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 (Date of earliest event reported)
November
15, 2018
American Resources Corporation
(Exact
name of registrant as specified in its charter)
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Florida
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000-55456
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46-3914127
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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9002 Technology Lane
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46038
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(Address
of principal executive offices)
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(Zip
Code)
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(317)
855-9926
(Registrant’s telephone number, including
area code)
(Former
name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K fi
ling 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 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
FORWARD LOOKING STATEMENTS
This Form 8-K and other reports filed by Registrant from time to
time with the Securities and Exchange Commission (collectively the
“Filings”) contain or may contain forward looking
statements and information that are based upon beliefs of, and
information currently available to, Registrant’s management
as well as estimates and assumptions made by Registrant’s
management. When used in the filings the words
“anticipate”, “believe”,
“estimate”, “expect”, “future”,
“intend”, “plan” or the negative of these
terms and similar expressions as they relate to Registrant or
Registrant’s management identify forward looking statements.
Such statements reflect the current view of Registrant with respect
to future events and are subject to risks, uncertainties,
assumptions and other factors relating to Registrant’s
industry, Registrant’s operations and results of operations
and any businesses that may be acquired by Registrant. Should one
or more of these risks or uncertainties materialize, or should the
underlying assumptions prove incorrect, actual results may differ
significantly from those anticipated, believed, estimated,
expected, intended or planned.
Although Registrant believes that the expectations reflected in the
forward looking statements are reasonable, Registrant cannot
guarantee future results, levels of activity, performance or
achievements. Except as required by applicable law, including the
securities laws of the United States, Registrant does not intend to
update any of the forward-looking statements to conform these
statements to actual results.
In this
Current Report on Form 8-K, “Company,” “our
company,” “us,” and “our” refer to
American Resources Corporation, unless the context requires
otherwise.
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
On
November 15, 2018, the following individuals were appointed as new
Independent Directors for our Company:
Item 5.02 (d) New Directors
Directors:
Randal Stephenson – Independent Director
Randal
Stephenson, age 58, brings over 25 years of experience and
relationships in the finance, private equity, and investment
banking sector to advise and assist American Resources as the
company continues its path of growth. He is co-founder and CEO of a
boutique FINRA-licensed broker dealer focused in the natural
resources industry and has started and expanded several successful
investment banking platforms at Merrill Lynch, Jefferies, CIT Group
and Duff & Phelps. He has worldwide relationships with
corporations, financial sponsors, entrepreneurs and governments and
has closed over 200 transactions valued in excess of $40 billion.
Mr. Stephenson graduated with a Bachelor of Arts degree from the
University of Michigan, Ann Arbor and has a Master of Business
Administration degree from Harvard University and his Juris
Doctorate (with honors) from Boston College Law School. The Board
nominated Randal to serve as a director because of his leadership
experience and leadership in the finance industry and assisting
companies with capital raising.
On
November 15, 2018, effective immediately, the Board appointed Mr.
Stephenson to Chairman of the Audit Committee and member of the
Compensation Committee, having previously determined that he
satisfies all applicable requirements to serve on such
Committees.
Ian Sadler – Independent Director
Ian
Sadler, Age 67, brings decades of direct leadership and experience
in the steel industry and has demonstrated expertise in
successfully leading rapidly-growing companies, optimizing
operational efficiencies and performance enhancements to advise
American Resources with its operations as it continues to grow.
Prior to retirement, Mr. Sadler was the President and CEO of Miller
Centrifugal Casting International in Cecil, PA. He has a history of
leadership with the Pennsylvania Foundry Group, Shenango LLC,
Johnstown Corporation, Blaw-Knox Corp., and National Roll Company.
Mr. Sadler received his Bachelor’s Degree, with First Class
Honors, and Master’s Degree in Metallurgy from Cambridge
University and was a prior President of the American Institute of
Mining, Metallurgical, and Petroleum Engineers (AIME) and
previously served as President of the Iron and Steel Society. The
Board nominated Ian to serve as a director because of his executive
management experience and experience with growing companies in an
efficient and cost-effective manner.
On
November 15, 2018, effective immediately, the Board appointed Mr.
Sadler to Chairman of the Compensation Committee and member of the
Audit Committee, having previously determined that he satisfies all
applicable requirements to serve on such Committees.
Courtenay Taplin – Independent Director
Courtenay
Taplin, age 69, brings over 40 years of experience of sourcing and
supplying iron ore, coke and metallurgical coal to the steel
industry to assist and advise American Resources with their supply
chain, logistics, and customer strategy. He has a vast knowledge of
both the global and domestic marketplace where he works with both
suppliers and consumers. Mr. Taplin currently manages his own
company as Managing Director of Compass Point Resources, LLC which
he founded in 2007. His prior experience includes Crown Coal &
Coke Company and Pickands Mather & Company out of Cleveland,
OH. Mr. Taplin attended Hobart College and received his degree from
Case Western Reserve University. The Board nominated Courtenay to
serve as a director because of his experience and relationships in
the raw materials and coking sector and his experience in managing
growing businesses.
On
November 15, 2018, effective immediately, the Board appointed Mr.
Taplin as Member of the Audit Committee, having previously
determined that he satisfies all applicable requirements to serve
on such Committees.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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AMERICAN
RESOURCES CORPORATION
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Date November 15,
2018
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By:
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/s/
Mark
C. Jensen
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Name:
Mark C.
Jensen
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Title:
CEO/Chairman of the
Board
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