-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WZmnB0mY/AjVX1wabj5wQ3a20Qh5VNj+FmWvHizeWELLbvxTfGOYhPgywBq+MIne A6uZaUljdS6NZR+ZwgruZg== 0000950134-07-008423.txt : 20070418 0000950134-07-008423.hdr.sgml : 20070418 20070418141903 ACCESSION NUMBER: 0000950134-07-008423 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070404 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070418 DATE AS OF CHANGE: 20070418 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BASIC EARTH SCIENCE SYSTEMS INC CENTRAL INDEX KEY: 0000010254 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 840592823 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-07914 FILM NUMBER: 07773127 BUSINESS ADDRESS: STREET 1: 1801 BROADWAY STREET 2: SUITE 620 CITY: DENVER STATE: CO ZIP: 80202-3835 BUSINESS PHONE: 3032963076 MAIL ADDRESS: STREET 1: 633 SEVENTEENTH STREET STREET 2: SUITE 620 CITY: DENVER STATE: CO ZIP: 80202-383 8-K 1 d45652e8vk.htm FORM 8-K e8vk
 

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): April 4, 2007
Commission File Number: 0-7914
BASIC EARTH SCIENCE SYSTEMS, INC.
 
(Exact name of registrant as specified in its charter)
     
Delaware
  84-0592823
 
   
(State or other jurisdiction
  (I.R.S. Employer
of incorporation or organization)
  Identification Number)
 
   
1801 Broadway, Suite 620
   
Denver, Colorado
  80202-3835
 
   
(Address of principal executive offices)
  (Zip Code)
(303) 296-3076
 
(Registrant telephone including area code)
Check the appropriate item below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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 (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


 

Item 5.02. Election of Directors; Compensatory Arrangements.
     Election of Director. On April 4, 2007, the Board of Directors amended the by-laws of the Company to increase the Board of Directors from three members to four members. Immediately thereafter, the Board voted to offer this vacancy to a prospective candidate, subject to his acceptance. With that acceptance, on April 12, 2007, Monroe W. Robertson was elected to fill the existing vacancy on the Board of Directors. In addition, Mr. Robertson has also been appointed to the Audit and Compensation Committees.
The following is a synopsis of Mr. Robertson’s business experience:
Monroe W. Robertson (57) currently serves on the Board of Directors of Cimarex Energy Company and is chairman of that board’s Audit Committee. Mr. Robertson began his career in 1973 with Gulf Oil Corporation and held various positions in engineering, corporate planning and financial analysis until 1986. From 1986 to 1992 he held various positions at Terra Resources and Apache Corporation. In 1992 Mr. Robertson joined Key Production Company as its Senior Vice President and Chief Financial Officer. In 1999 he was appointed President and Chief Operating Officer of that company and served in that role until 2002. Other than his service on Cimarex’s board which began in October 2005, for the past five years Mr. Robertson has been a private investor. Mr. Robertson received a Bachelor of Science degree in Mechanical Engineering along with Master of Science degrees in both Mechanical Engineering and Nuclear Engineering from the Massachusetts Institute of Technology in 1973. He also has received a Masters Degree in Business Administration from National University in 1979. Mr. Robertson is a member of the National Association of Corporate Directors. There are no family relationships between Mr. Robertson and any of the other members of the Board of Directors or the Company’s officers.
     Director Compensation. On March 8, 2007 the Board of Directors adopted a Director Compensation Plan which was to be effective on April 1, 2007. On April 12, 2007, the Board of Directors resolved issues concerning the Plan and then ratified the Plan effective as of April 1, 2007. Under this Plan, independent director compensation is comprised of a cash retainer, meeting fees, committee fees and a stock grant. Independent directors will receive an annual cash retainer of $16,000, in addition to $2,000 and $500 for quarterly and monthly meetings, respectively. Committee chairpersons of the Audit, Compensation and Nominating committees will receive $5,500, $4,500 and $3,500, respectively. Additionally, independent board members will receive an annual stock grant equal to $36,000 vested over three years. The number of shares included in each grant will be determined based upon the average closing price of the ten trading days preceding each April 1st anniversary date. Thus, effective April 1, 2007, subject to vesting, Messrs. Robertson and Rodgers are entitled to stock grants of 22,713 shares each. These stock grants will be ratified and confirmed by the Board of Directors.
Item 8.01. Other Events and Regulation FD Disclosure
On April 18, 2007, Basic Earth Science Systems, Inc. issued the press release attached as Exhibit 99.1 concerning the above mentioned Item 5.02 event.
Item 9.01. Exhibits
     (C) Exhibits.
     
Exhibit No.   Description
 
   
99.1
  Press Release dated April 18, 2007

 


 

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.
           
 
  BASIC EARTH SCIENCE SYSTEMS, INC.
 
       
Date: April 18, 2007
  By:   /s/ Ray Singleton
 
       
 
 
  Ray Singleton, President

 


 

EXHIBIT INDEX
     
Exhibit No.   Description
 
   
99.1
  Press Release dated April 18, 2007

 

EX-99.1 2 d45652exv99w1.htm PRESS RELEASE exv99w1
 

Exhibit 99.1
NEWS RELEASE
Basic Earth Reports Appointment to Board of Directors
Denver, Colorado, April 18, 2007 — Basic Earth Science Systems, Inc. (Basic) (OTC:BB BSIC) reported that the Company’s Board of Directors has expanded the board to four members and appointed Monroe W. Robertson to fill the new board seat. Mr. Robertson’s appointment, in addition to possible additional board expansion, is a continuation of several initiatives the board is addressing concerning corporate governance matters.
“We are excited about the appointment of Mr. Robertson,” commented Ray Singleton, President of Basic. “Mr. Robertson not only brings a fresh perspective to the Company, but a wealth of industry and corporate level experience. We look forward to Mr. Robertson’s involvement and contribution as we take this company to a new level.”
In a Form 8-K filed in conjunction with this press release, the Company has provided expanded information concerning Mr. Robertson’s background and qualifications. Interested parties are encouraged to review this Form 8-K for more information.
Founded in 1969, Basic is an oil and gas exploration and production company with primary operations in select areas of the Williston basin, the Denver-Julesburg basin in Colorado, the southern portions of Texas, and along the on-shore portions of the Gulf Coast. Basic is traded on the “over-the-counter — bulletin board” under the symbol BSIC. Basic’s web site is at www.basicearth.net where additional information about the Company can be accessed.
Information herein contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which can be identified by words such as “should,” ”may,” “will,” “anticipate,” “expect,” “estimate,” “intend” or “continue,” or comparable words or phrases. In addition, all statements other than statements of historical facts that address activities that Basic intends, expects or anticipates will or may occur in the future are forward-looking statements. Readers are encouraged to read the SEC reports of Basic, particularly the Company’s Quarterly Report on Form 10-QSB for the quarters ending June 30, September 30, and December 31, 2006, in addition to the Company’s Annual Report on Form 10-KSB for the fiscal year ended March 31, 2006, for meaningful cautionary language disclosing why actual results may vary materially from those anticipated by management.

 

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