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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 April 22, 2022
(Date of earliest event reported)
 
 
ensv20220415_8kimg001.jpg
 
Enservco Corporation
(Exact name of registrant as specified in its charter)
 
 
Delaware
  
001-36335
  
84-0811316
(State or other jurisdiction of
incorporation)
  
(Commission File Number)
  
(IRS Employer Identification No.)
 
14133 County Road 9½
Longmont, Colorado 80504
 
(Address of principal executive offices) (Zip Code)
 
(303) 333-3678
(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:
 
 
☐
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))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which
registered
Common Stock, $0.005 par value
ENSV
NYSE American
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. ☐
 
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(c).
Appointment of Chief Financial Officer and Appointment of Interim Principal Financial Officer and Interim Principal Accounting Officer
 
Mark Patterson, 59, the Company’s Senior Vice President, will be appointed as Chief Financial Officer of the Company effective April 22, 2022. Mr. Patterson will receive an annual base salary of $175,000 and will be eligible for an annual discretionary bonus of between 10% and 30% of his base salary. As a material incentive for entering his employment with the Company, on April 15, 2022, the Company will grant Mr. Patterson a 300,000 share restricted stock award that will be subject to transfer and forfeiture restrictions that will lapse in three equal installments of 100,000 restricted shares on each of July 1, 2022, January 1, 2023, and January 1, 2024, subject to his continuous service through each vesting date. The restricted stock award is an incentive to Mr. Patterson’s commencing employment in his new positions and is not being granted under the Company’s 2016 Equity Incentive Plan.
 
Additionally, the Company will grant Mr. Patterson a 45,000 share restricted stock award on April 22, 2022, which will be subject to transfer and forfeiture restrictions that will lapse in three equal installments of 15,000 restricted shares on each of July 1, 2022, January 1, 2023, and January 1, 2024, subject to his continuous service through each vesting date. Such restricted stock award will be issued pursuant to the Company’s 2016 Equity Incentive Plan.
 
The vesting of all such shares of restricted stock would accelerate upon any termination or constructive termination of his employment with the Company without cause that occurs within one year a change of control of the Company .
 
Mark Patterson was formerly a member of the Board of Directors and Chief Financial Officer of Express 1- Expedited Solutions (now known as XPO Logistics, Inc.). Previously, Mr. Patterson was Executive Vice-President, Chief Financial Officer, and Chief Operating Officer of All State Express. Before that, Mr. Patterson was Chief Financial Officer and acting Chief Executive Officer of Transcard LLC, a financial technology company.
 
Effective April 22, 2022, Richard Murphy will serve as the Company’s interim Principal Financial Officer and Principal Accounting Officer until such time as the Company’s Form 10-K for fiscal year ended December 31, 2021 and the restated quarterly reports on Form 10-Q for the fiscal quarters ended each of March 31, 2021, June 30, 2021 and September 30, 2021 are filed with the Securities Exchange Commission. After such filings, Mark Patterson will assume the position as the Company’s Principal Financial Officer and Principal Accounting Officer.
 
Item 8.01
Other Events
 
The Company issued a press release on April 25, 2022 indicating that the Company had appointed Mark Patterson as its Chief Financial Officer.
 
Item 9.01
Financial Statements and Exhibits.
 
(d) Exhibits
 
A press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
 
Exhibit No.         Description/Exhibit
 
99.1         Press Release dated April 25, 2022
104          Cover Page Interactive Data File (embedded within the Inline XBRL document)
  
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on April 25, 2022.
 
 
Enservco Corporation
   
     
     
 
By:
 /s/ Richard A. Murphy
   
 Richard A. Murphy, Executive Chairman
 
 

Exhibit 99.1

 

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Enservco Corporation Appoints Mark K. Patterson Chief Financial Officer

 

LONGMONT, CO – April 25, 2022 – Enservco Corporation (NYSE American: ENSV), a diversified national provider of specialized well-site services to the domestic onshore conventional and unconventional oil and gas industries, today announced that Mark K. Patterson has been appointed Chief Financial Officer effective April 22, 2022. He succeeds the departing Marjorie Hargrave.

 

Patterson, who joined Enservco recently as Senior Vice President, is an accomplished senior executive with extensive experience in financial and strategic planning, operations, logistics, capital markets, and M&A. He is a growth-oriented manager with a track record of leading and executing transformative business and financial strategies with private and public companies ranging from start-ups to multi-billion-dollar enterprises.

 

Patterson is the former Board Member and CFO of Express-1 Expedited Solutions, which later changed its name to XPO Logistics – a $12 billion NYSE-listed freight transportation company. Previous assignments include Executive Vice President, CFO and COO of All-State Express, where he led operations, sales, safety, accounting and strategic planning; CFO and acting CEO of Transcard LLC, a financial technology company where he was responsible for operations, finance and accounting; and Executive Vice President and CFO of Appalachian Underwriters, an international insurance group where he led financial and operational matters. He is the founder and an owner of BetterWay Logistics, a fast-growing private freight brokerage agency.

 

“We are very pleased to add Mark to lead our finance team. He is a highly accomplished executive who has produced excellent results at every company he has been associated with throughout his career,” said Rich Murphy, Executive Chairman of Enservco. “We look forward to benefitting from his energy, skill set and experience as we advance our business strategy.”

 

“I am excited to join Enservco at a time when the energy industry is rebounding and opportunities for organic and acquisitive growth are growing,” said Patterson. “Enservco enjoys a strong industry reputation, a blue-chip customer base and a national footprint, which combine to provide a solid foundation to build upon.”

 

As a material incentive for entering his employment with the Company, Patterson will receive a restricted stock award grant outside of the Company’s 2016 Equity Incentive Plan aggregating 300,000 restricted shares of the Company’s Common Stock vesting over a three-year period subject to continuous service through each vesting date.

 

 

 
 

 

About Enservco

 

Through its various operating subsidiaries, Enservco provides a range of oilfield services, including hot oiling, acidizing, frac water heating, and related services. The Company has a broad geographic footprint covering seven major domestic oil and gas basins and serves customers in Colorado, Montana, New Mexico, North Dakota, Oklahoma, Pennsylvania, Ohio, Texas, Wyoming, West Virginia, Utah, Michigan, Illinois, Florida, New Mexico and Louisiana. Additional information is available at www.enservco.com.

 

Cautionary Note Regarding Forward-Looking Statements

 

This news release contains information that is "forward-looking" in that it describes events and conditions Enservco reasonably expects to occur in the future. Expectations for the future performance of Enservco are dependent upon a number of factors, and there can be no assurance that Enservco will achieve the results as contemplated herein. Certain statements contained in this release using the terms "may," “intends,” "expects to," and other terms denoting future possibilities, are forward-looking statements. The accuracy of these statements cannot be guaranteed as they are subject to a variety of risks, which are beyond Enservco's ability to predict, or control and which may cause actual results to differ materially from the projections or estimates contained herein. Among these risks are those set forth in Enservco’s annual report on Form 10-K for the year ended December 31, 2020, and subsequently filed documents with the SEC. Forward looking statements in this news release include the ability of the Company to advance its business strategy, achieve its growth objectives and maintain a strong balance sheet. In addition, we believe the higher oil price environment bodes well for the Company in the and the ability raise additional equity. Enservco disclaims any obligation to update any forward-looking statement made herein, except as required by law.

 

Contact:

 

Marjorie Hargrave

President and Chief Financial Officer

Enservco Corporation

mhargrave@enservco.com

 

Pfeiffer High Investor Relations, Inc.

Jay Pfeiffer

Phone: 303-880-9000

Email: jay@pfeifferhigh.com