (incorporated by
reference to Exhibit 10.8 to the Registration Statement on
Form S-4 filed by Yuma Energy, Inc. (SEC File No.: 001-32989) with
the SEC on August 4, 2014).
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First
Amendment to the Employment Agreement dated October 26, 2016,
between Yuma Energy, Inc. and Sam L. Banks.
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10.6
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Employment
Agreement dated July 15, 2014, between Yuma Energy, Inc. and James
J. Jacobs (incorporated by reference to Exhibit 10.7 to the
Registration Statement on Form S-4 filed by the Registrant with the
SEC on June 17, 2016).
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10.7
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Employment
Agreement dated October 14, 2014, between Yuma Energy, Inc. and
Paul D. McKinney (incorporated by reference to
Exhibit 10.1 to the Quarterly Report on Form 10-Q filed by
Yuma Energy, Inc. (SEC File No.: 001-32989) with the SEC on
November 14, 2014).
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10.7(a)
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Amendment
to the Employment Agreement dated March 12, 2015, between Yuma
Energy, Inc. and Paul D. McKinney (incorporated by reference to
Exhibit 10.1 to the Current Report on Form 8-K filed by Yuma
Energy, Inc. (SEC File No.: 001-32989) with the SEC on March 17,
2015).
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10.8
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Yuma
Energy, Inc. 2014 Long-Term Incentive Plan (incorporated by
reference to Exhibit 10.6 to the Current Report on Form 8-K
filed by Yuma Energy, Inc. (SEC File No.: 001-32989) with the SEC
on September 16, 2014).
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16
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Amendment
to the Yuma 2014 Long-Term Incentive Plan dated October 26,
2016.
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10.9
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Yuma
Energy, Inc. 2011 Stock Option Plan (incorporated by reference to
Exhibit 10.5 to the Current Report on Form 8-K filed by Yuma
Energy, Inc. (SEC File No.: 001-32989) with the SEC on September
16, 2014).
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10.10
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Yuma
Energy, Inc. 2006 Equity Incentive Plan (incorporated by reference
to Exhibit 4.3 to the Registration Statement on Form S-8 filed
by Yuma Energy, Inc. (SEC File No.: 001-32989) with the SEC on July
21, 2011).
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Code of
Ethics.
|
||
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|
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Press
release announcing completion of Reincorporation Merger dated
October 26, 2016.
|
||
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Press
release announcing completion of the Merger with Davis dated
October 26, 2016.
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17