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 1, 2020
PURE CYCLE CORPORATION
(Exact
name of registrant as specified in its charter)
Colorado
(State
or other jurisdiction of incorporation)
0-8814
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84-0705083
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(Commission
File Number)
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(IRS
Employer Identification No.)
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34501 East Quincy Avenue, Building 34, Box 10, Watkins, CO
80137
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone, including area code
(303) 292-3456
N/A
(Former
name or former address, if changed since last report.)
Securities registered pursuant to Section 12(b) of the
Act:
Common Stock 1/3 of $.01 par value
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PCYO
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The NASDAQ Stock Market
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(Title
of each class)
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(Trading
Symbol(s))
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(Name
of each exchange on which registered)
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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))
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.
This
current report on Form 8-K is filed by Pure Cycle Corporation (the
“Registrant”), a Colorado corporation, in connection
with the matters described herein.
Item
5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(c) Appointment
of Officer
On
April 1, 2020, Kevin B. McNeill, age 48, joined the Registrant as
Vice President, and the board of directors of the Registrant voted
to elect Mr. McNeill as Chief Financial Officer, principal
accounting officer and principal financial officer of the
Registrant effective as of April 10, 2020. Mark W. Harding will
continue to serve as the Registrant’s President and Chief
Executive Officer, but will relinquish his position as Chief
Financial Officer, principal accounting officer and principal
financial officer effective as of April 10, 2020.
Mr.
McNeill has more than 24 years of accounting and finance
experience. Prior to joining the Registrant, Mr. McNeill was the
VP, Chief Financial Officer and Chief Compliance Officer, from July
2018 through March 2020, of TCG Group Holdings, LLP, a privately
held wealth management company in Austin, Texas. From May 2012 to
July 2018, Mr. McNeill was the Controller for First Western
Financial, Inc., where he played an integral role in the successful
completion of First Western’s initial public offering. Mr.
McNeill began his career with Ernst and Young in Denver in the
Audit and Advisory Business Services group. After being promoted to
Audit Manager, Mr. McNeill transitioned to corporate accounting and
served in various positions, including serving as Controller of the
Registrant from 2004 through May 2012. Mr. McNeill obtained his
Bachelor Degree and Master of Accountancy from the University of
Denver and is a licensed Certified Public Accountant.
There
are no arrangements or understandings between Mr. McNeill and any
other persons pursuant to which he was selected as an officer of
the Registrant. Mr. McNeill has no family relationship with any
director or executive officer of the Registrant and has not been
involved in any related party transaction that would require
disclosure pursuant to Item 404(a) of Regulation S-K.
Mr.
McNeill entered into an offer letter with the Registrant providing
for at-will employment with an annual base salary of $225,000. Mr.
McNeill will be eligible for discretionary bonuses on the same
basis as other officers and key employees of the Registrant. In
addition, he will be eligible to the standard benefits available to
all full-time employees of the Registrant.
A copy
of the press release announcing the appointment is attached hereto
as Exhibit 99.1.
Item
9.01
(d) Exhibits.
Exhibit No.
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Description
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Offer
Letter between Pure Cycle Corporation and Kevin B. McNeill dated
January 23, 2020
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Press
Release dated April 2, 2020 announcing the appointment of Kevin B.
McNeill as Vice President and Chief Financial Officer of the
Registrant.
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SIGNATURE
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: April 2,
2020
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PURE CYCLE
CORPORATION
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By:
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/s/ Mark W. Harding
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Mark W. Harding
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President and Chief Financial
Officer
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January
23, 2020
Kevin
McNeill
15202
Dorothy Drive
Austin,
TX 78734
Dear
Kevin:
We are
pleased to offer you a senior leadership position with Pure Cycle
Corporation (“PCYO”). Your position title will be Vice
President | Chief Financial Officer and your employment will begin
on March 23, 2020, or such time as is mutually agreed
upon.
PCYO
offers a competitive package of Benefits, Base Compensation, and
Incentives. Your initial compensation, position and benefits will
be as follows:
●
Annual salary of
$225,000.
●
Pure Cycle’s
compensation structure offers senior manager a base salary plus
incentives which may include a cash bonus of participation in the
company Equity Incentive Plan. Each year the Compensation Committee
of the Board of Directors develops a compensation matrix to
evaluate the CEO and other senior management. The compensation
matrix seeks to include quantitative and qualitative matrices to
evaluate annual performance. Any awards are solely at the
discretion of the Board.
●
Bonuses, if any,
are paid annually following the closing of the fiscal year end
books and approval by the board of directors.
●
A cell phone
allowance of $30 per month.
●
PCYO will pay for
relocation expenses up to $12,500, payable on your first payroll of
employment and subject to the submission of receipts for allowable
moving expenses.
2.
Position
Structure and Responsibilities:
●
You will report to
Mark Harding, President and CEO.
●
Your direct reports
will include all accounting/finance staff, which can be modified as
the business needs change and evolve. You will directly lead and
manage all key accounting/finance activities.
●
As VP/CFO,
you
will lead and be responsible for all financial affairs of PCYO as
well as helping to guide the overall direction of the Company with
the President. Critical components of your role will include, but
not be limited to: financial stewardship of PCYO assets and
capital, expense management, implementation and maintenance of
internal controls, profit maximization, oversight and optimization
of business segments, guiding and oversee projections, assisting
with M&A and growth opportunities of the Company, contract
review/approval, business unit financial review and guidance, human
resources management and overall leadership to the Company . This
role will be a fluid role and not limited to just financial
leadership but taking on an overall executive leadership role for
the company as a whole.
●
Before your
position becomes official, there are certain pre-hire steps that
will be completed which could include but not limited to a
background and/or credit check and your employment is contingent
upon those steps.
34501
E. Quincy Ave, Bldg. 34, Watkins, CO 80137
Tel:
(303) 292-3456 Fax: (303) 292-3475
www.purecyclewater.com
3.
Employment Status: You will be an
employee of PCYO and your employment at all times will be
considered “at-will.” This means you or PCYO can
terminate the employment relationship at any time, for any reason.
To receive any bonus or incentives described above, all employees
must be employed in good standing at the time of
payment.
4.
Expense Reimbursement: Your reasonable
cost of business travel and expenses that are directly related to
your duties will be reimbursed. At all times such reimbursements
are subject to the terms and conditions of PCYO’s expense
reimbursement policies.
5.
Health
Insurance, Supplemental Benefits and Retirement Plan:
●
You will be able to
participate in the PCYO health insurance in the same manner as all
other employees, as well as all other employee benefits and
supplemental insurance programs offered to all full-time employees.
Further details of plans offered and related costs will also be
provided.
●
You will be able to
participate in PCYO’s 401(k) savings plan and receive
qualifying match in the same manner as all other
employees.
Upon
your agreement with the terms of this letter, please sign and
return it to me.
Sincerely,
Pure Cycle Corporation
By:
/s/__Mark
Harding_________________________1-23-2020___
Mark
Harding, President DATE
By:
/s/ Kevin
McNeill__________________________1-23-2020___
Kevin
McNeill DATE
Pure Cycle Corporation
Announces Three and Six Months Ended February 29, 2020
Earnings Call
and
Addition of New Chief Financial Officer
Denver,
Colorado – April 2, 2020 – Pure Cycle Corporation
(NASDAQ Capital Market: PCYO) (“Pure Cycle” or the
“Company”) announced it will release its three and six
months ended February 29, 2020 financial results on April 7, 2020
and hold a conference call that day to discuss the
results.
We will host a conference call on Tuesday, April 7, 2020, at 4PM
Eastern (2PM Mountain) to discuss the financial results and answer
questions. Call details are presented below. We will post a
detailed slide presentation, which provides an overview of the
Company and presents summary financial results on our website that
can be accessed at www.purecyclewater.com.
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Q2 2020
EARNINGS CALL
When:
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4:00PM Eastern (2PM
Mountain) on April 7, 2020
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Call in
number:
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877-407-8033 (no
pass codes required)
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International call
in number:
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201-689-8033 (no
pass codes required)
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Replay available
until:
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April 21, 2020 at
4:00PM ET
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Replay call in
number:
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877-481-4010
#34021
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Event
link:
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https://www.webcaster4.com/Webcast/Page/2247/34021
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Additionally,
Pure Cycle is pleased to announce the addition of Kevin McNeill as
the Company’s Vice President with appointment to Chief
Financial Officer effective in early April 2020.
Mr. McNeill began his career with Ernst &Young in Denver in the
Audit and Advisory Business Services group. After being promoted to
Audit Manager, Mr. McNeill transitioned to corporate accounting and
served in various positions including as Controller of Pure Cycle
from 2004 through 2012 when he left to be Controller for First
Western Financial, Inc., where he was instrumental in completing
their IPO. Most recently Mr. McNeill was the VP, Chief Financial
Officer and Chief Compliance Officer for a privately held wealth
management company in Austin, Texas. Mr. McNeill has more than 24
years of accounting and finance experience. Mr. McNeill obtained
his Bachelor Degree and Master of Accountancy from the University
of Denver.
“We
are excited to welcome Kevin back to the Company as our
VP/CFO”, commented Mark Harding, President and CEO.
“Kevin has gained tremendous experience since his tenure at
Pure Cycle and we look forward to him bringing this experience and
depth to our management team” added Mr. Harding.
Company Information
Pure
Cycle owns land and water assets in the Denver, Colorado
metropolitan area. Pure Cycle provides water and wastewater
services to customers located in the Denver metropolitan area,
including the design, construction, operation and maintenance of
water and wastewater systems, and operates a land development
segment that is developing a master planned mixed-use
community.
Additional
information including our recent press releases and Annual Reports
are available at www.purecyclewater.com,
or you may contact our President, Mark W. Harding, at 303-292-3456
or at info@purecyclewater.com.