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):
August
6, 2008
Miller
Petroleum, Inc.
(Exact
name of registrant as specified in its charter)
Tennessee
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033-02249-FW
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62-1028629
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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3651
Baker Highway, Huntsville, Tennessee
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37756
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(423) 663-9457
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:
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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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))
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Item
5.02. |
Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
August
6, 2008, Scott M. Boruff was elected as a Director and appointed as the Chief
Executive Officer of the Registrant by the Board of Directors. On August 6,
2008, Deloy Miller resigned as Chief Executive Officer of the Registrant. Mr.
Miller continues to serve as Chairman of the Board of the
Registrant.
Scott
M.
Boruff is a seasoned executive with a diverse business background that includes
proven entrepreneurial ventures, a track record of successful development
projects and vast deal making experience. Over the past two years, Scott has
been a licensed investment banker and director with a New York investment
banking firm that was responsible for closing transactions in the $150 to
$200 million category. Scott specialized in investment
banking consulting services that included structuring of direct financings,
recapitalizations, mergers and acquisitions and strategic planning
with an
emphasis in the gas and oil field. Scott has developed a nationwide network
of
investors in gas and oil, business, real estate and investment properties.
As a
commercial real estate broker for over twenty years Scott developed condominium
projects, hotels, convention centers, golf courses, apartments and residential
subdivisions. Prior to his development career, Scott created several start-up
ventures that grew into multi-million dollar companies. As a consultant to
Miller Petroleum, Scott led the last three major financial transactions
completed by the company. Scott holds a Bachelor of Science Degree in Business
Administration from ETSU.
Mr.
Boruff is also the son-in-law of Mr. Miller.
On
August
6, 2008, the Registrant entered into an employment agreement with Mr. Boruff
(effective as of August 1, 2008) pursuant to which Mr. Boruff will serve as
the
Chief Executive Officer of the Registrant for an initial term of five years,
subject to additional one-year renewal periods. Mr. Boruff’s compensation
consists of the following:
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∙ |
Base
salary of $250,000 per annum, with provision for cost-of-living
increases.
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∙
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Sign-on
bonus of $300,000.
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∙
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Options
to purchase 250,000 shares of the Registrant’s common stock at an exercise
price per share of $0.33, with vesting in equal annual installments
over a
period of four years.
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|
∙
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A
restricted stock grant of 250,000 shares of common stock, with vesting
in
equal annual installments over a period of four
years.
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∙
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Incentive
Compensation - For each year of the employment term, (i) cash up
to 100%
of base salary and (ii) up to 100,000 shares of restricted common
stock,
in both instances based upon, and subject to, two performance benchmarks,
gross revenue and EBITDA. One half of each element of incentive
compensation is earned if the gross revenue benchmark is achieved,
and the
other half of each element is earned if the EBITDA benchmark is achieved.
The benchmarks consist of gross revenue of $2 million for fiscal
year 2009
(annualized to the commencement date of the employment agreement),
$4
million for fiscal year 2010, $8 million for fiscal year 2011, $16
million
for fiscal year 2012 and $30 million for fiscal year 2013; and EBITDA
equal to 10% of each such gross revenue
benchmark.
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The
employment agreement provides that Mr. Boruff is entitled to participate in
the
employee benefit plans, programs and arrangements of the Registrant in effect
during the employment term which are generally available to senior executives
of
the Registrant. The employment agreement further provides for a payout equal
to
2.99 times Mr. Boruff’s then base salary in the event of a change in control, as
well as two-year non-competition and non-solicitation covenants.
On
August
6, 2008, the Board authorized the issuance of 2.5 million shares of restricted
common stock to Mr. Boruff in recognition of, and reward for, Mr. Boruff’s
extraordinary efforts on behalf of the Registrant, prior to Mr. Boruff’s
retention as Chief Executive Officer, in connection with services performed
by
Mr. Boruff concerning strategic planning, transaction negotiation, and the
settlement of the litigation with Wind City Oil & Gas LLC, as well as the
waiver of significant compensation by Mr. Boruff resulting from his resignation
from Cresta Capital Strategies, LLC (“Cresta”).
Mr.
Boruff was previously employed as an investment banker by Cresta, a New York
broker-dealer. Under the terms of an Investment Banking Agreement dated as
of
March 27, 2007 by and between Cresta and the Registrant, Cresta was retained
by
the Registrant to serve as its investment banker. The Investment Banking
Agreement provided for compensation payable to Cresta in the event of certain
transactions involving the Registrant. Further, a consulting agreement dated
as
of April 30, 2007 by and between the Registrant and Consoleum, LLC, an affiliate
of Cresta (“Consoleum”), provided for the grant of five million warrants to
Consoleum in the event of the settlement of the Wind City litigation as a result
of Consoleum’s efforts. Mr. Boruff was personally entitled to one-third of any
such compensation earned by Cresta in respect of transactions in which Cresta
was entitled to be paid by the Registrant as well as 2.5 million out of the
five
million warrants issuable to Consoleum. As previously reported, the Cresta
and
Consoluem agreements were terminated in consideration for $600,000 in cash
and
three-year warrants to purchase one million shares of common stock of the
Registrant, exercisable at $1.00 per share. Mr. Boruff waived any and all
compensation due him from Cresta and Consoleum in connection with services
rendered to the Registrant and other compensation entitlements unrelated to
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.
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MILLER
PETROLEUM, INC.
(Registrant)
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Date: August
12, 2008 |
By: |
/s/
Scott M.
Boruff
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Scott
M. Boruff
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Chief
Executive
Officer
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