-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R/gqe0cAbCeckmz2reGgdquZrqDEcF+l1FurTN/SyGQ3i/+SfIaH3OA/6mT1GJQH 7HhrEX7r8o1op22vV+WHWQ== 0001157523-07-012172.txt : 20071214 0001157523-07-012172.hdr.sgml : 20071214 20071214135343 ACCESSION NUMBER: 0001157523-07-012172 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071214 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071214 DATE AS OF CHANGE: 20071214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GASTAR EXPLORATION LTD CENTRAL INDEX KEY: 0001170154 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 383324634 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32714 FILM NUMBER: 071306871 BUSINESS ADDRESS: STREET 1: 1331 LAMAR STREET STREET 2: SUITE 1080 CITY: HOUSTON STATE: TX ZIP: 77010 BUSINESS PHONE: 7137391800 MAIL ADDRESS: STREET 1: 1331 LAMAR STREET STREET 2: SUITE 1080 CITY: HOUSTON STATE: TX ZIP: 77010 8-K 1 a5567895.txt GASTAR EXPLORATION LTD. 8-K ================================================================================ 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): December 14, 2007 (December 13, 2007) GASTAR EXPLORATION LTD. (Exact Name of Registrant as Specified in Its Charter) ALBERTA, CANADA 001-32714 38-3324634 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1331 LAMAR STREET, SUITE 1080 HOUSTON, TEXAS 77010 (Address of principal executive offices) (713) 739-1800 (Registrant's telephone number, including area code) 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)) ================================================================================ 4 SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 13, 2007, Gastar Exploration Ltd. (the "Company") issued a press release announcing that it had received notice from Thomas L. Crow advising that he will resign as director from the Board of Directors effective January 1, 2008 for family reasons. Mr. Crow, who has served as a director of the Company since April 2002, is a member of the Governance, Audit, Reserve, Remuneration and Nomination Committees of the Board of Directors. There have been no disagreements or disputes between Mr. Crow and the Company that led to his resignation. The Company will not name an immediate replacement for Mr. Crow but expects to announce a substitute director in 2008. SECTION 7 - REGULATION FD Item 7.01 Regulation FD Disclosure A copy of the press release referenced in Item 5.02 above is attached as Exhibit 99.1 and is being furnished solely pursuant to Item 7.01 of this report. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits The following is a list of exhibits furnished as part of this Form 8-K: Exhibit No. Description of Document - ----------- ----------------------- 99.1 Press release dated December 13, 2007. 2 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. GASTAR EXPLORATION LTD. Date: December 14, 2007 By: /s/ J. RUSSELL PORTER --------------------------------------- J. Russell Porter President and Chief Executive Officer 3 EXHIBIT INDEX Exhibit No. Description of Document - ----------- ----------------------- 99.1 Press release dated December 13, 2007 4 EX-99.1 2 a5567895ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 Gastar Announces Resignation of Thomas L. Crow, as Director HOUSTON--(BUSINESS WIRE)--Dec. 13, 2007--Gastar Exploration Ltd. (AMEX:GST) and (TSX:YGA) (the "Company") announced that Thomas L. Crow had advised the Company's Board of Directors that he will resign from the Board of Directors effective January 1, 2008 for family health reasons. Mr. Crow, age 76, has served as a director of Gastar since April 2002, and is a member of the Governance, Audit, Reserve, Remuneration and Nomination Committees of the Board of Directors. There have been no disagreements or disputes between Mr. Crow and the Company that led to his resignation. The Company will not name an immediate replacement for Mr. Crow but expects to select or nominate a replacement director in 2008. J. Russell Porter, Gastar's Chairman, President and CEO, in commenting on Mr. Crow's resignation said, "Mr. Crow has been a director of the Company since 2002 and has been one of our most active and supportive directors during that time. His long term interest in Gastar and active participation on the Board of Directors has significantly benefited the Company. Mr. Crow's knowledge of the Australian business market has been particularly beneficial to Gastar as we have built an asset base in Southeastern Australia. He is highly respected by all of us at Gastar and will be greatly missed." Mr. Crow commented, "My decision to resign from the Board of Gastar is based solely upon personal and family reasons, and I have no intention of selling my Gastar shares. It has been a pleasure to work with Gastar and the other Board members over the past five years. I am proud to have been part of the Company's progress and growth and wish the Company, its management and employees continued success in the future." The American Stock Exchange and the Toronto Stock Exchange have not reviewed and do not accept responsibility for the adequacy or accuracy of this news release. CONTACT: Gastar Exploration Ltd., Houston Michael Gerlich, 713-739-1800 Vice President and CFO mgerlich@gastar.com or Investor Relations Counsel: DRG&E Lisa Elliott or Anne Pearson, 713-529-6600 lelliott@drg-e.com / apearson@drg-e.com -----END PRIVACY-ENHANCED MESSAGE-----