UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 5, 2017
LILIS ENERGY, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-35330 | 74-3231613 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
| 300 E. Sonterra Blvd, Suite #1220 | ||
| San Antonio, TX | 78258 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(210) 999-5400
(Registrant’s telephone number, including area code)
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 1.01 Entry into a Material Definitive Agreement
On May 5, 2017, Lilis Energy, Inc. (the “Company”) entered into amendments to the employment agreements of each of Abraham Mirman, Chief Executive Officer, Joseph Daches, Executive Vice President and Chief Financial Officer, and Ariella Fuchs, EVP, General Counsel and Secretary (each an “Amendment”). The Amendments eliminate the executives’ eligibility to receive certain “cash incentive bonuses” under the agreements that had been tied to BOE and EBITDAX production thresholds. These incentive bonuses were replaced with bonuses paid out immediately in a combination of cash ($1,307,200 to Mr. Mirman; $998,900 to Mr. Daches; and $861,000 to Ms. Fuchs) and shares of Company common stock (280,000 shares to Mr. Mirman; 235,000 shares to Mr. Daches; and 150,000 shares to Ms. Fuchs) to each executive pursuant to terms agreed to by the Board of Directors of the Company.
The foregoing description of the terms of each of the Amendments with Mr. Daches, Mr. Mirman and Ms. Fuchs is not complete and is subject in its entirety by reference to the terms of such Amendments, copies of which are attached as Exhibits 10.1, 10.2 and 10.3 hereto.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
|
Exhibit
No. |
Description | |
| 10.1 |
Second Amendment to Employment Agreement with Abraham Mirman, dated as of May 5, 2017 |
|
| 10.2 | First Amendment to Employment Agreement with Joseph Daches, dated as of May 5, 2017 | |
| 10.3 | Second Amendment to Employment Agreement with Ariella Fuchs, dated as of May 5, 2017 |
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.
| Date: May 5, 2017 | LILIS ENERGY, INC. | |
| By: | /s/ Joseph C. Daches | |
| Chief Financial Officer | ||
EXHIBIT INDEX
|
Exhibit
No. |
Description | |
| 10.1 |
Second Amendment to Employment Agreement with Abraham Mirman, dated as of May 5, 2017 |
|
| 10.2 | First Amendment to Employment Agreement with Joseph Daches, dated as of May 5, 2017 | |
| 10.3 | Second Amendment to Employment Agreement with Ariella Fuchs, dated as of May 5, 2017 |
Exhibit 10.1
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
This Second Amendment to the Employment Agreement dated as of July 5, 2016 (the “ Employment Agreement ”), dated as of May 5, 2017 (this “ Amendment ”), is by and among Lilis Energy, Inc., a Nevada corporation (the “ Company ”), and Abraham Mirman (“ Executive ”).
WHEREAS, the parties hereto desire to amend the Employment Agreement as hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
1. Cash Incentive Bonus . Section 5.3 of the Employment Agreement is hereby deleted and replaced in its entirety to read as follows:
“5.3 Reserved.”
2. Additional Representations and Warranties . This Amendment and the Employment Agreement, as amended hereby, constitute the legal, valid and binding obligations of the parties hereto and are enforceable against each of the parties hereto in accordance with their respective terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.
3. Governing Law . This Amendment shall be governed, construed and enforced in accordance with the Laws of the State of New York without giving effect to the principles of conflicts of law thereof.
4. Effect on the Employment Agreement . The Employment Agreement is not modified or amended other than as expressly indicated herein, and all other terms and conditions of the Employment Agreement shall remain in full force and effect. The Employment Agreement, as amended hereby, shall remain in full force and effect and is hereby ratified and confirmed. Except as expressly set forth herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the parties, nor constitute a waiver of any provision of the Employment Agreement (or an agreement to agree to any future amendment, waiver or consent).
5. Counterparts . This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall be considered one and the same agreement.
[Signature on the following page]
IN WITNESS WHEREOF, Lilis and Executive have caused this Amendment to executed as of the date first written above.
| LILIS ENERGY, INC. | ||||
| By: | /s/ General Merrill McPeak | |||
| Name: | General Merrill McPeak | |||
| Title: |
Chairman of the Compensation
Committee |
|||
| EXECUTIVE | ||||
| By: | /s/ Abraham Mirman | |||
| Name: | Abraham Mirman | |||
| Title: | Chief Executive Officer | |||
Exhibit 10.2
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This First Amendment to the Employment Agreement dated as of January 23, 2017 (the “ Employment Agreement ”), dated as of May 5, 2017 (this “ Amendment ”), is by and among Lilis Energy, Inc., a Nevada corporation (the “ Company ”), Joseph Daches (“ Executive ”).
WHEREAS, the parties hereto desire to amend the Employment Agreement as hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
1. Cash Incentive Bonus . Section 5.2 of the Employment Agreement is hereby deleted and replaced in its entirety to read as follows:
“5.2 Reserved.”
2. Additional Representations and Warranties . This Amendment and the Employment Agreement, as amended hereby, constitute the legal, valid and binding obligations of the parties hereto and are enforceable against each of the parties hereto in accordance with their respective terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.
3. Governing Law . This Amendment shall be governed, construed and enforced in accordance with the Laws of the State of New York without giving effect to the principles of conflicts of law thereof.
4. Effect on the Employment Agreement . The Employment Agreement is not modified or amended other than as expressly indicated herein, and all other terms and conditions of the Employment Agreement shall remain in full force and effect. The Employment Agreement, as amended hereby, shall remain in full force and effect and is hereby ratified and confirmed. Except as expressly set forth herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the parties, nor constitute a waiver of any provision of the Employment Agreement (or an agreement to agree to any future amendment, waiver or consent).
5. Counterparts . This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall be considered one and the same agreement.
[Signature on the following page]
IN WITNESS WHEREOF, Lilis and Executive have caused this Amendment to executed as of the date first written above.
| LILIS ENERGY, INC. | ||||
| By: | /s/ Abraham Mirman | |||
| Name: | Abraham Mirman | |||
| Title: | Chief Executive Officer | |||
| EXECUTIVE | ||||
| By: | /s/ Joe Daches | |||
| Name: | Joe Daches | |||
Exhibit 10.3
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
This Second Amendment to the Employment Agreement dated as of July 5, 2016 (the “ Employment Agreement ”), dated as of May 5, 2017 (this “ Amendment ”), is by and among Lilis Energy, Inc., a Nevada corporation (the “ Company ”), and Ariella Fuchs (“ Executive ”).
WHEREAS, the parties hereto desire to amend the Employment Agreement as hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
1. Cash Incentive Bonus . Section 5.3 of the Employment Agreement is hereby deleted and replaced in its entirety to read as follows:
“5.3 Reserved.”
2. Additional Representations and Warranties . This Amendment and the Employment Agreement, as amended hereby, constitute the legal, valid and binding obligations of the parties hereto and are enforceable against each of the parties hereto in accordance with their respective terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.
3. Governing Law . This Amendment shall be governed, construed and enforced in accordance with the Laws of the State of New York without giving effect to the principles of conflicts of law thereof.
4. Effect on the Employment Agreement . The Employment Agreement is not modified or amended other than as expressly indicated herein, and all other terms and conditions of the Employment Agreement shall remain in full force and effect. The Employment Agreement, as amended hereby, shall remain in full force and effect and is hereby ratified and confirmed. Except as expressly set forth herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the parties, nor constitute a waiver of any provision of the Employment Agreement (or an agreement to agree to any future amendment, waiver or consent).
5. Counterparts . This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall be considered one and the same agreement.
[Signature on the following page]
IN WITNESS WHEREOF, Lilis and Executive have caused this Amendment to executed as of the date first written above.
| LILIS ENERGY, INC. | ||||
| By: | /s/ Abraham Mirman | |||
| Name: | Abraham Mirman | |||
| Title: | Chief Executive Officer | |||
| EXECUTIVE | ||||
| By: | /s/ Ariella Fuchs | |||
| Name: | Ariella Fuchs | |||