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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): AUGUST 30, 2004
HARVEST NATURAL RESOURCES, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 1-10762 77-0196707
(State or other jurisdiction (Commission File Number) (IRS Employer Identification No.)
of incorporation)
1177 ENCLAVE PARKWAY, SUITE 300 77077
HOUSTON, TEXAS (Zip Code)
(Address of principal executive offices)
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281-899-5700
(Registrant's telephone number, including area code)
15835 PARK TEN PLACE DRIVE, SUITE 115
HOUSTON, TEXAS 77084
(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):
[ ] 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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On August 30, 2004, Harvest Natural Resources, Inc. (the "Company")
entered into an Employment Agreement (the "Employment Agreement") with Mr. James
A. Edmiston, the Company's newly elected Executive Vice President and Chief
Operating Officer (see Item 5.02 of this Current Report on Form 8-K below),
effective September 1, 2004. The Employment Agreement provides for the payment
to Mr. Edmiston of a base salary of $300,000 a year and a $50,000 signing bonus.
Mr. Edmiston will be eligible for annual bonus awards at the discretion of the
Company's Board of Directors. Mr. Edmiston was also granted 20,000 shares of
restricted stock and a stock option covering 100,000 shares. The Employment
Agreement has an initial term, which is automatically extended for one year upon
each anniversary, unless a one year notice not to extend is given by the
executive or the Company. The initial term of the Employment Agreement is
through May 31, 2007.
The Employment Agreement provides that if the Mr. Edmiston is
terminated without cause or notice, or resigns for good reason, then the Company
will pay two years base salary. In addition, the remaining restriction period of
any restricted stock awards will lapse, and any outstanding stock options shall
vest and remain exercisable for the shorter of 12 months or the remaining term.
Under the Employment Agreement, resignation for good reason includes that
someone other than Mr. Edmiston or the current Chief Executive Officer of the
Company is appointed Chief Executive Officer of the Company after August 31,
2005 and before August 31, 2006.
The Employment Agreement for Mr. Edmiston also provides that in the
event of a change of control of the Company and the termination of his
employment without cause or for good reason within 240 days before or 730 days
after a change of control, he will be entitled to the same benefits as for a
termination without cause or resignation for good reason, and is also entitled
to an amount equal to two times any annual bonus(the higher of the highest bonus
over the three prior years or the target bonus), continuation of accident, life,
disability, dental and health benefits for two years, and reimbursement for
taxes (including any excise tax) on the above amounts.
In consideration of the benefits provided under the Employment
Agreement, Mr. Edmiston agrees to protect the Company's trade secrets and,
during the period of employment and for two years thereafter, to not disclose
proprietary and confidential information or to compete with the Company in areas
in Russia and Venezuela where the Company is doing business or has prospective
interests.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On August 30, 2004, the Company's Board of Directors elected Mr. James
A. Edmiston as Executive Vice President and Chief Operating Officer of the
Company effective September 1, 2004.
Mr. Edmiston, age 45, earned a Bachelor of Science degree in Petroleum
Engineering from the Texas Tech University in 1982 and expects to earn a Masters
of Business Administration from the Fuqua School of Business at Duke University
in December 2004. Prior to joining Harvest, Mr. Edmiston was with Conoco and
ConocoPhillips for 22 years in various management positions. Since 2002, Mr.
Edmiston has been President, Dubai Petroleum Company, a ConocoPhillips affiliate
company in the United Arab Emirates. Dubai Petroleum has 700 employees and
operates four offshore fields producing about 120,000 barrels a day of oil. In
late 2001 and early 2002, Mr. Edmiston led the US Lower 48 Conoco transition and
integration team in preparation for the closing of the ConocoPhillips merger.
From 1999 to 2001, Mr. Edmiston was the General Manager, Petrozuata, C.A. in
Puerto La Cruz, Venezuela. Petrozuata is a $3.4 billion joint venture project,
which produces and upgrades extra-heavy oil from the Orinoco Basin. From 1996 to
1999, Mr. Edmiston was Conoco's South Texas Asset Manager. Prior to 1996, Mr.
Edmiston had both domestic and international responsibilities for Conoco,
including an assignment in Russia.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: September 2, 2004
HARVEST NATURAL RESOURCES, INC.
By: /s/ Kerry R. Brittain
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Kerry R. Brittain
Senior Vice President, General Counsel
and Corporate Secretary
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