AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the
Exchange Act of 1934
of Report (Date of earliest event reported): July 15, 2020
Energy Resources, Inc.
name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
||(Commission File Number)
||(IRS Employer Identification No.)|
|5700 W. Plano Parkway, Suite 3600|
|Plano, Texas 75093|
|(Address of principal executive offices)|
– (214) 432-8002
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:
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
registered pursuant to Section 12(b) of the Act:
of each class
of each exchange on which registered|
Stock, $0.001 par value
Nasdaq Stock Market LLC|
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
growth company o
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
July 15, 2020, we entered into new one-year employment agreements with each of John Brda, our President and Chief Executive Officer,
and Roger Wurtele, our Chief Financial Officer. Their previous employment agreements expired in June 2020. Under the
new agreements, Messrs. Brda and Wurtele will continue to receive their same annual salaries of $375,000 and $225,000, with 36%
and 20% of the salaries, respectively, continuing to accrue unpaid until such time as the Board of Directors believes there is
adequate cash for such payment, or as otherwise contemplated in the employment agreement. Each individual will be eligible
for a bonus at the Compensation Committees discretion. Each agreement provides that if there is a change
of control in the company (as defined in the agreement), the employee will be paid in one lump sum any amounts owed to
the employee under the agreement that are accrued and unpaid plus his salary that would be earned through the end of the term
of the agreement. Each employment agreement has a covenant not to compete and provides for expense reimbursement, four
weeks of vacation and certain other benefits.
as part of their employment compensation, the Compensation Committee granted Mr. Brda an option to purchase a total of up to 2,250,000
shares of common stock, including up to 375,000 shares at an exercise price of $0.50 per share and up to 1,875,000 shares at an
exercise price of $1.00 per share, and granted Mr. Wurtele an option to purchase a total of up to 750,000 shares of common stock,
including up to 375,000 shares at an exercise price of $0.50 per share and up to 375,000 shares at an exercise price of $1.00
per share. The options were granted under our Amended and Restated 2015 Stock Option Plan. The options of both executives
will vest upon either (a) the closing of a change of control occurring prior to July 15, 2021, or (b) the company entering into
a letter of intent with a third party prior to July 15, 2021 that contemplates a change of control, and the change of control
transaction closes with that third party (or an affiliate(s) of that third party) at a date not later than July 15, 2022; subject,
however, to acceleration and earlier vesting of all of the options in the event of (i) the termination of employment by the employee
for good reason under his employment agreement or (ii) a determination of the Compensation Committee, at its discretion.
In the event of the death or disability of the employee prior to vesting or if the company terminates the employees employment
for reasons other than for cause under the employment agreement prior to vesting, the option will still vest upon
the occurrence of the events described under clauses (a) or (b) above. The options, to the extent such options have not been exercised,
will terminate and become null and void on July 15, 2025, if and only if the options vest as described above, or on July 15, 2021,
if the options do not vest as described above, subject to the occurrence of the events contemplated under clause (b) above whereby
the options would not terminate until July 15, 2022.
is made to the employment agreements included as exhibits 10.1 and 10.2 to this current report and to the stock option agreements
included as exhibits 10.3 and 10.4 to this current report, the disclosure in which is incorporated herein by reference.
9.01 Financial Statements and Exhibits
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.
Energy Resources, Inc.|
/s/ John A. Brda|