8-K 1 d39927e8vk.htm FORM 8-K e8vk
 

 
 
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) September 21, 2006
CanWest Petroleum Corporation
(Exact name of registrant as specified in its charter)
         
Colorado   0-27659   98-0461154
         
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)
     
205, 707— 7th Avenue S.W. Calgary, Alberta, Canada   T2P 3H6
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code (403) 263-1623
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):
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))
 
 

 


 

Item 1.01 Entry into a Material Definitive Agreement.
     On September 21, 2006, Patricia A. Beatch entered into an Executive Employment Agreement with the Company pursuant to which Ms. Beatch will serve as Vice President, Corporate & Strategic Development of the Company, and she will receive a base annual salary of $179,847 ($200,000 Cdn) and a $44,962 ($50,000 Cdn) signing bonus. Ms. Beatch is entitled to participate in the Company’s long and short term incentive plans (including stock option plans) and bonuses from time to time in amounts and on such terms and conditions as may be determined by the Board of Directors in its sole discretion.
     According to the severance terms of the Executive Employment Agreement, upon termination of employment by the Company without cause or upon Triggering Events or a Change of Control (all of which are defined in the agreement along with the capitalized terms used in this paragraph), Ms. Beatch will receive: (i) a lump sum payment equal to the Monthly Base Fee as at the Termination Date, multiplied by the number of months in the Notice Period; (ii) a further lump sum payment equal to the value of Ms. Beatch’s benefits multiplied by the number of months in the Notice Period; and (iii) a further lump sum payment equal to the average annual bonuses during the last three fiscal years preceding the Termination Date (or, if Ms. Beatch has been employed for less than three fiscal years, then for the period of employment preceding the Termination Date), divided by twelve and multiplied by the number of months in the Notice Period. The Notice Period for purposes of the agreement is 18 months plus one month for each completed year of employment by Ms. Beatch (up to a maximum aggregate of 24 months). The agreement may also be terminated at any time by Ms. Beatch, with 60 days’ notice, in which case Ms. Beatch is only entitled to payments of salary and benefits through the date of termination.
Item 5.03 Amendments to Articles of Incorporation or Bylaws.
The following amendments to the Bylaws were effective September 26, 2006:
     Section 2.9, Manner of Acting, was amended to require that, if a quorum is present, the affirmative vote of a majority of the votes cast shall be the act of the shareholders. Section 2.9 previously provided that a majority of the shares represented at a meeting shall be the act of the shareholders.
     Section 2.2, Special Meetings, was amended to require that the President of the Company shall call a special meeting of the shareholders at the request of holders of not less than one-tenth of all votes entitled to be cast at the meeting; provided, however, that the requesting holders must have held their ownership in the Company for at least twelve consecutive months. Section 2.2 previously did not require that the holders requesting a special meeting held their ownership in the Company for twelve consecutive months.

 


 

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
     
3.1
  Bylaws, as amended.
 
   
10.1
  Executive Employment Agreement with Patricia A. Beatch, dated September 21, 2006.
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.
         
  CanWest Petroleum Corporation
(Registrant)
 
 
Date: September 26, 2006  /s/ Karim Hirji    
  Name:   Karim Hirji   
  Title:   Chief Financial Officer   
 

 


 

EXHIBIT INDEX
     
Exhibit No.   Description
3.1
  Bylaws, as amended.
 
   
10.1
  Executive Employment Agreement with Patricia A. Beatch, dated September 21, 2006.