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): April 21, 2005
American Oil & Gas, Inc.
---------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 0-31547 88-0451554
------ ------- ----------
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
1050 17th Street, Suite 1850 Denver, CO 80265
---------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 991-0173
-------------
N/A
--------------------------------------------------------
(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))
Item 1.01. Entry into a Material Definitive Agreement.
------------------------------------------
On April 21, 2005, American Oil & Gas Inc. (the "Company") and Tower
Colombia Corporation, a Colorado corporation ("Tower"), entered into a
definitive agreement for, and completed, the merger of Tower with and into the
Company. Tower was an independent oil and natural gas company engaged in
exploration, development and production of hydrocarbon reserves primarily in the
Rocky Mountain region.
Existing shares of the Company's common stock remain outstanding, the
shares of common stock of Tower were cancelled and Tower's shareholders received
a total of 5,800,000 shares of Company common stock in exchange. Tower's
shareholders were Mr. Patrick O'Brien, Mr. Bob Solomon, and Mr. Kendell
Tholstrom. Mr. O'Brien is the Chief Executive Officer and Chairman of the Board
of the Company. Mr. Tholstrom is the Secretary and Treasurer of the Company and
is a member of the Company's Board of Directors.
Under the terms of the merger agreement, Tower's former shareholders agree
to indemnify the Company for breaches of certain representations, warranties,
covenants, and agreements in the merger agreement. This indemnification is
limited to the shares of the Company's common stock the former Tower
shareholders received in the merger (or the proceeds from the sale thereof).
Conversely, the Company also agrees to indemnify the former Tower shareholders
for breaches of certain representations, warranties, covenants, and agreements
in the merger agreement. The Company's indemnification under the merger
agreement is limited to the lesser of (i) an amount equal to the aggregate bid
price of the shares of the Company's common stock received by the former Tower
shareholders under the merger agreement on the OTC Bulletin Board on April 21,
2005 or (ii) an amount equal to the aggregate bid price of those shares on the
OTC Bulletin Board, or on such other national security exchange or registered
securities association that the Company's common stock is then traded, on the
first day that an amount is due by the Company to the former Tower shareholders
under the Company's indemnification requirements in the merger agreement.
Simultaneously with the completion of the merger of Tower with and into the
Company, Mr. Patrick O'Brien, Mr. Bob Solomon, Mr. Kendell Tholstrom, and Mr.
Andrew P. Calerich (each, a "Key Employee") each signed employment agreements
with the Company. Messrs. O'Brien, Tholstrom, and Calerich have retained their
positions with the Company and Mr. Solomon was appointed Vice President of the
Company. Each Key Employee's employment agreement has a five year term and sets
an annual base salary of $95,000. In addition, each employment agreement
provides that the Key Employee will receive standard employment benefits.
Mr. Calerich's employment agreement provides for a stock option award to
purchase 500,000 shares of the Company's common stock at an exercise price of
$3.66 per share. One-sixth of this stock option award is immediately
exercisable, and one-sixth will become exercisable on April 21 of each of 2006,
2007, 2008, 2009, and 2010, provided that Mr. Calerich continues to be employed
by the Company. In addition, pursuant to Mr. Calerich's previous employment
agreement, Mr. Calerich acquired 500,000 shares of the Company's common stock as
additional compensation, with 250,000 shares vesting on July 1, 2004 and the
remaining 250,000 shares scheduled to vest on July 1, 2005, provided that Mr.
Calerich continued to be employed by the Company. Pursuant to Mr. Calerich's new
employment agreement, 125,000 of these shares now vest on May 1, 2005, and the
remaining 125,000 will continue to vest on July 1, 2005, provided that Mr.
Calerich continues to be employed by the Company.
During the term of each Key Employee's employment agreement and, in the
event an employment agreement is terminated for Cause (as defined therein) or
for certain other reasons, for one year after the termination, each Key Employee
is subject to non-competition and non-solicitation provisions, subject to
standard exceptions. In the event that the Company's board of directors
terminates a Key Employee and the board of directors determines that the
termination is not for Cause, the Company shall pay that Key Employee all
accrued unpaid compensation up to the date of termination together with
compensation and benefits for three months following the date of termination.
The foregoing descriptions of the merger agreement and each of the
employment agreements do not purport to be complete and are qualified in their
entirety by reference to those documents, copies of which were filed as Exhibits
2(1), 10(iv), 10(v), 10(vi), and 10(vii), respectively, to the Company's Post
Effective Amendment No. 1 to Form SB-2 filed with the Securities & Exchange
Commission on April 27, 2005, and incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
---------------------------------------------------
To the extent applicable, the contents of Item 1.01 above are incorporated
into this Item 2.01 by reference.
Item 3.02 Unregistered Sales of Equity Securities.
----------------------------------------
To the extent applicable, the contents of Item 1.01 above are incorporated
into this Item 2.01 by reference. The Company relied on exemptions from
registration under the Securities Act of 1933, as amended, including, but not
limited to, Section 4(2) of the Securities Act of 1933, as amended, as the basis
for this issuance.
Item 7.01. Regulation FD Disclosure.
-------------------------
On April 22, 2005, the Company issued a press release entitled "American
Oil & Gas Completes Acquisition of Tower Colombia Corporation." A copy of the
press release is attached hereto as Exhibit 99.1.
On April 25, 2005, the Company issued a press release entitled "American
Oil & Gas Reports Results at South Glenburn." A copy of the press release is
attached hereto as Exhibit 99.2.
In accordance with General Instruction B.2 of Form 8-K, the information in
this Item 7.01 of this report shall not be deemed "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed
incorporated by reference in any filing.
Item 9.01 Financial Statements and Exhibits.
-----------------------------------
(c) Exhibits
Exhibit Number Description of Exhibit
- -------------- ----------------------
99.1 Press Release, dated April 22, 2005
99.2 Press Release, dated April 25, 2005
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.
American Oil & Gas, Inc.
Signature: /s/ Andrew P. Calerich
---------------------------------
Name: Andrew P. Calerich
Title: President and Chief Financial Officer
Dated: April 27, 2005