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): | October 8, 2013 |
Pyramid Oil Company | ||
(Exact name of registrant as specified in its charter) |
California | 001-32989 | 94-0787340 | ||
(State or other jurisdiction | (Commission | (I.R.S. Employer | ||
of incorporation) | File Number) | Identification No.) | ||
2008 – 21st Street Bakersfield, California |
93301 | |||
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: | (661) 325-1000 |
Not Applicable | ||
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:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
1 |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 8, 2013, the Board of Directors of Pyramid Oil Company, a California corporation (“Pyramid Oil”), appointed Rick D. Kasch to Pyramid Oil’s Board of Directors to fill the vacancy created by the resignation of John Turco. Mr. Kasch was also appointed as Chairman of Pyramid Oil’s Audit Committee and as a member of Pyramid Oil’s Compensation and Nominating Committees.
Mr. Kasch serves as President of ENSERVCO Corporation, which is a publicly traded energy services company based in Denver, Colorado. Additional information regarding Mr. Kasch is contained in a press release issued by Pyramid Oil on October 9, 2013, a copy of which is filed as Exhibit 99.1 and is incorporated by reference into this Item 5.02. Pyramid Oil’s Chairman of the Board of Directors and Interim President and Chief Executive Officer, Michael D. Herman, serves as the Chairman of the Board of Directors and Chief Executive Officer of ENSERVCO Corporation.
On October 8, 2013, Pyramid Oil’s Board of Directors also (1) approved compensation of $30,000 per year for each non-employee director, (2) granted an option to purchase 25,000 shares of Pyramid Oil common stock to each of directors Kasch and Gary L. Ronning, and (3) granted an option to purchase 50,000 shares of Pyramid Oil common stock to Mr. Herman.
Each option has an exercise price of $5.16 per share, which equals the closing price of Pyramid Oil’s common stock on October 8, 2013, is fully exercisable immediately, and expires on October 7, 2018. The options were granted under Pyramid Oil’s 2006 Equity Incentive Plan, with respect to which Pyramid Oil filed a Registration Statement on Form S-8 with the Securities and Exchange Commission on July 21, 2011.
Item 9.01. Financial Statements and Exhibits.
99.1 | Press Release of Pyramid Oil Company dated October 9, 2013. |
2 |
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 hereunto duly authorized.
October 9, 2013 | PYRAMID OIL COMPANY | |||
By: | /s/ Michael D. Herman | |||
Name: Michael D. Herman | ||||
Title: Interim President and Chief Executive Officer |
3 |
EXHIBIT 99.1
Pyramid Oil Company | FOR IMMEDIATE RELEASE: |
Pyramid Oil Company Appoints Rick Kasch to Board of Directors
BAKERSFIELD, Calif. – October 9, 2013 – Pyramid Oil Company (NYSE MKT: PDO) today announced that Rick Kasch has been appointed to the Company’s board of directors, and also has been named chairman of the audit committee.
Kasch is president of ENSERVCO Corporation, an unaffiliated, publicly traded energy services company based in Denver. Kasch was previously ENSERVCO’s chief financial officer, and joins the Pyramid board with extensive financial management, energy industry and public company experience. He has overseen ENSERVCO’s financial and operational performance since 2006, is the former CFO of a NYSE-listed hospitality company, and has helped raise more than $1 billion for previous employers through private and public equity, and debt offerings.
Mike Herman, chairman and interim CEO of Pyramid, and also chairman and CEO of ENSERVCO, said, “Pyramid’s board will benefit from Rick’s financial management expertise and his background in the oil and gas industry as a senior executive with ENSERVCO. His knowledge and oversight will be important resources as Pyramid works to strengthen its financial performance and improve shareholder value.”
Kasch replaces John Turco, who was a Pyramid director since 1996 and was the former head of the audit committee.
About Pyramid Oil Company
Pyramid Oil Company has been in the oil and gas business continuously since incorporating in 1909. Pyramid acquires interests in land and producing properties through acquisition and lease, and then drills and/or operates crude or natural gas wells in an effort to discover or produce oil and/or natural gas. More information about the Company can be found at: http://www.pyramidoil.com.
Safe Harbor Statement
Certain statements and information included in this press release constitute "forward-looking statements" within the meaning of the Federal Private Securities Litigation Reform Act of 1995, including statements regarding the completion and testing of wells. Forward-looking statements involve known and unknown risks and uncertainties, which may cause the Company's actual results in future periods to differ materially from forecasted results. Factors that could cause or contribute to such differences include, but are not limited to the value of crude oil or the performance of wells.
###
CONTACTS:
Geoff High / 303-393-7044
Pfeiffer High Investor Relations, Inc.