Unassociated Document
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): July 6, 2009 (June 30,
2009)
TETON
ENERGY CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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001-31679
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84-1482290
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(State
of incorporation)
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(Commission
File No.)
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(IRS
Employer
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Identification
No.)
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600
17th Street, Suite 600 North
Denver,
CO 80202
(Address
of principal executive offices, including zip code)
(303) 565-4600
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
INFORMATION ABOUT FORWARD-LOOKING
STATEMENTS
This
Current Report on Form 8-K of Teton Energy Corporation (“Teton,” the “Company,”
“we,” “us” or “our”), and the documents incorporated by reference, contain both
historical and “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. Forward-looking statements,
written, oral or otherwise made, represent the Company’s expectation or belief
concerning future events. All statements, other than statements of historical
fact, are or may be forward-looking statements. For example, statements
concerning projections, predictions, expectations, estimates or forecasts, and
statements that describe our objectives, future performance, plans or goals are,
or may be, forward-looking statements. These forward-looking statements reflect
management’s current expectations concerning future results and events and can
generally be identified by the use of words such as “may,” “will,” “should,”
“could,” “would,” “likely,” “predict,” “potential,” “continue,” “future,”
“estimate,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “foresee,” and
other similar words or phrases, as well as statements in the future
tense.
Forward-looking
statements involve known and unknown risks, uncertainties, assumptions, and
other important factors that may cause our actual results, performance, or
achievements to be different from any future results, performance and
achievements expressed or implied by these statements. The following important
risks and uncertainties could affect our future results, causing those results
to differ materially from those expressed in our forward-looking
statements:
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Our
ability to execute our Feasibility Plan in order to sustain our ability to
continue as a going concern;
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Our
ability to service current and future indebtedness and comply with the
covenants related to the debt
facilities;
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General
economic and political conditions, including governmental energy policies,
tax rates or policies, inflation rates and constrained credit
markets;
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The
market price of, and supply/demand balance for, oil and natural
gas;
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Our
success in completing development and exploration activities, when and if
we are able to resume those activities;
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Reliance
on outside operating companies for drilling and development of our
non-operated oil and gas properties;
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Expansion
and other development trends of the oil and gas
industry;
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Acquisitions
and other business opportunities that may be presented to and pursued by
us;
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Our
ability to integrate our acquisitions into our company structure;
and
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Changes
in laws and regulations.
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These
factors are not necessarily all of the important factors that could cause actual
results to differ materially from those expressed in any of our forward-looking
statements. Other factors, including unknown or unpredictable ones could also
have material adverse effects on our future results.
The
forward-looking statements included in this Current Report are made only as of
the date set forth on the front of the document. We expressly disclaim any
intent or obligation to update any forward-looking statements to reflect new
information, subsequent events, changed circumstances, or
otherwise.
SECTION
5 — CORPORATE GOVERNANCE AND MANAGEMENT.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On July
1, 2009, Teton Energy Corporation (the “Company”) appointed Jonathan Bloomfield,
currently the Company’s Director of Strategic Planning, to serve as Executive
Vice President and Chief Financial Officer of the Company, effective as of July
1, 2009, replacing Lonnie Brock, who resigned from these positions effective as
of June 30, 2009.
Mr. Bloomfield, age 36, joined the
Company in March 2008, and since that time has served as the Company’s Director
of Strategic Planning and Manager of Financial Planning. Prior to
joining the Company, from 2004 to 2008, Mr. Bloomfield served as Manager of
Financial Planning and Analysis at Gunnison Energy Corporation, a Denver-based
privately owned exploration and production company. From 2001 to
2004, he performed investor relations and corporate finance duties for Westport
Resources Corporation, until its merger with Kerr-McGee Corporation in
2004. Mr. Bloomfield earned a Masters of Finance degree from the
University of Colorado-Denver and earned a B.S. degree in economics and business
from the Colorado School of Mines.
On July
1, 2009 (the “Effective Date”), the Company entered into an Employment Agreement
(the “Agreement”) with Mr. Bloomfield. The Agreement is for a term of one year
from the Effective Date, and is automatically renewable for successive one-year
periods unless terminated by Mr. Bloomfield or the Company. Mr. Bloomfield will
receive an annual base salary of $187,500 and is eligible for a
performance-based cash bonus of up to 100% of his base salary in any fiscal
year. In addition, Mr. Bloomfield is entitled to participate in all of the
Company’s equity-based compensation plans, which currently consist of the
Company’s 2005 Long-Term Incentive Plan. In the event his employment
is terminated under circumstances related to a change in control of the Company,
Mr. Bloomfield is entitled to a severance benefit equal to 1.75 times the sum of
his current annual base salary plus bonus.
A copy of
the Company’s press release announcing these appointments is attached hereto as
Exhibit 99.1.
The foregoing summary of the
Agreement does not purport to be complete and is qualified in its entirety by
reference to the definitive transaction document, a copy of which is attached as
Exhibit 10.1 to this Current Report on Form 8-K.
On July
1, 2009, the Company appointed Natasha Nightengale to serve as Principal
Accounting Officer and Controller. Ms. Nightengale joined the Company
in June 2008 as the Company’s assistant controller. From 2004 to
2008, Ms. Nightengale held a variety of positions at PriceWaterhouseCoopers,
most recently serving as a Senior Assurance Associate, where she was responsible
for planning and coordinating of interim reviews and annual audits for private
and public companies, preparing annual risk assessments and designing and
implementing audit strategies to address key risks, and coordinating and
reviewing testing of public companies’ internal controls over financial
reporting. Ms. Nightengale earned a Bachelors of Business
Administration and Accounting degree from the University of Kansas.
Item
7.01 Regulation FD
Disclosure.
The
information included in Item 8.01 of this Form 8-K is hereby incorporated by
reference into this Item 7.01.
Item
8.01 Other
Events.
In addition, in connection with
the Company’s previously disclosed feasibility plan, the Company has taken
certain actions in an effort to improve its liquidity position. On
June 30, 2009, the Company entered into an agreement with Teton Williston LLC, a
wholly owned subsidiary of the Company, and American Oil & Gas, Inc.
(“American Oil”), for the sale of the Company’s 25% non-operated working
interest in the Company’s Goliath project acreage located in the Williston Basin
in North Dakota to American Oil for gross proceeds of approximately
$900,000. The effective date of the sale is July 1,
2009. The sale was made in furtherance of the Company’s ongoing
effort to sell its non-operated assets.
The
Company obtained consent for the sale from JPMorgan Chase Bank, N.A., the
Company’s senior lender and administrative agent in the Company’s revolving
credit facility, and the other lenders in the group. In addition, the
lenders consented to the termination of the Company’s commodity hedge agreements
with JPMorgan Chase, which were scheduled to mature in 2010 and 2011. These
hedge positions had been included in the valuation of the Company’s borrowing
base of the credit facility. The proceeds of the liquidation of the hedges and
the sale of the Goliath project will be used to repay a portion of the
outstanding principal of the credit facility.
Additionally, effective June 30, 2009,
each of the holders of the Company’s outstanding 10.75% Senior Secured
Convertible Debentures (the “Debentures”) granted the Company a forbearance for
one of the interest payments on the Debentures, which was due on July 1,
2009. The forbearance period expires on July 17, 2009. The
Company intends to continue to work with the holders of the Debentures towards a
more permanent solution, however, there can be no assurance that the Company
will be successful in doing so, and the Company may be required to seek
protection under the United States Bankruptcy Code.
SECTION
9 — FINANCIAL STATEMENTS AND EXHIBITS
(a)
Not applicable.
(b)
Not applicable.
(c)
Not applicable.
(d)
Exhibits.
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Exhibit
No.
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Description
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10.1
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Employment
Agreement between the Company and Jonathan Bloomfield, effective as of
July 1, 2009
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99.1
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Press
Release dated July 6, 2009
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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.
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Dated:
July 6, 2009
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TETON
ENERGY CORPORATION
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By:
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/s/
James J. Woodcock
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James
J. Woodcock
Interim
Chief Executive Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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10.1
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Employment
Agreement between the Company and Jonathan Bloomfield, effective as of
July 1, 2009
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99.1
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Press
Release dated July 6, 2009
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