UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 22, 2012 (May 21, 2012)
CARBON NATURAL GAS COMPANY
(Exact name of registrant as specified in charter)
Delaware |
| 000-02040 |
| 26-0818050 |
(State or Other Jurisdiction of Incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
1700 Broadway, Suite 1170, Denver, Colorado |
| 80290 |
(Address of principal executive offices) |
| (Zip code) |
(720) 407-7043
(Registrant’s telephone number including area code)
(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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 21, 2012, Carbon Natural Gas Company (“Carbon” or the “Company”) appointed Edwin H. Morgens to the Company’s Board of Directors.
Mr. Morgens, 70, is Chairman and Co-founder of Morgens, Waterfall, Vintiadis & Company, Inc., a New York City investment firm that he founded in 1967. Additionally, since 1982 he has served as a director of the Wayside Technology Group, Inc. (NASDAQ:WSTG) and he is a former director of TransMontaigne, Inc., Sheffield Exploration, and Scientific American Magazine Inc. He is currently a trustee of the American Museum of Natural History and emeritus trustee of Cornell University.
On May 21, 2012, Mr. Morgens received a grant of 80,000 shares of restricted common stock of the Company under the Company’s 2011 Stock Incentive Plan. The restricted stock shares shall become vested on the first anniversary of the grant (or earlier in the event of a change of control of the Company or such director’s death or disability). Also, Mr. Morgens will receive director’s fees in the amount of $5,000 per quarter.
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.
| CARBON NATURAL GAS COMPANY |
|
|
| /s/ Patrick R. McDonald |
| Patrick R. McDonald, |
| President and CEO |
Dated: May 22, 2012 |
|