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 30, 2018
Lonestar Resources US Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-37670 | 81-0874035 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
111 Boland Street, Suite 301
Fort Worth, Texas 76107
(Address of principal executive office) (Zip Code)
(817) 921-1889
(Registrants telephone number, including area code)
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 obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17CFR 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On April 30, 2018, Lonestar Resources US Inc. (the Company) issued a press release announcing that Douglas W. Banister has retired from his position as Chief Financial Officer of the Company, and from all officer positions held at the Companys subsidiaries, effective as of such date. Mr. Banister leaves the Company on good terms and will provide consulting services to the Company from time to time on a going-forward basis.
In connection with Mr. Banisters departure, the Company and Mr. Banister have entered into an agreement pursuant to which the Company will receive customary releases and Mr. Banister will receive the following benefits: (a) an aggregate of $375,000 in future payments, less all taxes and applicable withholdings, to be paid during the one-year period following Mr. Banisters retirement from the Company (the Payment Period); (b) payment by the Company of COBRA health benefits during the Payment Period and (c) during the Payment Period, Mr. Banisters equity awards will vest on the dates such awards would vest absent Mr. Banisters retirement from the Company.
In connection with Mr. Banisters departure, on April 30, 2018, Company appointed Jason N. Werth, Chief Accounting Officer of the Company, to act in the capacity of principal financial officer in addition to his role as principal accounting officer. With regard to Mr. Werths appointment, the Company incorporates by reference the disclosures contained in the Companys Current Report on Form 8-K filed on February 8, 2018.
Item 9.01 Financial Statements and Exhibits
(d) | Exhibits |
Exhibit Number |
Description | |
99.1 | Press Release dated April 30, 2018. |
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.
Lonestar Resources US Inc. | ||||||
Dated: April 30, 2018 | By: | /s/ Frank D. Bracken III | ||||
Name: | Frank D. Bracken III | |||||
Title: | Chief Executive Officer |
Exhibit 99.1
LONESTAR RESOURCES ANNOUNCES MANAGEMENT CHANGES
Fort Worth, Texas, April 30, 2018 Lonestar Resources US Inc. (NASDAQ: LONE) (Lonestar, we, our, or the Company) today announced that, effective April 30, 2018, Doug Banister has retired from his position as Chief Financial Officer. Mr. Banister leaves Lonestar on good terms and will provide consulting services to the Company from time to time on a going-forward basis.
Lonestar also announced that it has bolstered its management team with the recent additions of Jason N. Werth as Chief Accounting Officer and Gregory R. Packer as General Counsel.
About Jason Werth
Jason comes to Lonestar from Denbury Resources, where he served in positions of increasing responsibility. Jason first served as SEC Reporting Manager, then as Assistant Controller of Corporate Accounting and most recently as Director of Audit. Notably, during Jasons tenure at Denbury, he managed teams responsible for preparing the companys SEC filings, maintaining the corporate budget and maintaining Sarbanes-Oxley compliance. Prior thereto, Jason held positions at Arthur Anderson, LLP and PricewaterhouseCoopers LLP. Jason earned his BBA-Accounting and MS-Accounting from Texas A&M University.
About Greg Packer
Greg comes to Lonestar from Howard Energy Partners, where he served as Senior Vice President, General Counsel and Corporate Secretary, and was involved in numerous financing transactions, significant acquisitions and multiple joint ventures. Prior to Howard, Greg was with Latham & Watkins LLP, where he represented a diverse set of public and private companies and investment banks in mergers and acquisitions, capital markets transactions, complex contract negotiation and general company representation. Greg received his Bachelors Degree of Accounting and his Masters Degree of Accounting from Brigham Young University and his Juris Doctorate from the University of Chicago Law School.
Chief Executive Officer Frank D. Bracken, III commented, We are grateful for Dougs many years of service to Lonestar. We wish Doug the best in the future, and look forward to our continued relationship with him as a consultant and friend to Lonestar. Looking forward, we are very pleased with the additions of Jason and Greg to our management team. Jason has bolstered our financial team with his Big 4 accounting pedigree and nearly a decade of public company experience. Greg brings extensive legal and transactional experience to Lonestar, and has considerable experience with public company filings and representation.
About Lonestar
Lonestar is an independent oil and natural gas company, focused on the development, production and acquisition of unconventional oil, natural gas liquids and natural gas properties in the Eagle Ford Shale in Texas. The Company is headquartered in Fort Worth, Texas. More information about Lonestar can be found at www.lonestarresources.com.
Cautionary Note Regarding Forward Looking Statements
Disclosures in this press release contain certain forward-looking statements within the meaning of the federal securities laws. Statements that do not relate strictly to historical or current facts are forward-looking. These statements contain words such as possible, if, will, expect and assuming and involve risks and uncertainties including, among others that our business plans may change as circumstances warrant and securities of the Company may not ultimately be offered to the public because of general market conditions or other factors. Accordingly, readers should not place undue reliance on forward-looking statements as a prediction of actual results. For more information concerning factors that could cause actual results to differ materially from those conveyed in the forward-looking statements, please refer to the Risk Factors section of the Annual Report on Form 10-K for the year ended December 31, 2017, filed with the Securities and Exchange Commission (the SEC) on March 29, 2018 and subsequently filed quarterly reports on Form 10-Q. Any forward-looking statements in this press release are made as of the date of this press release and the Company undertakes no obligation to update or revise such forward-looking statements to reflect events or circumstances that occur, or of which the Company becomes aware, after the date hereof, unless required by law.