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): June 29, 2005
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ARETE INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Colorado 33-16820-D 84-1508638
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
7102 La Vista Place Suite 100, Niwot, Colorado 80503
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number including area code: (303) 652-3113
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N/A
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(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 (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 1.01 Entry Into (Amendment of) a Material Definitive Agreement
Amendment Extending Purchase Agreement
On June 30, 2005, Colorado Oil and Gas, Inc. ("COG") a majority owned
subsidiary of Arete Industries, Inc., the registrant, signed an Extension
Agreement extending the Closing Date of that certain Purchase Agreement, signed
by COG on May 16, 2005, and disclosed under Registrant's Current Report on Form
8-K filed with the Commission on May 23, 2005. The Extension Agreement provides
that COG will have until July 31, 2005 to complete its funding and close its
acquisition of 13 producing oil and gas properties and 5 development prospects
in Colorado. The extension agreement provides a 31 day non-exclusive extension
of the previously mentioned Purchase Agreement, and requires a non-refundable
deposit of $50,000 in cash and 200,000 additional shares of COG's common stock
valued at $1.00 per share raising the total purchase price to $2,850,000. During
the extension period, Colorado Oil and Gas, Inc. will have the first right of
refusal to match any bona-fide third-party offer received by the Seller for the
Properties.
The disclosure under this Item 1.01 provides summary information of the
Amendment to the definitive Agreement as specified in the required disclosure
under Item 1.01 of Form 8-K promulgated by the Securities and Exchange
Commission, and is qualified by the detailed provisions of the definitive
Extension Agreement which have been contemporaneously submitted by Registrant as
Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by
reference.
Item 502 (b) Departure and Appointment of Principal Executive Officer
On June 29, 2005, the board of directors of the Registrant initiated a
management restructuring to develop a new long term plan for the Company. As
part of this restructuring, Mr. Thomas P. Raabe, stepped down as Chief Executive
Officer and was appointed to the new office of President of the Registrant. His
position as director remains unchanged. Mr. Charles L. Gamber, currently a
director of Registrant and a director and officer of Registrant's Subsidiary
Colorado Oil and Gas, Inc. was appointed as interim CEO pending creation by a
newly formed committee of directors of a new strategic and long-term operating
plan for the Registrant. The restructuring was effective June 29, 2005. Also, no
employment agreements for the two officers was created, and no set compensation
arrangement was made. Mr. Raabe's employment agreement has expired as of June
30, 2005.
Item 502 (c) Business Experience and Involvement in Certain Transactions of
newly appointed officers.
Both Mr. Raabe, who resigned as CEO and was appointed as President, and Mr.
Gamber who was appointed as interim CEO of the Registrant were already directors
and, in Mr. Raabe's case, an executive officer of the Registrant. Information
concerning their prior business experience, required under this Item, and Item
401 (a) and (b) of Regulation SB, as well as concerning Certain Relationships
and Related Party Transactions under Item 404 (a)(4) and (a)(5) of Regulation SB
have been previously filed under the Registrant's Form 10-KSB for the fiscal
year ended December 31, 2004 and the Registrant's Form 10-QSB for the quarter
ended March 30, 2005, and are incorporated herein by reference.
Item 8.01. Other Events.
Submittal of Press Releases:
(1) The Registrant, on June 29, 2005, issued a Press Release disclosing the
restructuring of management by action of the board of directors including
the resignation of Thomas P. Raabe as the Chief Executive Officer and the
appointment of Charles L. Gamber, as interim Chief Executive Officer, as
well as appointment of Mr. Raabe, who stepped down as CEO to take the new
position of President of the Registrant, described in Item 5.02 of this
Current Report on Form 8-K. The Press Release also disclosed that Mr. Raabe
was taking the Chairman and CEO role of the Registrant's majority owned
Subsidiary, Aggression Sports, Inc. dba Arete Outdoors and re-activating
that company under a business plan to be developed and executed by Mr.
Raabe. The Press Release discloses that the Registrant has initiated the
restructuring of management and stated the Board of Director's intent to
re-focus the Registrant in a new direction by creating a board committee to
develop a strategic long term plan for the Company. The new board
committee, consisting of Mr. John Herzog, Mr. Gamber and Mr. Raabe, expects
to complete its recommendations on or before July 31, 2005. Further the
Registrant stated its intent to focus its efforts on development of the
businesses of its two subsidiaries, with Mr. Raabe agreeing to step down as
CEO of the Registrant to focus most of his time on restructuring and
reactivating the Registrant's Aggression Sports subsidiary. The referenced
June 29, 2005 press release has been attached as an Exhibit to this Current
Report in Form 8-K, as Exhibit 99.1 and incorporated herein by reference.
(2) The Registrant, on July 1, 2005, issued a Press Release announcing that on
June 30, 2005, its Subsidiary, Colorado Oil and Gas, Inc. had signed an
Extension Agreement, providing for a non-exclusive 31 day extension of the
Closing Date of its Purchase Agreement originally signed on May 16, 2005.
The Extension Agreement gives Colorado Oil and Gas, Inc. until July 31,
2005 to close the transaction. Additional consideration of a non-refundable
deposit of $50,000 and issuance of an additional 200,000 common shares of
Colorado Oil and Gas, Inc. to the sellers for granting the extension was
provided for in the Extension Agreement. The Extension Agreement also
grants Colorado Oil and Gas, Inc. a first right of refusal to match any
bona-fide third party offer for the properties covered by the Purchase
Agreement received by the Seller during the extension period. The Extension
Agreement is more particularly described in Item 1.01 of this Current
Report, and the Amendment to the Material Definitive Agreement is attached
to this Current Report as Exhibit 10.1 and incorporated herein by
reference. The Registrant voluntarily submits a copy of the referenced July
1, 2005 Press Release hereto as an exhibit under Item 601 (99) of
Regulation SB, as Exhibit 99.2 and incorporates it herein by reference.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(a) 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.
ARETE INDUSTRIES, INC.
Date: July 5, 2005 By: /s/ THOMAS P. RAABE
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Thomas P. Raabe, President,
and Chairman of the Board of Directors
EXHIBIT INDEX
Exhibit Number Description
10.1 Extension Agreement dated June 30, 2005.
99.1 Press Release dated June 29, 2005.
99.2 Press Release dated July 1, 2005.