-----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, TjomQluzkgjX92iQnZKgI29RqHepNAzNGjTiCxOPGLl/7QcODnrCCm54NYWawSPn 0qr5drxgBhE7JJfrH70CHw== 0001092306-06-000395.txt : 20060607 0001092306-06-000395.hdr.sgml : 20060607 20060607171352 ACCESSION NUMBER: 0001092306-06-000395 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060601 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060607 DATE AS OF CHANGE: 20060607 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RADIAL ENERGY, INC. CENTRAL INDEX KEY: 0001282496 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-113726 FILM NUMBER: 06892119 BUSINESS ADDRESS: STREET 1: 1313 EAST MAPLE STREET CITY: BELLINGHAM STATE: WA ZIP: 98225 BUSINESS PHONE: 360-685-4200 MAIL ADDRESS: STREET 1: 1313 EAST MAPLE STREET CITY: BELLINGHAM STATE: WA ZIP: 98225 FORMER COMPANY: FORMER CONFORMED NAME: BV PHARMACEUTICAL INC DATE OF NAME CHANGE: 20040303 8-K 1 radial8k.txt FORM 8-K DATED 06-01-06 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) June 1, 2006 RADIAL ENERGY INC. ______________________________________________________ (Exact name of registrant as specified in its charter) Nevada 333-113726 72-1580091 ____________________________ ____________ ___________________ (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1313 East Maple St. Bellingham WA 98225 ________________________________________ __________ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 360-685-4200 BV PHARMACEUTICAL, INC. _____________________________________________________________ (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K 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)) ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. Effective June 1, 2006, Omar Michael Hayes was appointed to serve as Chief Operating Officer and a Director of the Company until the next annual meeting of shareholders. Mr. Hayes joins the Company after a distinguished, nine-year career with Transredes S.A (TRSA). and Gas TransBoliviano S.A. (GTB), both Shell/Enron joint ventures located in Santa Cruz, Bolivia, and companies that together transport and export through their systems the majority of the oil and gas produced in Bolivia. For the last year, Mr. Hayes was Vice President of Operations for GTB. Prior to that assignment, Mr. Hayes was the Gas Systems Manager for TRSA in charge of all operations on the company's gas transmission and distribution system from June 2003 to May 2005; Project Manager for the $125 million dollar GTB system gas compression expansion project; and from May 2001 to September 2002 was Manager of Gas System Expansion. Prior to 2001, Mr. Hayes held various project engineering and management positions. Mr. Hayes received his Master of Science in Mechanical Engineering as part of a Fulbright Scholarship to Michigan State University in 1997. He also received a Master in Business Administration at the Universidad Catolica Boliviana in 2000, and a BS in Mechanical Engineering from the Universidad Mayor Real y Pontificia de San Francisco Xavier de Chuquisaca in 1989. He has attended many executive level programs at several important Universities including the Oxford Princeton Programme (UK), Harvard Business School and Stanford University. Mr. Hayes has entered into an employment agreement with the Company, commencing June 1, 2006, for an initial term of three (3) years, with base compensation of US$132,000.00 per year, plus reimbursement of all Company-related expenses incurred. Mr. Hayes also is eligible for a bonus and a stock grant, in the discretion of the Board of Directors, plus health benefits of approximately $800.00 per month and an auto allowance of $400.00 per month. The Company may terminate the employment agreement for "Cause", as defined in the agreement, upon 30 days' prior written notice, and Mr. Hayes may terminate the employment agreement for "Good Reason", as defined in the agreement, upon 30 days' prior written notice. Under certain circumstances, the Company may become obligated to pay Mr. Hayes substantial cash penalties upon termination, all as set forth in the agreement. ITEM 9.01 EXHIBITS 99.1 Press Release 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. RADIAL ENERGY INC. By: /s/ G. LEIGH LYONS __________________ G. Leigh Lyons President Dated: June 1, 2006 EX-99 2 ex99-1.txt EXHIBIT 99.1 - PRESS RELEASE EXHIBIT 99.1 RADIAL ENERGY ANNOUNCES APPOINTMENT OF OMAR HAYES AS DIRECTOR AND COO BELLINGHAM, WA May 25, 2006/MARKETWIRE/ -- Radial Energy Inc. (OTCBB: RENG) (the "Company") is pleased to announce the appointment, effective June 1, 2006, of Mr. Omar Hayes to the board and in the capacity of Chief Operating Officer of the Company. Mr. Hayes is an experienced oil and gas veteran having built his career in Latin America by providing his considerable project expertise to an assembly of established and respected organizations. He was Project Manager for over five years with Transredes S.A. during a period of rapid expansion, primarily with the company's gas transmission and distribution projects. He then proceeded to work for GasTransBoliviano S. A. overseeing projects developed during a chapter of the company's transition and growth of both services and facilities. He transitioned into the role of Gas System Operations Manager with a Shell/Enron joint venture under the combined efforts of both his previous employers, and in 2005 he returned to GasTransBoliviano as Vice President of Operations. Mr. Hayes received his Master of Science in Mechanical Engineering as part of a Fulbright Scholarship to Michigan State University in 1997. He also received a Master in Business Administration at the Universidad Catolica Boliviana in 2000, and a BS in Mechanical Engineering from the Universidad Mayor Real y Pontificia de San Francisco Xavier de Chuquisaca in 1989. He has attended many executive level programs at several important Universities including the Oxford Princeton Programme (UK), Harvard Business School and Stanford University. Company President Leigh Lyons stated, "Mr. Hayes is the quintessential operations expert. He has started, taken over and completed many incredibly complex and difficult projects, often under tremendous stakeholder pressure and trying political circumstances, and he has consistently completed them on time and on budget. His experience as an executive and manager in charge of hundreds of employees and multiple assets makes him an ideal fit for Radial, and helps ensure that as the Company grows, we will be able to do so seamlessly. We are very excited to have him on our management and governance team." ABOUT THE COMPANY Radial Energy identifies, acquires and develops low risk oil and natural gas exploration and development opportunities throughout the Western Hemisphere. The Company is currently focusing these efforts in Peru and Colombia as these countries represent regional first tier competitive business prospects with tremendous investment incentives for oil and gas companies. Management has analyzed the business climate and determined that factors such as lower production taxes and government takes alongside extensively improved civil and social conditions provide for significant opportunities with limited risk. The Company remains flexible and will pursue opportunities as they arise in other stable, foreign investment-friendly countries both regionally and elsewhere in the Americas. The Company's primary focus is on identifying previously drilled but subsequently abandoned exploratory wells that encountered and/or tested live oil or natural gas indicating the presence of marketable hydrocarbons, reservoir and trap. If, after careful study, it is determined that low-risk potential for profitable field development exists, the Company acquires a working interest in the project, dealing either with the current concession holders or the local government. The Company's first investment, the Huaya Anticline, Block 100, Peru project is an excellent example of the results of this strategy. The Company plans to become the operator of record in the majority of its future projects. Management intends to participate in new exploration prospects and old field development opportunities if such investments fit the economic criteria established by the Company. FORWARD-LOOKING STATEMENTS: Except for statements of historical fact, the information presented herein may contain forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include general economic and business conditions, the ability to acquire and develop specific projects, the ability to fund operations and changes in consumer and business consumption habits and other factors over which Radial Energy Inc. has little or no control. ON BEHALF OF THE BOARD Radial Energy Inc. ______________________ G. Leigh Lyons, President Investor Relations Contact: J & J Investor Relations Inc. 1-888-795-2874 Visit our website at www.radialenergyinc.com -----END PRIVACY-ENHANCED MESSAGE-----