Aurora Oil & Gas Corp - Current report filing (8-K)
June 04 2008 - 4:31PM
Edgar (US Regulatory)
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
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Date
of Report (Date of earliest event reported):
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May
30, 2008
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AURORA
OIL & GAS CORPORATION
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(Exact
name of registrant as specified in its charter)
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UTAH
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000-25170
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87-0306609
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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4110
Copper Ridge Drive, Suite 100, Traverse City, MI
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49684
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(231)
941-0073
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(Former
name or former address, if changed since last
report.)
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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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
5.02
Compensatory
Arrangements of Certain Officers.
(e)
Executive
Compensation Arrangement
On
September 18, 2007, the Board of Directors of Aurora Oil & Gas Corporation
(the “Company”) approved a stay bonus arrangement to encourage employees to
remain with the Company through any possible change in control. For purposes
of
this arrangement, “change in control” means any transaction or occurrence
(including a sale of stock or a merger) where the shareholders of the Company
before the transaction or occurrence own less than 50% of the Company’s voting
shares after the transaction or occurrence or there is a sale or disposition
of
a majority of the Company’s assets.
On
May
30, 2008 the Board of Directors extended the expiration date of the stay bonus
arrangement from September 1, 2008 to December 31, 2008. The stay bonus
arrangement provides that if a change in control occurs on or before December
31, 2008, and employees remain continuously employed with the Company through
such change of control, employees are then eligible for a stay bonus in the
amount of 50% of their then current annual base salary. The Company will pay
this stay bonus upon the occurrence of a change in control less applicable
withholdings and taxes. Certain officers of the Company are covered by this
arrangement and their potential stay bonuses are estimated on their current
salaries as follows: (i) John E. McDevitt (Chief Operating Officer) $125,000;
(ii) Gilbert A. Smith (Vice President) $100,000; (iii) John C. Hunter (Vice
President) $66,000; and (iv) Barbara E. Lawson (Chief Financial Officer)
$75,000.
On
May
30, 2008, the Board of Directors awarded stock options exercisable at $0.75
per
share to the following principal officers in exchange for services rendered
as
officers of the Company: (i) William W. Deneau (Chief Executive Officer) 250,000
shares; (ii) John E. McDevitt (Chief Operating Officer) 1,000,000 shares; (iii)
John C. Hunter (Vice President) 225,000 shares; (iv) Gilbert A. Smith (Vice
President) 225,000 shares; and (v.) Barbara E. Lawson (Chief Financial Officer)
225,000 shares. The stock options vest one-third annually over a three year
period beginning May 30, 2009 and have a ten year expiration period which ends
on May 30, 2018.
The
Board
of Directors also awarded a cash bonus to John E. McDevitt for services rendered
in the amount of $100,000 to be paid on December 1, 2008.
SIGNATURE
According
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.
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AURORA
OIL & GAS CORPORATION
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Date:
June 4, 2008
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By:
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/s/
William W. Deneau
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William W.
Deneau
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Its:
Chief Executive Officer
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