-----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, DbVSYwq9iOtSrDYh+s4M0bgeaVo0gjXbMLM+bkE9tTQi21kMk8gzHOCVNTwoZqHj GS1nd9BsVeGjOiyDEgb3nQ== 0000950152-08-004677.txt : 20080618 0000950152-08-004677.hdr.sgml : 20080618 20080618105511 ACCESSION NUMBER: 0000950152-08-004677 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080618 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: 20080618 DATE AS OF CHANGE: 20080618 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NGAS Resources Inc CENTRAL INDEX KEY: 0000746834 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 920075461 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12185 FILM NUMBER: 08904864 BUSINESS ADDRESS: STREET 1: 120 PROSPEROUS PLACE STREET 2: SUITE 201 CITY: LEXINGTON STATE: KY ZIP: 40509 BUSINESS PHONE: 8592633948 MAIL ADDRESS: STREET 1: 120 PROSPEROUS PL STREET 2: SUITE 201 CITY: LEXINGTON STATE: KY ZIP: 40509 FORMER COMPANY: FORMER CONFORMED NAME: DAUGHERTY RESOURCES INC DATE OF NAME CHANGE: 19980710 FORMER COMPANY: FORMER CONFORMED NAME: ALASKA APOLLO RESOURCES INC DATE OF NAME CHANGE: 19930505 8-K 1 l32108ae8vk.htm NGAS RESOURCES, INC. 8-K NGAS Resources, Inc. 8-K
 
 
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): June 18, 2008
 
NGAS Resources, Inc.
(Exact name of registrant as specified in its charter)
 
         
Province of British Columbia
(State or other jurisdiction of
incorporation or organization)
  0-12185
(Commission
File Number)
  Not Applicable
(I.R.S. Employer
Identification No.)
     
120 Prosperous Place, Suite 201
Lexington, Kentucky

(Address of principal executive offices)
  40509-1844
(Zip Code)
Registrant’s telephone number, including area code: (859) 263-3948
None
(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 14a-12 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 Director
     On June 18, 2008, our board of directors appointed Steve U. Morgan to serve as a member of the board and its audit committee and compensation committee. Mr. Morgan, age 54, has served since 1993 as the President and CEO of First & Farmers National Bank and President of its parent company, Albany Bancorp, Inc. He previously held senior management positions with several regional banks in Florida and Kentucky. Mr. Morgan is currently the Chairman of the Clinton County Library Board and has served as a member of the Somerset Community College Advisory Board, the Board of Directors of the Clinton County Industrial Authority and other community organizations. Mr. Morgan holds a B.S. Degree in Banking from Western Kentucky University in Bowling Green, Kentucky.
     The appointment of Mr. Morgan to our board of directors and its audit committee and compensation committee fills the vacancy in those positions that resulted following the death of one of our independent directors last year. Our board has determined that Mr. Morgan meets the criteria for independence and financial expertise under our Nasdaq listing standards. His appointment as the third independent director on the audit committee of our board restores our compliance with the Nasdaq audit committee composition requirements within the applicable grace period. Although Mr. Morgan was not included among the incumbent members of our board standing for re-election at our annual shareholders meeting scheduled on June 26, 2008, our board plans to confirm his appointment at that time.
     We issued a press release about the appointment of Mr. Morgan on June 18, 2008. A copy of the press release is included as an exhibit to this report and is incorporated in this report by reference. The information in the press release is being furnished, not filed, for purposes of the Securities Exchange Act of 1934 and is not incorporated by reference in any registration statement under the Securities Act of 1933.
Item 9.01.   Financial Statements and Exhibits
     (d) Exhibits.
     
Exhibit
   
Number
  Exhibit
 
   
99.1
  Press release dated June 18, 2008 issued by NGAS Resources, Inc.
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.
         
  NGAS RESOURCES, INC.
 
 
  By:   /s/ William S. Daugherty    
    William S. Daugherty   
Date: June 18, 2008    President and Chief Executive Officer   

 

EX-99.1 2 l32108aexv99w1.htm EX-99.1 EX-99.1
         
Exhibit 99.1
NGAS Resources, Inc.
120 Prosperous Place, Suite 201, Lexington, KY 40509
NEWS
RELEASE
     
Company Contact:
  Michael P. Windisch, CFO
Phone:
  (859) 263-3948
Fax:
  (859) 263-4228
E-mail:
  ngas@ngas.com
NGAS RESOURCES ANNOUNCES APPOINTMENT OF ADDITIONAL DIRECTOR
     LEXINGTON, KENTUCKY, June 18, 2008. NGAS Resources, Inc. (Nasdaq: NGAS) today announced that its board of directors has appointed Steve U. Morgan to serve as a member of the board and its audit committee and compensation committee. Mr. Morgan has served since 1993 as the President and CEO of First & Farmers National Bank and President of its parent company, Albany Bancorp, Inc. He previously held senior management positions with several regional banks in Florida and Kentucky. Mr. Morgan is currently the Chairman of the Clinton County Library Board and has served as a member of the Somerset Community College Advisory Board, on the Board of Directors of the Clinton County Industrial Authority and other community organizations. Mr. Morgan holds a B.S. Degree in Banking from Western Kentucky University in Bowling Green, Kentucky.
     William S. Daugherty, President and CEO of NGAS Resources, commented “We are pleased to welcome Steve Morgan to our board. He brings a wealth of experience heading regional bank operations for 12 locations across southern Kentucky.” Mr. Daugherty noted “Although the appointment was not completed in time for Steve to be included among the incumbent members of our board standing for re-election at our annual shareholders’ meeting later this month, our board plans to confirm his appointment at that time.”
     The appointment of Mr. Morgan to the company’s board of directors and its audit and compensation committees fills the vacancy in those positions that resulted following the passing of Charles L. Cotterell, who had served on the board of directors for 13 years. The board has determined that Mr. Morgan meets the criteria for independence and financial expertise under the company’s Nasdaq listing standards. His appointment as the third independent director on the audit committee of the company’s board restores its compliance with the Nasdaq audit committee composition requirements within the applicable grace period.

 


 

About NGAS Resources
NGAS Resources is an independent exploration and production company focused on unconventional natural gas basins in the United States that provide repeatable drilling opportunities, principally in the southern portion of the Appalachian basin. Additional information, including the Company’s most recent periodic reports and proxy statement, can be accessed on its website at www.ngas.com.
Forward Looking Statement
This release includes forward-looking statements within the meaning of the Private Litigation Reform Act of 1995 relating to matters such as anticipated operating and financial performance and prospects. Actual performance and prospects may differ materially from anticipated results due to economic conditions and other risks, uncertainties and circumstances partly or totally outside the control of the company, including risks of production variances from expectations, volatility of product prices, the level of capital expenditures required to fund drilling and the ability of the Company to implement its business strategy. These and other risks are described in the company’s periodic reports filed with the United States Securities and Exchange Commission.

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