Corning Natural Gas Corporation 8-K
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: November 30, 2006
(Date of earliest event reported)
Corning Natural Gas Corporation
(Exact name of registrant as specified in its charter)
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New York
(State or other jurisdiction
of incorporation)
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000-00643
(Commission
File Number)
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16-0397420
(I.R.S. Employer
Identification No.) |
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330 West William Street, Corning New York
(Address of principal executive offices)
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14830
(Zip Code) |
(607) 936-3755
(Registrant’s telephone number, including area code)
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)
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.
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Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain Officers. |
Effective November 30, 2006, Thomas K. Barry resigned as president, chief executive officer and
chairman of the board of Corning Natural Gas Corporation (the “Company”). Mr. Barry will remain
employed by the Company as special assistant to the chief executive officer through January 3,
2007. Thereafter, Mr. Barry will provide consulting services to the Company for a period of up to
four years pursuant to a consulting, confidentiality and non-competition agreement between Mr.
Barry and the Company (the “Consulting Agreement”). Mr. Barry’s prior employment agreement with
the Company was terminated with the exception of provisions allowing Mr. Barry’s continued
participation in employee benefit plans and pension benefits. Pursuant to the terms of the
Consulting Agreement, Mr. Barry’s severance agreement was terminated and the deferred compensation
agreement between Mr. Barry and the Company remains in full force and effect. Mr. Barry also
agreed to standard confidentiality, non-competition, non-solicitation and non-disparagement
provisions for a period through December 31, 2010.
Also effective November 30, 2006, Thomas H. Bilodeau, Bradford J. Faxon and Kenneth James Robinson
each resigned as a director of the Company. Michael German, Ted W. Gibson, and Richard M. Osborne
were immediately appointed by the remaining board member to fill the resulting vacancies on the
board. Mr. Robinson had resigned as executive vice president of the Company effective November 1,
2006.
On November 30, 2006, the Company and Michael I. German entered into an employment agreement
pursuant to which the Mr. German agreed to serve as president and chief executive officer of the
Company effective December 18, 2006 (the “Employment Agreement”). Joel Moore, vice president of
operations of the Company, will be acting president until Mr. German’s arrival. Mr. German, 56,
will resign as Senior Vice President — Utility Operations of Southern Union Company, a position he
has held since August 2005, to serve as president and CEO of Corning. Southern Union is a publicly
held natural gas utility company. From 1994 until joining Southern Union, Mr. German served as
senior vice president of Energy East Corporation, a public utility holding company, as well as
president of various subsidiaries of Energy East.
Pursuant to the Employment Agreement, Mr. German will serve as president and CEO for a period of
three years, with an automatic renewal for successive one year periods thereafter. Mr. German will
also receive 75,000 options to purchase common stock of the Company for a price of $15.00 per share
under a stock option plan to be proposed by the board. The Employment Agreement provides
termination payments to Mr. German in the event of a change in control of the Company or other
termination of Mr. German’s employment. The Employment Agreement also contains standard
confidentiality, non-competition non-solicitation provisions for a period including Mr. German’s
employment with the Company and the twelve months immediately following the date of the termination
of his employment.
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The foregoing descriptions of the Consulting Agreement and Employment Agreement are not complete
and are qualified in their entirety by reference to the full and complete terms of such agreements,
which are attached to this current report on Form 8-K as Exhibits 10.1 and 10.2.
Item 9.01. Financial Statements and Exhibits.
10.1 Consulting, Confidentiality and Non-Competition Agreement made November 30,
2006 between the Company and Thomas K. Barry
10.2 Employment Agreement entered into November 30, 2006 between Michael German and
the Company
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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.
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Corning Natural Gas Corporation |
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By: /s/ Fi Sarhangi |
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Name:
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Fi Sarhangi |
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Title:
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Chief Financial Officer |
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Dated: December 6, 2006
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EXHIBIT INDEX
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Description |
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10.1
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Consulting, Confidentiality and Non-Competition Agreement made November 30,
2006 between the Company and Thomas K. Barry |
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10.2
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Employment Agreement entered into November 30, 2006 between Michael German and
the Company |