UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
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FORM 8-K |
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CURRENT REPORT |
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of Report (Date of earliest event reported): December 17, 2007 |
Rex Energy Corporation (Exact name of registrant as specified in its charter) |
| | Delaware | | 001-33610 | | 20-8814402 | |
| | (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) | |
| | 1975 Waddle Road, State College, Pennsylvania 16803 | |
| | (Address of Principal Executive Office and Zip Code) | |
| | (814) 278-7267 | |
| | (Registrant’s telephone number, including area code) | |
| | 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 obligations of the registrant under any of the following provisions: |
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| £ | 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)) |
Item 1.02 Entry into a Material Definitive Agreement
The information set forth below under “Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers” is incorporated herein by reference.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On December 17, 2007, Mr. Thomas F. Shields resigned as a member of the Board of Directors of Rex Energy Corporation (the “Company”) and all subsidiaries effective immediately. Mr. Shields will remain the President of the Company and its wholly-owned subsidiary, Rex Energy Operating Corp. (“Rex Operating”), during a six month transition period ending on May 30, 2008. Mr. Shields resigned as a member of the Board of Directors and as President in order to pursue other business interests.
On December 17, 2007, Mr. Shields and Rex Operating entered into a Separation Agreement. The agreement provides that Mr. Shields will continue to be employed as President of the Company and Rex Operating during a transition period ending May 30, 2008. Thereafter, Mr. Shields will receive a severance payment in an amount equal to one-half his annual base salary for fiscal year 2008 payable in a single lump sum payment on December 1, 2008. In the event that the Compensation Committee of the Board of Directors of the Company determines that Mr. Shields is not a “specified employee” (as defined in Section 409A(a)(2)(B)(i) of the Internal Revenue Code), the severance payment will be paid in approximately equal installments for a period of six months following May 30, 2008 in accordance with the Rex Operating’s customary payroll practices. Under the agreement, Rex Operating agreed to pay the costs of medical insurance benefits for Mr. Shields and his dependents for a period of six months following the date of separation. In addition, Rex Operating agreed to pay the cost of Mr. Shield’s basic life insurance coverage for a period of six months following separation payable in a single lump sum payment on December 1, 2008, or if Mr. Shields is determined not to be a “specified employee, on May 30, 2008. The Separation Agreement also provides that Mr. Shields will receive an annual bonus for fiscal year 2007 in a single lump sum payment at a time and in a manner consistent with the Company’s customary practices of an amount not less than fifteen percent of his annual base salary for fiscal 2007.
The agreement provides that the compensation and benefits payable to Mr. Shields under the Separation Agreement are in lieu of any other severance benefits to which he may otherwise be entitled pursuant to his employment agreement with Rex Operating dated August 1, 2007 or any other employment agreement or severance plan, program, policy or arrangement of Rex Operating or the Company. The Separation Agreement provides that Mr. Shields will be subject to the non-competition provisions of the employment agreement until November 30, 2008 and the non-solicitation provisions of the employment agreement until May 30, 2009.
A copy of the employment agreement dated August 1, 2007 between Mr. Shields and Rex Operating was previously filed as Exhibit 10.2 to a Current Report on Form 8-K filed with the SEC on August 7, 2007. The foregoing description of the Separation Agreement is qualified in its entirety by reference to the complete text of the agreement. A copy of the Separation Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit Number | | Exhibit Title |
| 10.1 | | Separation Agreement dated December 17, 2007 between Rex Energy Operating Corp. and Thomas F. Shields |
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.
| | REX ENERGY CORPORATION | |
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| | By: | /s/ Benjamin W. Hulburt | |
| | | Benjamin W. Hulburt | |
| | | Chief Executive Officer | |
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| Date: December 21, 2007 | | | |
EXHIBIT INDEX
Exhibit Number | | Exhibit Title |
| 10.1 | | Separation Agreement dated December 17, 2007 between Rex Energy Operating Corp. and Thomas F. Shields. |
