- Current report filing (8-K)
August 08 2012 - 7:00AM
Edgar (US Regulatory)
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):
August
7, 2012
SKY
PETROLEUM, INC.
(Exact
Name of Registrant as Specified in Charter)
Nevada
(State
or Other Jurisdiction of Incorporation)
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333-99455
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32-0027992
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(Commission File Number)
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(IRS Employer Identification No.)
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401 CONGRESS AVENUE, SUITE 1540, AUSTIN, TEXAS, 78701
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(Address
of Principal Executive Offices and Zip Code)
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Registrant’s telephone number, including area code:
(512)
687-3427
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 a Material Definitive Agreement
Agreement with Mark Rachovides
On August 7, 2012, the Board of Directors appointed Mr. Mark
Rachovides.to the Board of Directors of Sky Petroleum, Inc. (the
“Company”), effective immediately. The Board of Directors adopted
resolutions establishing Mr. Rachovides' compensation for his services
as a member of the Board of Directors payable as follows:
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Annual director fees of $30,000 per year, payable quarterly;
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Meeting fees of $1,200 per physical meeting; $600 per phone meeting
including committee meetings of the Board attended; and
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Stock Options exercisable to purchase 300,000 shares of common
stock of the Company at a price of U.S.$0.25 per share, subject to
the provisions of the non-U.S. Stock Option Plan, one-third (1/3)
of the options vesting each year after the date of initial
appointment. All options shall terminate seven (7) years after the
date of appointment.
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Mr. Rachovides will serve as a member of the Board of Directors until
the next general meeting of the Company’s shareholders or until his
successor is appointed or elected and qualified.
Item 5.02. Appointment of a Director
Appointment of Mark Rachovides
On August 7, 2012, pursuant to its powers under the Company’s bylaws to
fill vacant seats on the Board, the Board of Directors appointed Mark
Rachovides as a Director to the Company, effective immediately. Mr.
Rachovides will receive compensation and benefits in connection with his
services as a Director of the Company as described in Item 1.01 above
which is incorporated herein by reference.
Mr. Rachovides is currently the Chairman of Deva Gold in Romania and is
a well-known specialist in Eastern Europe and the Former Soviet Union
(“FSU”) region. Mr. Rachovides served for over 11 years at the European
Bank for Reconstruction and Development (“EBRD”). He is a member of
Euromines Board and the Chairman of the Euromines Gold Group. Euromines
is recognized as the representative body of the European metals and
minerals mining industry. Previously he was Executive Vice President
and Director of European Goldfields, a Gold Mining company listed in
London and Toronto, as well as Vice President, Europe at Dundee
Resources Limited. Mr. Rachovides has been involved in a wide variety
of projects in Eastern Europe and the FSU. He was also a director of
Uzhuralzoloto, one of Russia’s largest gold producers until recently and
remains on the Board of Eurogas International, a company developing oil
and gas projects in Tunisia. He has been involved with a number of
public companies and natural resource projects in the region both as a
company director and a financier. He has also written a number of
articles and conference presentations for Euromines, the LBMA, the World
Gold Council, PDAC, the Mining Journal, the Russia-Canada mining group
and other bodies.
The Company is not aware of any family relationships, by blood,
marriage, or adoption, between Mr. Rachovides and any other director,
executive officer, or other nominees. The Company knows of no
transactions involving the Company during the last two years in which
Mr. Rachovides has a direct or indirect interest.
Item 7.01. Regulation FD Disclosure
Sky Petroleum appoints Mark Rachovides to its Board of Directors. On
August 8, 2012, the Registrant released the press release filed herewith
as Exhibit 99.1
Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
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Exhibit
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Description
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99.1
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Press Release dated August 8, 2012
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SIGNATURES
In accordance with the requirements of the Securities and Exchange Act
of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
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SKY PETROLEUM, INC.
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(Registrant)
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Dated:
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August 8, 2012
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By:
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/s/ Michael D. Noonan
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Michael D. Noonan
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VP Corporate
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EXHIBIT INDEX
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Exhibit
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Description
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99.1
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Press Release dated August 8, 2012
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3
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