-----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, J20WvtD01AibXsDFse96azMMVzte7VWwOwBz+vYTVK45qHCHE8pa5BcNz/we+Mfk LTPc6/sdTggXgL6YxFgEQw== 0000950129-06-007358.txt : 20060728 0000950129-06-007358.hdr.sgml : 20060728 20060728155722 ACCESSION NUMBER: 0000950129-06-007358 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060714 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060728 DATE AS OF CHANGE: 20060728 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CYGNUS OIL & GAS CORP CENTRAL INDEX KEY: 0001162721 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 330967974 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50228 FILM NUMBER: 06988115 BUSINESS ADDRESS: STREET 1: 1600 SMITH STREET STREET 2: SUITE 5100 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: (713) 784-1113 MAIL ADDRESS: STREET 1: 1600 SMITH STREET STREET 2: SUITE 5100 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: TOUCHSTONE RESOURCES USA, INC. DATE OF NAME CHANGE: 20040518 FORMER COMPANY: FORMER CONFORMED NAME: COFFEE EXCHANGE INC DATE OF NAME CHANGE: 20011127 8-K 1 h37891ae8vk.htm FORM 8-K - CURRENT REPORT e8vk
 

 
 
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 14, 2006
Cygnus Oil and Gas Corporation
(Exact Name of Registrant as Specified in Its Charter)
         
Delaware
(State or other jurisdiction of
incorporation or organization)
  000-50228
(Commission File Number)
  33-0967974
(I.R.S. Employer Identification
Number)
     
1600 Smith Street, Suite 5100
Houston, Texas
 
77002
     
(Address of Principal Executive Offices)   (Zip Code)
(713) 784-1113
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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 (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 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
(d) Election of New Director.
     Effective as of July 14, 2006, the Company’s Board of Directors elected Alfred J. Moran, Jr., Ted E. Davis and Ralph McBride as members of the Board of Directors. Although no committee appointments have been made, it is anticipated that Mr. Moran will serve on the Audit Committee, the Nominating/Corporate Governance Committee and the Compensation Committee, Mr. Davis will serve on the Audit Committee, the Nominating/Corporate Governance Committee and the Compensation Committee and Mr. McBride will serve on the Nominating/Corporate Governance Committee and the Compensation Committee.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
     
Exhibit No.   Description
 
   
99.1
  Press release of Cygnus Oil and Gas Corporation dated July 17, 2006.

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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 thereunto duly authorized.
         
  Cygnus Oil and Gas Corporation
 
 
Date: July 17, 2006  By:   /s/ Stephen C. Haynes    
    Stephen C. Haynes   
    Chief Financial Officer and Treasurer   
 

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EXHIBIT INDEX
     
Exhibit No.   Description
 
   
99.1
  Press release of Cygnus Oil and Gas Corporation dated July 17, 2006.

3

EX-99.1 2 h37891aexv99w1.htm PRESS RELEASE exv99w1
 

CYGNUS OIL AND GAS CORPORATION ADDS THREE NEW BOARD MEMBERS
Houston, Texas — July 17, 2006 — Cygnus Oil and Gas Corporation (CYNS.OB) is pleased to announce the appointment of three new members to its Board of Directors — Mr. Ted E. Davis, Mr. Ralph D. McBride, and Mr. Alfred J. Moran. The Cygnus Board is now composed of four independent directors in addition to our Chairman and CEO.
Mr. Ted E. Davis retired in 2000 after thirty-five years with Conoco, Inc. from his position as President, Exploration & Production for International Operations in Africa, Asia-Pacific, and the Middle East.
In the last 18 years of his career with Conoco, Mr. Davis held a number of senior management positions, including Vice President, Upstream North America with responsibility for exploration, production, natural gas and gas products, natural gas and LPG pipelines and gas processing operations; Vice President, Natural Gas & Gas Products with oversight responsibility for all Conoco and DuPont worldwide natural gas, LPG, LNG operations including primary responsibility for gas processing, pipelines, supply, marketing, and distribution in the Western Hemisphere; and all natural gas and LPG marketing, supply and distribution for both Conoco and DuPont. He also served as a corporate Vice President of DuPont from 1986 to 1998 when Conoco owned Dupont.
Active in industry professional organizations, Mr. Davis has held a variety of positions with the American Petroleum Institute, including Chairman of Training and Development and Chairman of the Liquefied Hydrocarbon Gas Committee and has served on several API committees, including the General Committee and the Operating Committee for Exploration and Production. He has also served on the Board of Directors of the Natural Gas Supply Association; the U.S. Natural Gas Council, the National Offshore Industry Association; and the U.S. Oil and Gas Association, Southwest Research, and the Gas Research Institute, a $200 million pure research organization administrated by the U.S. Federal Energy Regulatory Commission as Chairman of the Board from 1994 to 1996.
Mr. Davis holds B.S. and M.S. Degrees in Industrial Engineering and Management from Oklahoma State University. He also received the OSU Distinguished Alumni Award and was elected to the University’s Engineering Hall of Fame. Mr. Davis currently serves on the OSU “O” Club Hall of Fame selection committee and the College of Engineering Advisory Council and has previously served on the OSU Foundation’s Board of Governors. Ted Davis is also a graduate of the University of Texas Executive Management program.
Mr. Ralph D. McBride is a Senior Partner and Trial Attorney at Bracewell & Giuliani and is the former head of its Trial section. He has been with Bracewell for over 30 years. Mr. McBride is active in the Texas community, having served on or currently serving on the boards of Fannin Bank and Sunbelt National Bank, the Memorial Hermann Foundation, the Memorial Hermann Hospital System, the Good Samaritan Foundation, and Pride International, Inc. a New York Stock Exchange international drilling company. He has completed six years of service on the State Bar of Texas Grievance Committee.

 


 

He graduated cum laude with his J.D. from Baylor University School of Law in 1974 and holds a B.A. in Psychology and an M.A. in Psychology from Baylor University. He is admitted to the State Bar of Texas and the State Bar of Arkansas.
Mr. Alfred J. Moran is Chairman and Chief Executive Officer of The Moran Group, LLC, a Value Creation, Crisis Management and Turnaround consulting firm specializing in strategic, operational and financial turnarounds and Interim CEO engagements. For many years he was a Senior Managing Director and Partner of Kibel Green, Inc., the leading Value Creation, Interim CEO, Turnaround, Restructure, Strategic Breakthrough consulting firm in the Western United States. Alfred Moran is a seasoned Professional Chief Executive Officer and Value Creation Consultant with over 35 years experience in building and enhancing shareholder value for companies ranging in annual sales of $3.0 Million to $2.3 Billion. He has been CEO of public and private companies and has provided professional assistance to the boards and CEOs of many companies in diversified industries. He is credited with the turnaround and/or value enhancement of 50 companies.
Mr. Moran is currently a member of the Board of Directors and Chairman of the Audit Committee of Cornell Companies, Inc., an owner and manager of 80 private prisons throughout the United States. He was recently Chief Restructure Officer of Cooperheat MQS, headquartered in Houston with 33 offices throughout the United Stares and Canada. He has been CEO of Microelectronic Packing, Inc. — which was sole source to Intel and Schlumberger. He was founder, Chairman, President and CEO of SeraCare, Inc., a public national hyper-immune blood plasma company; President and COO of WET, Inc., which creates, designs, engineers and builds high tech, entertainment Water Features worldwide including Disney Theme Parks, Universal Studios Theme Parks, Salt Lake Winter Olympics Flame, Rockefeller Center, Tokyo Dome, Texas Medical Center, Houston Galleria and many others; and a partner in Coenen and Company, Inc., a NYSE Member Investment Banking and Institutional Brokerage firm in New York City.
Mr. Moran has an MBA from the Harvard Business School and a BA in Philosophy and Psychology from the University of North Carolina at Chapel Hill. He is a Member of World Presidents Organization in Houston, Texas.
Roger Abel, President and CEO of Cygnus, said, “It pleases me we have been able to attract such an energetic and well-respected group of independent board members to serve on the Cygnus Oil and Gas Corporation Board. Their broad range of experience will be a definite strength as we build Cygnus into the company we all believe it can be.”
ABOUT CYGNUS OIL AND GAS
     Headquartered in Houston, Texas, Cygnus Oil and Gas Corporation. is an oil and gas exploration and production company. Primarily a resource player, its key assets consist of shale acreage in Woodruff County, Arkansas and McIntosh County, Oklahoma, and it also owns a variety of producing and non-producing oil and gas assets in Texas, Alabama, Louisiana,

 


 

Mississippi, and New Zealand. Since August 2005, the Company has made significant changes in its management, Board of Directors and the nature of oil and gas assets it acquires to better equip itself for future company growth.
FORWARD-LOOKING STATEMENTS
     This news release contains forward-looking statements, including, in particular, statements about Cygnus’s plans and intentions. These have been based on the Company’s current assumptions, expectations and projections about future events. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, the Company can give no assurance that the expectations will prove to be correct.
Contact:
Cygnus Oil and Gas Corporation
Jerry W. Walrath, 713-784-1113
jwalrath@cygnusoilandgas.com

 

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