SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 18, 2019 (March 15, 2019)
Harvest Oil & Gas Corp.
(Exact name of registrant as specified in its charter)
|(State or other Jurisdiction
|1001 Fannin Street, Suite 750, Houston, Texas||77002|
|(Address of Principal Executive Offices)||(Zip Code)|
Registrant’s telephone number, including area code: (713) 651-1144
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:
|¨||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))|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
|Item 5.02||Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.|
Resignation of Director
On March 15, 2019, Colby Dunn notified the Board of Directors (the “Board”) of Harvest Oil & Gas Corp. (the “Company”) of his decision to resign from his positions as Chairman of the Board and member of the Board, effective as of such date. Prior to his resignation, Mr. Dunn served on the Compensation Committee of the Board. Mr. Dunn’s decision to resign is for personal reasons and not the result of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Appointment of Director
On March 15, 2019, the Board appointed Tim Caflisch to serve as a member of the Board, effective immediately upon Mr. Dunn’s resignation. The Board also appointed Mr. Caflisch to serve as a member of the Compensation Committee. There are no arrangements or understandings between Mr. Caflisch and any other persons pursuant to which Mr. Caflisch was selected as a director of the Company. In connection with his election to the Board, Mr. Caflisch entered into the Company’s standard indemnification agreement for directors and officers. Mr. Caflisch does not have any direct or indirect material interest in any transaction or series of similar transactions contemplated by Item 404(a) of Regulation S-K.
Also on March 15, 2019, the Board appointed Steven J. Pully, a current member of the Board, to serve as Chairman of the Board.
|Item 7.01||Regulation FD Disclosure.|
On March 18, 2019, the Company issued a press release with respect to the changes to the Board described in Item 5.02 of this Current Report on Form 8-K. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. This information shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
|Item 9.01||Financial Statements and Exhibits.|
|99.1||Press release issued March 18, 2019.|
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.
|Harvest Oil & Gas Corp.|
|March 18, 2019||By:||/s/ Michael E. Mercer|
|Michael E. Mercer|
|President and Chief Executive Officer|
Harvest Oil & Gas Announces Changes in Board of Directors
HOUSTON, March 18, 2019 (Globe Newswire) -- Harvest Oil & Gas Corp. (OTCQX: HRST) (“Harvest” or the “Company”) today announced that Colby Dunn has resigned from his positions as Chairman of the Board of Directors of the Company (the “Board”) and member of the Board. Prior to his resignation, Mr. Dunn served on the Compensation Committee of the Board. Mr. Dunn’s decision to resign is for personal reasons and not the result of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
The Board has appointed Tim Caflisch to serve as a member of the Board and as a member of the Compensation Committee. Mr. Caflisch is a member of the investment team of Finepoint Capital LP, a Boston-based investment firm. Mr. Caflisch joined Finepoint in November 2015, and is focused on value and event driven opportunities across industries and geographies. Prior to joining Finepoint, Mr. Caflisch was a member of KKR’s Special Situations team, based in London, where he concentrated on publicly traded distressed credit and privately originated rescue financings. He graduated from Stanford University with a bachelor’s degree in Economics.
The Board also appointed Steven J. Pully, a current member of the Board, to serve as Chairman of the Board.
About Harvest Oil & Gas Corp.
Harvest is an independent oil and gas company engaged in the efficient operation and development of onshore oil and gas properties in the continental United States. The Company’s assets consist primarily of producing and non-producing properties in the Barnett Shale, the San Juan Basin, the Appalachian Basin (which includes the Utica Shale), Michigan, the Mid-Continent areas in Oklahoma, Texas, Arkansas, Kansas and Louisiana, the Permian Basin and the Monroe Field in Northern Louisiana. More information about Harvest is available on the internet at https://www.hvstog.com.
Harvest Oil & Gas Corp., Houston,