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): April 1, 2016
Nuverra Environmental Solutions, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-33816 | 26-0287117 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
14624 N. Scottsdale Road, Suite #300, Scottsdale, Arizona | 85254 | |||
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (602) 903-7802
Not Applicable
(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 obligations of the registrant under any of the following provisions (see General Instruction A.2.):
¨ | 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On and effective as of April 1, 2016, Gregory J. Heinlein resigned as Executive Vice President and Chief Financial Officer of Nuverra Environmental Solutions, Inc. (the Company) to pursue other professional opportunities. The resignation was not a result of any disagreement with the Company, the Companys management, or the Companys independent auditors or any member of management on any matter of accounting principles or practices, financial statement disclosure, or internal controls.
In connection with Mr. Heinleins departure, the Company has agreed to vest certain equity grants made at the time Mr. Heinlein joined the Company, which consist of 13,333 restricted stock units and options to purchase 20,000 shares of common stock at an exercise price of $3.44 per share. No additional severance payments or other compensation will be paid to Mr. Heinlein in connection with his departure.
Item 7.01. | Regulation FD Disclosure. |
On April 1, 2016, the Company issued a press release announcing Mr. Heinleins resignation, a copy of which is attached hereto as Exhibit 99.1. The information contained in the press release is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit Number |
Description | |
99.1 | Press Release, dated April 1, 2016 |
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.
NUVERRA ENVIRONMENTAL SOLUTIONS, INC. | ||||||
Date: April 1, 2016 | By: | /s/ Joseph M. Crabb | ||||
Name: Joseph M. Crabb | ||||||
Title: Executive Vice President and Chief Legal Officer |
EXHIBIT INDEX
Exhibit Number |
Description | |
99.1 | Press Release, dated April 1, 2016 |
Exhibit 99.1
NUVERRA ANNOUNCES DEPARTURE OF EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER
SCOTTSDALE, Ariz. (April 1, 2016) Nuverra Environmental Solutions, Inc. (OTCQB: NESC) (Nuverra or the Company) announced today that Executive Vice President and Chief Financial Officer Greg Heinlein is leaving the Company to pursue other professional interests, effective today.
Mark Johnsrud, Chairman of the Board and Chief Executive Officer, said, We thank Greg for his service and leadership as he has helped us make great strides in the past 15 months to reduce our cost structure, manage capital expenditures and working capital to improve cash flow, and operate our business more efficiently in the face of the downturn in oil and gas prices. We wish him all the best in his future endeavors.
There have been no disagreements with the Board of Directors or with executive management, and the departure is not related to any issues regarding financial disclosure, accounting or legal matters.
Mr. Johnsrud continued, We have a highly capable and experienced finance and accounting team, including Vice President and Chief Accounting Officer Stacy Hilgendorf and Vice President and Treasurer Kevin Klann, who will continue to provide day-to-day leadership in corporate accounting and financial reporting, financial planning, and treasury management, as well as support our division-level management and finance teams. Messrs. Hilgendorf and Klann will report directly to the Chief Executive Officer.
About Nuverra
Nuverra Environmental Solutions is among the largest companies in the United States dedicated to providing comprehensive, full-cycle environmental solutions to customers in the energy market. Nuverra focuses on the delivery, collection, treatment, recycling, and disposal of restricted solids, water, wastewater, waste fluids and hydrocarbons. The Company provides its environmentally compliant and sustainable solutions to customers who demand stricter environmental compliance and accountability from their service providers. Find additional information about Nuverra in documents filed with the U.S. Securities and Exchange Commission (SEC) at http://www.sec.gov.
Forward-Looking Statements
The information contained herein may include certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All forward-looking statements involve risks and uncertainties, including risks and uncertainties disclosed from time to time in the Companys filings with the SEC, including the Annual Report on Form 10-K, as well as Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Source: Nuverra Environmental Solutions, Inc.
Liz Merritt, VP-Investor Relations & Communications
480-878-7452
ir@nuverra.com