UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of
Report (Date of Earliest Event Reported): February
22, 2005 (February 1, 2005)
KFx
Inc.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware |
001-14176 |
84-1079971 |
|
(State
or Other Jurisdiction
of
Incorporation) |
(Commission
File Number) |
(IRS
Employer
Identification
No.) |
|
55
Madison Street, Suite 745, Denver, Colorado |
80206 |
|
(Address
of Principal Executive Offices) |
(Zip
Code) |
Registrant's
Telephone Number, Including Area Code: (303)
293-2992
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))
EXPLANATORY
NOTE: This
report on Form 8-K/A amends our Form 8-K filed on February 7, 2005 in its
entirety to supplement disclosure in Item 5.02.
Item
1.01 Entry
into a Material Definitive Agreement.
See
disclosure in Item 5.02.
Item
5.02 Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
Resignation
of Mr. Hobbs
On
February 1, 2005, C. Scott Hobbs resigned as our President and Chief Operating
Officer, but remained an employee of our company through February 18, 2005. At
February 1, 2005, Mr. Hobbs held (i) options to purchase 100,000 shares of
common stock at $7.75 per share under our 1996 Stock Option and Incentive Plan,
20,000 of which were fully vested, and (ii) options to purchase 500,000 shares
of our common stock at $7.75 per share under our 2002 Stock Incentive Plan,
100,000 of which were fully vested. In recognition of Mr. Hobbs’ contributions
to our company, our Compensation Committee approved the extension of the
exercise period of the vested portions of such options for a period of three
months from February 18, 2005, the last day of his employment.
Appointment
of Mr. Hanfling
On
February 1, 2005, our Compensation Committee and Board of Directors appointed
Mr. Robert I. Hanfling as our President and Chief Operating Officer and approved
the terms of an employment agreement with Mr. Hanfling. On February 15, 2005, we
entered into an employment agreement with Mr. Hanfling with an effective date of
February 1, 2005. Under the at-will employment agreement, Mr. Hanfling will be entitled to an annual
salary of $250,000, and after his first year of employment, our Board agreed to
grant him a guaranteed bonus of $100,000.
Under the
employment agreement, subject to the approval of the American Stock Exchange
(AMEX), Mr. Hanfling was granted inducement options exercisable for an aggregate
of 1,000,000 shares of common stock with an exercise price of $13.81 per share,
the closing price of our common stock as reported by AMEX on February 1, 2005.
These inducement options were granted without stockholder approval as an
inducement material to Mr. Hanfling entering into employment with our company,
approved by our Compensation Committee and issued in accordance with the AMEX
Company Guide Rule 711. Subject to continued employment, options for 600,000 of
these shares vest 20% on each of January 3, 2006, January 2, 2007, January 2,
2008, January 2, 2009 and January 5, 2010. Subject to continued employment and
the condition that our Board does not elect to terminate the option on or before
January 2, 2006, options for 400,000 of these shares vest 20% on each of January
3, 2006, January 2, 2007, January 2, 2008, January 2, 2009 and January 5, 2010.
Each option expires on January 31, 2012.
Under the
employment agreement, we agreed that upon approval at the next regularly
scheduled meeting of our Board and Compensation Committee, we will grant to Mr.
Hanfling 100,000 shares of our restricted common stock from our 2002 Stock
Incentive Plan to the extent such shares are available. If 100,000 shares are
not available under the 2002 Stock Incentive Plan, then the portion of the
100,000 shares of restricted stock that could not be granted under the 2002
Stock Incentive Plan will be granted as an inducement grant outside of the plan,
subject to AMEX approval. Subject to continued employment, 20% of the restricted
shares will vest on each January 2 beginning in 2006 and ending in
2010.
The
employment agreement was filed as Exhibit 99.1 to the Form 8-K filed on
February 22, 2005 and the contents of that exhibit are incorporated herein by
reference. The forms of option agreements were filed as Exhibits 99.2 and
99.3 to the Form 8-K filed on February 22, 2005 and the contents of those
exhibits are incorporated herein by reference. The
foregoing description of the terms of the employment agreement and the option
agreements are qualified in their entirety by reference to such
Exhibits.
Mr.
Hanfling began his career in the 1960s at United Nuclear Corporation. In the
1970s, he held senior positions in the Department of Energy, or DOE, and its
predecessor agency, the Federal Energy Administration, in the Ford and Carter
administrations. In the 1990s, he served on the Secretary of Energy Advisory
Board for eight years under three DOE secretaries, and was Chairman of the Board
for four of those years. After leaving the federal government and up to the
present, Mr. Hanfling has served as an independent business consultant and
corporate manager. Many of his assignments were with energy and technology
companies, including as a Senior Consultant to Charles River Associates
Incorporated, an economic, finance and business consulting firm, and as Energy
Consultant for Sullivan & Worcester, LLC. During the last five years, Mr.
Hanfling also advised (i) PacifiCorp, an electricity producer, and its
stakeholders during the development of its six-state regulatory structure, (ii)
the New England Power Pool, or NEPOOL, an association of entities that are
engaged in the electric power business in New England, as a member of its
independent board of review for dispute resolution, and (iii) the United States
Enrichment Corp., Inc., or USEC, a global energy company, as a consultant. Since
2002, Mr. Hanfling has served as Trustee in Bankruptcy for ATG, Inc., a
radioactive and hazardous waste management company. Mr.
Hanfling obtained a BChE in 1959 from Rensselaer Polytechnic Institute, a MS
NuclE in 1961 from West Virginia University and an MBA with a concentration in
International Trade from The City University of New York in 1965.
We issued
a press release on February 2, 2005, regarding these matters, which is furnished
as Exhibit 99.1 to this report.
Mr.
Hanfling, who is 66, is not related to any of our directors or executive
officers and has no relationships or transactions with our company outside the
context of his employment.
Item
9.01 Financial
Statements and Exhibits.
(c)
Exhibits
| |
99.1 |
Press
Release dated February 2, 2005 announcing the appointment of
Mr. Hanfling. * |
| |
99.2 |
Employment
Agreement with KFx Inc. and Mr. Hanfling effective February 1, 2005, dated
February 15, 2005. Filed as Exhibit 99.1 on Form 8-K filed on February 22,
2005 and incorporated herein by reference. |
| |
99.3 |
Form
of KFx Inc. Option Agreement for inducement grants. Filed as Exhibit 99.2
on Form 8-K filed on February 22, 2005 and incorporated herein by
reference. |
| |
99.4 |
Form
of KFx Inc. Option Agreement for inducement grants, which allows for
termination of grant by the Board of Directors. Filed as Exhibit 99.3 on
Form 8-K filed on February 22, 2005 and incorporated herein by
reference. |
*
Previously filed.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
|
Date: February
22, 2005
|
KFx
Inc.
By: /s/
Matthew V. Elledge
Matthew V.
Elledge
Vice
President and Chief Financial Officer
|