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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/04/20 Orbital Energy Group, Inc. 8-K:1,5,7,9 6/01/20 2:67K RDG Filings/FA |
Document/Exhibit Description Pages Size
1: 8-K Current Report HTML 17K
2: EX-99.1 Exhibit 99.1 - Form of Employee Stock Appreciation HTML 31K
Rights Agreement - Cash Settled
| cui20200329_8k.htm |
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):
Commission File Number: 0-29923
Orbital Energy Group, Inc.
(Exact Name of registrant as specified in Its Charter)
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Colorado |
84-1463284 |
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(State or jurisdiction of |
(I.R.S. Employer |
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incorporation or organization) |
Identification No.) |
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(Address of Principal Executive Offices) |
(zip code) |
(832) 467-1420
(Registrant’s telephone number)
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):
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a- 12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.1 4d-2(b)) |
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☐ |
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common stock, $0.001 par value |
OEG |
Nasdaq Capital Market |
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Item 1.01 |
Entry into a Material Definitive Agreement |
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Item 5.02(e) Item 7.01 |
Compensatory Arrangements of Certain Officers Regulation FD Disclosure |
Effective June 1, 2020, the named executives officers (“NEO’S”) of Orbital Energy Group, Inc. (f/k/a: CUI Global Inc.) identified below were issued Stock Appreciation Rights (“SARS”) in lieu of certain cash bonuses. The SARS distributions are as follows:
|
Executive |
SARS |
Effective Date |
Vesting Period |
Exercise Price |
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William Clough |
450,000 |
24-months |
$1.00 |
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James O’Neil |
187,500 |
24-months |
$1.00 |
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Daniel Ford |
350,000 |
24-months |
$1.00 |
The number of SARS granted to each of the NEO’S equates to the corresponding dollar amount of a portion of the cash bonus otherwise due our NEO’S pursuant to their employment agreements. The SARS are subject to acceleration upon a change in control or termination of the executive’s employment with us in certain circumstances.
The $1.00 SAR exercise price represents approximately a 40% premium over the market price of our common stock as reported on NASDAQ as of May 29, 2019. The issuance of the SARS conserves approximately $1,000,000 of our current cash reserves. Upon exercise, we are obligated to pay the executive an amount equal to the difference between the average closing price of our common stock, as reported on NASDAQ for the five (5) trading days preceding the exercise date, less the SAR exercise price of $1.00. Reference is made to the form of the Employee Stock Appreciation Rights Agreement – Cash Settled, attached to this Form 8-K, the terms of which are incorporated herein by reference.
Section 9 - Financial Statement and Exhibits
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
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Exhibit No. |
Description of Exhibit |
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99.1 |
Form of Employee Stock Appreciation Rights Agreement – Cash Settled |
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 thereunto duly authorized.
Signed and submitted this 4th day of June 2020.
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Orbital Energy Group, Inc. |
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| (Registrant) | |
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By: |
/s/ Daniel N. Ford |
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Chief Financial Officer |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 6/4/20 | |||
| For Period end: | 6/1/20 | 4 | ||
| 5/29/19 | 4 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/19/22 Orbital Infrastructure Gp, Inc. 424B5 1:434K RDG Filings/FA 5/02/22 Orbital Infrastructure Gp, Inc. 424B5 1:471K RDG Filings/FA 4/20/22 Orbital Infrastructure Gp, Inc. 424B5 1:440K RDG Filings/FA 8/10/21 Orbital Infrastructure Gp, Inc. DEF 14A 10/12/21 1:824K RDG Filings/FA 7/22/21 Orbital Infrastructure Gp, Inc. 424B5 1:478K RDG Filings/FA 4/30/21 Orbital Infrastructure Gp, Inc. 424B2 1:295K RDG Filings/FA 4/06/21 Orbital Infrastructure Gp, Inc. CORRESP¶ 5/27/21 1:152K RDG Filings/FA 4/06/21 Orbital Infrastructure Gp, Inc. S-3/A 3:516K RDG Filings/FA 2/24/21 Orbital Infrastructure Gp, Inc. CORRESP¶ 5/27/21 1:142K RDG Filings/FA 2/24/21 Orbital Infrastructure Gp, Inc. S-3/A 4:519K RDG Filings/FA 2/03/21 Orbital Infrastructure Gp, Inc. S-3 4:502K RDG Filings/FA 1/15/21 Orbital Infrastructure Gp, Inc. 424B5 1:448K RDG Filings/FA 1/04/21 Orbital Infrastructure Gp, Inc. 424B5 1:412K RDG Filings/FA |