-----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, FjYEfKNT01diwy9ZeuLfwTeUqPKi49dGKPTU2E7gJq76YD2QjnTHn4sSeEoDHdd4 95XJlTxYBDsVwRAegsJcUQ== 0000909334-08-000074.txt : 20080326 0000909334-08-000074.hdr.sgml : 20080326 20080326114154 ACCESSION NUMBER: 0000909334-08-000074 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080325 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: 20080326 DATE AS OF CHANGE: 20080326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAM ENERGY RESOURCES INC CENTRAL INDEX KEY: 0001282648 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 200700684 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50682 FILM NUMBER: 08711132 BUSINESS ADDRESS: STREET 1: 5100 E SKELLY DRIVE - SUITE 650 CITY: TULSA STATE: OK ZIP: 74135 BUSINESS PHONE: 918-663-2800 MAIL ADDRESS: STREET 1: 5100 E SKELLY DRIVE - SUITE 650 CITY: TULSA STATE: OK ZIP: 74135 FORMER COMPANY: FORMER CONFORMED NAME: TREMISIS ENERGY ACQUISITION CORP DATE OF NAME CHANGE: 20040304 8-K 1 ramform8k-032508.htm

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):  March 25, 2008

 

RAM ENERGY RESOURCES, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

000-50682

 

20-0700684

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

 

5100 E. Skelly Drive, Suite 650, Tulsa, Oklahoma

 

74135

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (918) 663-2800

 

______________________________________________________

(Former Name or Former Address, if Changed Since Last Report)

 

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 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On March 25, 2008, the Registrant announced that G. Les Austin has joined the company as Senior Vice President and Chief Financial Officer, Secretary and Treasurer, effective April 1, 2008. Mr. Austin previously served as Vice President Finance and Chief Financial Officer of Matrix Service Company (Nasdaq: MTRX) from June 2004 to March 2008. Mr. Austin had also served Matrix as Vice President, Accounting & Administration, East Coast, from March 2003 to May 2004, as Vice President of Financial Reporting & Technology from June 2002 to March 2003 and as Vice President of Financial Planning and Reporting from April 1999 to May 2002. Mr. Austin served as Vice President of Finance for Flint Energy Construction Company from February 1994 to March 1999 and prior to February 1994, was an Audit Manager with Ernst & Young LLP, where his clients included several large oil and natural gas exploration and production companies. Mr. Austin received a B.S. in Accounting and Information Technology from Oklahoma State University. He is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants and Financial Executives International. In addition, Mr. Austin is a director on the Advisory Board of Oklahoma State University School of Accounting.

 

Mr. Austin will receive an initial base salary of $250,000 annually, plus a cash bonus of not less that $125,000 for 2008, subject to Mr. Austin’s employment continuing through year-end 2008. Upon commencement of his employment, Mr. Austin will receive a restricted stock award under the Registrant’s 2006 Long Term Incentive Plan of 100,000 shares of the Registrant’s common stock that will vest ratably over four years. Mr. Austin will also receive an automobile allowance, group insurance and other perquisites, immediate participation in the Registrant’s 401(k) plan, and supplemental life insurance. In addition, Mr. Austin will receive a severance benefit if there is a change of control of the Registrant within three years and Mr. Austin’s employment is terminated by the Registrant without cause within six months following the change of control. The amount of the severance benefit will equal Mr. Austin’s most recent annual salary and the average of his three most recent bonuses and, if the change of control occurs before year-end 2008, an additional $200,000..

 

On March 25, 2008, the Registrant also announced that in connection with his planned retirement, John M. Longmire has resigned as Chief Financial Officer of the company, effective April 1, 2008. Mr. Longmire will remain Senior Vice President of the company through July 1, 2008, and has agreed to serve as a special consultant to the company through the end of the year.

 

Item 9.01 Financial Statements and Exhibits

 

 

(d)

 

Exhibits:

 

 

 

 

 

99.1

 

Press Release dated March 25, 2008 regarding the employment of G. Les Austin as an executive officer of the Registrant.

 

 


 

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.

 

 

March 25, 2008

RAM ENERGY RESOURCES, INC.

 

 

By:  

/s/ Larry E. Lee

Name:  Larry E. Lee, Chief Executive

Officer

 

 

INDEX TO EXHIBITS

 

 

 

Exhibit No.

Description

Method of Filing

 

 

 

99.1

Press Release dated March 25, 2008 regarding the employment of G. Les Austin as an executive officer of the Registrant

Filed herewith electronically

 

 

 

EX-99.1 2 rampressrel-033508.htm

For Immediate Release
March 25, 2008

For Further Information Contact:

Robert E. Phaneuf

Vice President – Corporate Development

(918) 632-0680

 

 

 

 

RAM Energy Resources Announces New Chief Financial Officer

 

Tulsa, Oklahoma, March 25, 2008—RAM Energy Resources, Inc. (Nasdaq: RAME) is pleased to announce that G. Les Austin has joined the company as Senior Vice President and Chief Financial Officer, Secretary and Treasurer, effective April 1, 2008. Mr. Austin previously served as Vice President Finance and Chief Financial Officer of Matrix Service Company (Nasdaq: MTRX) from June 2004 to March 2008. Mr. Austin had also served Matrix as Vice President, Accounting & Administration, East Coast, from March 2003 to May 2004, as Vice President of Financial Reporting & Technology from June 2002 to March 2003 and as Vice President of Financial Planning and Reporting from April 1999 to May 2002. Mr. Austin served as Vice President of Finance for Flint Energy Construction Company from February 1994 to March 1999 and prior to February 1994, was an Audit Manager with Ernst & Young LLP, where his clients included several large oil and natural gas exploration and production companies. Mr. Austin received a B.S. in Accounting and Information Technology from Oklahoma State University. He is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants and Financial Executives International. In addition, Mr. Austin is a director on the Advisory Board of Oklahoma State University School of Accounting.

 

“We are extremely pleased that Les has agreed to join the RAM management team. His experience as CFO of a public company along with his enthusiasm will be a tremendous asset for our company and our shareholders,” said Larry Lee, Chairman and CEO.

 

RAM Energy Resources also announces that in connection with his planned retirement, John M. Longmire has resigned as Chief Financial Officer of the company, effective April 1, 2008. Mr. Longmire will remain Senior Vice President of the company through July 1, 2008, and has agreed to serve as a special consultant to the company through the end of the year. Mr. Longmire has served as our Chief Financial Officer since our merger with RAM Energy, Inc. in May 2006. Prior to that time, he had served as Chief Financial Officer of RAM Energy since 1994. He joined RAM Energy as a Controller in 1990.

 

“We greatly appreciate John’s service to RAM since 1990 and his contribution to our success over the past 18 years, particularly in connection with the merger of RAM Energy, Inc. into RAM Energy Resources, Inc. in 2006. We wish John the very best in his planned retirement,” said Larry Lee, Chairman and CEO.

 


 

About RAM Energy

RAM Energy Resources, Inc. is an independent energy company engaged in the acquisition, exploitation, exploration, and development of oil and gas properties and the marketing of natural gas and crude oil. Company headquarters are in Tulsa, Oklahoma, and its common shares are traded on the Nasdaq under the symbol RAME. For additional information, visit the company website at www.ramenergy.com.

 

 

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