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| CWEI > SEC Filings for CWEI > Form 8-K on 2-Dec-2008 | All Recent SEC Filings |
2-Dec-2008
Notice of Delisting or Failure to Satisfy a Continued Listing Rul
On December 1, 2008, Stanley S. Beard resigned as a director of Clayton Williams Energy, Inc. (the "Company"). Following Mr. Beard's resignation, the Company has six directors, three of whom the board of directors of the Company has determined to be independent. On December 2, 2008, the Company notified The Nasdaq Stock Market LLC ("Nasdaq") that, due to Mr. Beard's resignation, the Company was not in compliance with Nasdaq Marketplace Rule 4350(c)(1) because the board of directors is no longer comprised of a majority of independent directors as defined by Nasdaq Marketplace Rule 4200(a)(15).
As promptly as possible and in accordance with Nasdaq Marketplace Rule 4350(c)(1), the Company intends to fill the vacancy on the board of directors with a candidate who possesses qualifications that will satisfy Nasdaq independent director requirements.
(b) As described under Item 3.01 above, on December 1, 2008, Stanley S. Beard resigned as a director of the Company. A copy of Mr. Beard's letter of resignation is filed as Exhibit 99.1 to this Current Report on Form 8-K.
In connection with Mr. Beard's resignation, the Company and Mr. Beard entered into a Consulting Agreement pursuant to which Mr. Beard has agreed to consult with the officers of the Company as to financing, drilling programs, strategy and related issues associated with building value for the shareholders of the Company. The Consulting Agreement is effective January 1, 2009 and continues until December 31, 2011 (or such later date as the Company and Mr. Beard may agree). Pursuant to the Consulting Agreement, the Company will pay Mr. Beard a consulting fee equal to $8,750 per calendar quarter during the consulting period, and will also pay Mr. Beard a commission for each production, drilling or acreage block prospect presented to the Company by Mr. Beard in which the Company elects to participate.
The foregoing description is only a summary of, and is qualified in its entirety by reference to, the Consulting Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
(d) Exhibits
The following exhibits are provided as part of the information filed on this Current Report on Form 8-K.
Exhibit Number Description
Consulting Agreement, effective as of January 1, 2009,
10.1 between Clayton Williams Energy, Inc. and Stanley S.
Beard
99.1 Letter of Resignation from Stanley S. Beard
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