Enservco Corporation (NYSEMKT:ENSV) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of
Certain Officers; Compensatory
Arrangements of Certain Officers.
Departure of Chief Executive Officer and
Director
On May 5, 2017, Rick D. Kasch notified Enservco Corporation (the
Company) of his resignation as President, Chief Executive
Officer, and as a member of the Companys Board of Directors (the
Board), effective immediately. Mr. Kasch also resigned from all
positions held with the Companys subsidiaries. Mr. Kaschs
decision to resign was not the result of any disagreement with
the Company, the Board, or management, or any matter relating to
the Companys operations, policies or practices.
In connection with Mr. Kaschs resignation, the Company entered
into an Executive Severance Agreement with Mr. Kasch on May 5,
2017 (the Severance Agreement). The Severance Agreement provides
for certain modified severance compensation and benefits to Mr.
Kasch in lieu of and in settlement of the compensation and
benefits to be paid to Mr. Kasch upon termination of his
employment to the Employment Agreement between the Company and
Mr. Kasch entered into effective June 22, 2016 (the Kasch
Employment Agreement), which was previously filed as Exhibit
10.01 to the Companys Current Report on Form 8-K filed with the
SEC on June 27, 2016.
to the terms of the Severance Agreement, the Company will pay Mr.
Kasch his base salary through May 31, 2017 in accordance with the
normal schedule for such payment, subject to Mr. Kaschs agreement
that such salary shall be reduced to 50% of his base salary
effective May 5, 2017. On the next regular payday of the Company
following May 31, 2017, the Company will pay Mr. Kasch any
remaining balance of the accrued and unpaid amount of his reduced
base salary, together with benefits, including unused vacation
days (which amount to $25,044.78) and expense reimbursements
which are then due and payable under the Kasch Employment
Agreement. In addition, provided that Mr. Kasch does not exercise
his right to revoke the Severance Agreement within seven days of
its execution, Mr. Kasch will receive the following severance
payments, subject to applicable employer and employee withholding
by the Company: (i) payment to Mr. Kasch of $391,000 as follows:
(x) an initial payment in the amount of $120,000 on May 31, 2017
and (y) the balance of $271,000 payable in 11 equal monthly
installments of $24,636.36 commencing on July 1, 2017 with a
final installment of the balance then due on June 1, 2018; (ii) a
bonus payment of $120,000 on or before April 1, 2018; (iii) a
lump sum representing the automobile allowance to the Kasch
Employment Agreement in the amount of $25,199.85 on the first
payday following May 5, 2017; (iv) a lump sum representing health
care benefits to the Kasch Employment Agreement in the amount of
$18,793.71 on the first payday following May 5, 2017; and (v) a
lump sum representing 401(k) matching benefits in the amount of
$21,839.48 on the first payday following May 5, 2017. Finally,
all non-vested stock options held by Mr. Kasch will immediately
vest on May 5, 2017 and, in accordance with the agreements
establishing such options, Mr. Kasch will have three months from
and after May 5, 2017 to exercise his options in accordance with
the applicable agreements.
Mr. Kasch will continue to serve as a consultant to the Company
until June 30, 2017 (the Separation Date). Additionally, Mr.
Kasch will cooperate and consult with the Company and its
executive officers and the Board after the Separation Date, on an
as-needed basis, at no cost to the Company, for up to 20 hours
per month, through August 31, 2017.
The Severance Agreement contains other standard provisions
contained in agreements of this nature including restrictive
covenants concerning confidentiality, non-competition,
non-solicitation and non-disparagement, and a general release of
any and all claims Mr. Kasch may have against the Company, its
directors, officers and associated persons.
The foregoing description of the Severance Agreement does not
purport to be complete and is qualified in its entirety by
reference to such agreement, a copy of which is filed as
Exhibit 10.1 hereto and incorporated herein by reference.
Appointment of Chief Executive Officer and
Director
Effective May 9, 2017, the Board of Directors of the Company
(the Board) has appointed Ian Dickinson as the Companys Chief
Executive Officer and as a member of the Board.
Mr. Dickinson, age 44, joins the Company from Caddis Capital
Investments, LLC (Caddis), an actively managed private equity
firm, where he has been a partner since July, 2016. Prior to
joining Caddis, Mr. Dickinson served as President and Chief
Executive Officer of Premier Oilfield Equipment Company
(Premier) from its acquisition by Altira Group, LLC in
February, 2012, until July, 2016. Prior to that, Mr. Dickinson
served as Senior Vice President of Finance at Startek, Inc.
(SRT), a global contact center outsource services provider,
from March 2011 until February, 2012, and as Managing Director
at Slalom Consulting, LLC, leading the CFO Advisory Services
practice from October, 2009 until March, 2011. His previous
experience includes CFO and corporate development roles at
several private equity and venture capital backed companies.
Mr. Dickinson began his career in various and expanding
leadership roles in finance and MA at Quest Communications
(acquired by CenturyLink), Nextel (acquired by Sprint), and ADT
Security Services. Mr. Dickinson is a member of Young President
Organization Colorado Chapter, and currently serves on the
Board of Directors of Fox Management, LLC (a non-reporting
company) and the ACE Scholarships Advisory Board. Mr. Dickinson
is a graduate of Fort Lewis College in Durango, Colorado.
There are no arrangements or understandings between Mr.
Dickinson and any other persons to which Mr. Dickinson was
selected to be an officer and director. Mr. Dickinson does not
have any family relationships subject to disclosure under Item
401(d) of Regulation S-K or any direct or indirect material
interest in any transaction required to be disclosed to Item
404(a) of Regulation S-K.
In connection with his appointment as the Companys Chief
Executive Officer, the Company and Mr. Dickinson entered into
an Employment Agreement effective May 9, 2017 (the Dickinson
Employment Agreement). to the Dickinson Employment Agreement,
Mr. Dickinson will receive an annual base salary of $250,000,
and is eligible each year to receive a discretionary bonus in
addition to his base salary, which will be awarded in such
amounts as the Board will determine. Mr. Dickinson was also
granted stock options to purchase 1,200,000 shares of the
Companys common stock. The exercise price of the stock options
is the greater of (x) $0.30 per share; or (y) the 20 day moving
average price per share of the Companys stock. The stock
options vest in one third installments, the first of which
vested on May 9, 2017, the second of which vests on May 9, 2018
and the third of which vests on May 9, 2019, provided that Mr.
Dickinson continues to be employed by the Company on those
dates.
The Dickinson Employment Agreement provides for severance
compensation if Mr. Dickinson is terminated without cause or
upon a change of control. The Dickinson Employment Agreement
also contains other standard provisions contained in agreements
of this nature, including confidentiality and non-competition
provisions as well as eligibility for discretionary bonuses and
long term incentive awards.
The foregoing description of the Dickinson Employment Agreement
does not purport to be complete and is qualified in its
entirety by reference to such agreement, a copy of which is
filed as Exhibit 10.2 hereto and incorporated herein by
reference.
Item 7.01.Regulation FD Disclosure.
On May 10, 2017, the Company issued a press release
announcing certain of the matters described in Item 5.02 of
this Current Report on Form 8-K. A copy of the press release
is included as Exhibit 99.1 to this Form 8-K.
The information set forth in this Item 7.01, including
Exhibit 99.1, is being furnished to Item 7.01 and shall not
be deemed 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 it
shall not be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or under the
Exchange Act, except as expressly provided by such specific
reference in such a filing.
Item 9.01.Financial Statements and Exhibits.
| (d) | Exhibits | |
|
|
10.1 |
Executive Severance Agreement dated May 5, 2017, by and |
| 10.2 |
Employment Agreement effective May 9, 2017, by and between Ian Dickinson and the Company. Filed herewith. |
|
| 99.1 | Press Release dated May 10, 2017. | |
About Enservco Corporation (NYSEMKT:ENSV)
Enservco Corporation provides well and fluid management services to the domestic onshore oil and natural gas industry. The Company’s services include frac water heating, hot oiling and acidizing (well enhancement services), and water transfer, water treatment, water hauling, fluid disposal, frac tank rental (fluid management services) and other general oilfield services. Well enhancement services consist of frac water heating, acidizing, hot oiling services and pressure testing. These services are provided by its subsidiary, Heat Waves Hot Oil Service LLC (Heat Waves), which utilize a fleet of approximately 200 custom designed trucks and other related equipment. The Company owns or leases, and operates approximately 65 water-hauling trucks and trailers equipped with pumps to move water from or into wells, tanks and other storage facilities. Each truck has a hauling capacity of approximately 130 barrels. It also provides well-site construction and roustabout services. Enservco Corporation (NYSEMKT:ENSV) Recent Trading Information
Enservco Corporation (NYSEMKT:ENSV) closed its last trading session up +0.053 at 0.343 with 738,406 shares trading hands.
