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Form 8-K for ASPEN EXPLORATION CORP
Change in Directors or Principal Officers, Other Events
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Aspen Exploration Corporation ("Aspen") and Robert A. Cohan entered into an employment agreement dated January 1, 2003, as amended on April 22, 2005 (the "Agreement"). The Agreement was for an initial three year term and was amended in April 2005. As amended, the term of the agreement ends on December 31, 2008, but would continue thereafter on a year-to-year basis unless terminated by either party. Currently under the Agreement we pay Mr. Cohan an annual salary of $160,000 (which we will continue to pay through December 31, 2008). We also offer Mr. Cohan health insurance, cost reimbursement, and certain other benefits.
As reported in January 2008, Mr. Cohan suffered a stroke and was unable to continue to perform his duties as chief executive officer and chief financial officer of Aspen. As a result, these duties were assumed by Messrs. R.V. Bailey and Kevan Hensman. Mr. Cohan retained the title of president, and has been working with Messrs. Bailey and Hensman and Aspen's other employees and consultants as able to ensure that Aspen's oil and gas operations continue. Although Mr. Cohan has provided substantial continuing assistance to Aspen, he has been unable to resume his duties as chief executive officer and chief financial officer. Inasmuch as Aspen is exploring strategic alternatives as described in Item 8.01, below, the board of directors, including Mr. Cohan, concurred that it was appropriate to provide notice to Mr. Cohan that his employment agreement would not be renewed when it expires on December 31, 2008.
Therefore, on September 4, 2008, Aspen notified Mr. Cohan that his employment agreement will not be renewed when it expires on December 31, 2008. This notification does not terminate Mr. Cohan's employment either now or on December 31, 2008, but merely advises him that his employment agreement will not be renewed. Mr. Cohan retains the title of president. The Board of Directors determined that it will consider the continuing employment status of all of its officers later in the year. Aspen will not be obligated to pay any penalties for not renewing the Agreement.
Item 8.01 Other Events
On September 4, 2008, Aspen issued a press release announcing that Aspen has decided to investigate strategic alternatives, including the possibility of selling Aspen's assets or considering another appropriate merger or acquisition transaction, and plans to open a data room where interested persons may review certain information. Aspen has entered into an agreement with Brian Wolf, a California-licensed mineral, oil and gas broker and consulting geologist, to assemble and operate the data room. A copy of the press release is attached hereto as Exhibit 99.1. Any transaction may require shareholder approval; such approval, if required, will be sought in accordance with the requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.
tijdstip:2008.09.23 - 13h59m21
Press Release Source: Aspen Exploration Corporation
Aspen Exploration to Open Data Room
Thursday September 4, 1:25 pm ET
DENVER, CO--(MARKET WIRE)--Sep 4, 2008 -- Aspen Exploration Corporation (OTC BB:ASPN.OB - News), with offices in Bakersfield, California and Denver, Colorado, announced that Aspen's board of directors has decided to investigate strategic alternatives for Aspen, including the possibility of selling Aspen's assets or considering another appropriate merger or acquisition transaction for several reasons, including:
-- the disproportionate cost of Aspen's general and administrative
expenditures required as a result of compliance with the Securities
Exchange Act of 1934, as amended (including the requirements of the
Sarbanes-Oxley Act of 2002) when compared to Aspen's revenues and net
-- the board of directors' belief that the market price of Aspen common
stock does not adequately reflect the inherent value of Aspen's producing
oil and gas assets and undeveloped acreage, and thus the board of directors
does not believe that a transaction based on the value of Aspen's common
stock would be in the best interest of Aspen's shareholders; and
-- the likelihood that Aspen's president will be unable to resume his
former role and responsibilities and oversee Aspen's day-to-day operations
due to the effects of the stroke he suffered in January 2008
Aspen plans to open a data room in Santa Barbara, California, at which persons interested in acquiring Aspen's assets or Aspen itself will be able to review a significant amount of information about Aspen and its properties. Aspen has retained Brian Wolf, a California-licensed mineral, oil and gas broker and consulting geologist, to assemble and operate the data room for Aspen.
Persons who want to review the information in the data room must 1) demonstrate that it has a bona fide interest in exploring an asset acquisition or other business combination with Aspen; 2) must demonstrate adequate financial capability to do so; and 3) must enter into a mutual non-disclosure agreement. The data room is being operated by Brian Wolf, CPG #9541, California Mineral, Oil and Gas Broker License #997428, owner of Brian Wolf Oil & Gas Properties, who can be reached at (805) 686-5622, to schedule a data room appointment.
Aspen has not received any offer from any person for an asset acquisition, merger, or other business combination. Aspen cannot offer any assurance that it will receive an acceptable offer from any person for an asset acquisition, merger, or other business combination. Further, Aspen may later determine that it is in the best interest of its shareholders to investigate other forms of business alternatives or to continue and expand existing business operations with existing or new management. In the meantime, Aspen will continue to carry on its business operations in the normal course.
For more information, contact R. V. Bailey, CEO, in Aspen's Denver office at 303-639-9860. Aspen invites interested parties to visit Aspen's web site at www.aspenexploration.com and be sure to register in the contact box for updated news releases and other information.
This news release contains information that is "forward-looking" in that it describes events and conditions, which Aspen Exploration Corporation ("Aspen") reasonably expects to occur in the future. Expectations for the future performance of the business of Aspen are dependent upon a number of factors, and there can be no assurance that Aspen will achieve the results as contemplated herein and there can be no assurance that Aspen will be able to conduct its operations or production from its properties will continue as contemplated herein. Certain statements contained in this report using the terms "may," "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 Aspen's ability to predict, or control and which may cause actual results to differ materially from the projections or estimates contained herein. These risks include, but are not limited to: the possibility that the described operations (including any proposed exploration or development drilling) will not be completed on economic terms, if at all, or the estimates of reserves may not be accurate. The exploration for, and development and production of, oil and gas are enterprises attendant with high risk, including the risk of fluctuating prices for oil and natural gas, imports of petroleum products from other countries, the risks of not encountering adequate resources despite expending large sums of money, and the risk that test results and reserve estimates may not be accurate, notwithstanding appropriate precautions. Many of these risks are described herein and in Aspen's annual report on Form 10-KSB, and it is important that each person reviewing this report understand the significant risks attendant to the operations of Aspen. Aspen disclaims any obligation to update any forward-looking statement made herein.
ASPEN EXPLORATION CORPORATION
2050 S. Oneida St., Ste. 208
Denver, CO 80224-2426
Telephone: (303) 639-9860
Fax: (303) 639-9863
Web Site: http://www.aspenexploration.co...
tijdstip:2008.09.08 - 08h44m47
|twee nieuwe successen|
Press Release Source: Aspen Exploration Corporation
Aspen Exploration Announces Two Successful Gas Wells
Monday June 23, 11:25 am ET
tijdstip:2008.06.25 - 13h57m37
Aspen begeeft zich op glad ijs door een goudproject uit te voeren in Alaska. Dank zij hun jarenlange ervaring in zoeken naar gasbronnen hebben ze wel de geologische achtergrond mee.
Hun gasprojecten voor 2007 zijn ook één van de meest ambitieuze sinds jaren
tijdstip:2007.01.11 - 20h32m31