- Amended Current report filing (8-K/A)
June 16 2009 - 3:20PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): June 16, 2009
PARALLEL PETROLEUM
CORPORATION
(Exact name of registrant as
specified in its charter)
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Delaware
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0-13305
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75-1971716
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1004 N. Big Spring, Suite
400, Midland, Texas
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79701
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number,
including area code:
(432) 684-3727
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Not
Applicable
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(Former name or former address if changed since last report.)
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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:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
1
EXPLANATORY NOTE
In Form 8-K filed with the
Securities and Exchange Commission on May 27, 2009 (the “Prior
Form 8-K”), Parallel Petroleum Corporation, or the
“Company”, reported the grant of stock options to the
Company’s five executive officers. The Prior Form 8-K inadvertently
described the options as initially vesting on May 20, 2009. The initial
vesting date should have been May 20, 2010. Accordingly, this Form 8-K/A
amends and restates the Prior Form 8-K in its entirety.
Item 5.02.
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Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal Officers; Compensatory
Arrangements of Certain Officers
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Stock Option
Grants to Executive Officers
At a meeting of the
Board of Directors and the Compensation Committee (the “Committee”)
of the Board of Directors of Parallel Petroleum Corporation (the
“Company”) held on May 20, 2009, the Committee approved and
granted nonqualified stock options to each of the Company’s executive
officers as follows:
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Number of
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Name of
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Shares of
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Executive Officer
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Common Stock
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and Position
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Underlying
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with Company
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Stock Option
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Exercise Price
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Larry C. Oldham
Chief Executive Officer
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104,000
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$
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2.00
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Donald E. Tiffin
Chief Operating Officer
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91,000
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$
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2.00
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Steven D. Foster
Chief Financial Officer
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52,000
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$
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2.00
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John S. Rutherford
Vice President of Land and
Administration
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35,750
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$
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2.00
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Eric A. Bayley
Vice President of Engineering
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35,750
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$
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2.00
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The exercise price
of the options is the grant date closing sales price of the Company’s
common stock on the Nasdaq Global Select Market.
All of the options
are for a term of ten years and vest in four equal annual installments
beginning on May 20, 2010.
The form of
nonqualified stock option agreement is incorporated herein by reference.
-2-
2
Item 9.01 Financial Statements
and Exhibits
(d) Exhibits.
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Exhibit
No.
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Description
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10.1
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2008 Long-Term Incentive Plan (Incorporated
herein by reference to Exhibit 10.1 of Form 8-K, dated March 27,
2008, and filed with the Securities and Exchange Commission on April 2,
2008)
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10.2
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Form of Nonqualified Stock Option Agreement
(Incorporated herein by reference to Exhibit 10.2 of Form 8-K, dated
June 12, 2008, and filed with the Securities and Exchange Commission on
June 18, 2008)
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3
SIGNATURES
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.
PARALLEL PETROLEUM
CORPORATION
By:
/s/ Larry
C.
Oldham
Larry
C. Oldham, President
and Chief Executive Officer
Dated: June 16, 2009
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4
EXHIBIT INDEX
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Exhibit
No.
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Description
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10.1
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2008 Long-Term Incentive Plan (Incorporated
herein by reference to Exhibit 10.1 of Form 8-K, dated March 27,
2008, and filed with the Securities and Exchange Commission on April 2,
2008)
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10.2
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Form of Nonqualified Stock Option Agreement
(Incorporated herein by reference to Exhibit 10.2 of Form 8-K, dated
June 12, 2008, and filed with the Securities and Exchange Commission on
June 18, 2008)
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5
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