Filed by Bowne Pure Compliance
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): January 16, 2009 (January 14, 2009)
AMERICAN OIL & GAS INC.
(Exact name of registrant as specified in its charter)
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| Nevada |
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1-31900 |
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88-0451554 |
| (State or other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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1050 17th Street, Suite 2400 Denver, CO
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80265 |
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(Zip Code) |
Registrant’s telephone number, including area code: (303) 991-0173
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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:
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))
Item 3.02. Unregistered Sales of Equity Securities
On January 14, 2008, American Oil & Gas, Inc (the “Company”) granted an aggregate of 427,500 shares
of restricted common stock (the “Restricted Shares”) pursuant to the 2006 Stock Incentive Plan to
certain employees, officers and directors of the Company.
30,000 of the Restricted Shares were issued to each of C. Scott Hobbs, Nick DeMare and Jon R.
Whitney as non-officer, director compensation. Messrs. Hobbs, DeMare and Whitney, are not
permitted to transfer two-thirds’ of their respective 30,000 Restricted Shares until they are no
longer a member of the board.
An aggregate of 337,500 of the Restricted Shares were granted to certain employees and officers of
the Company as compensation for services. These Restricted Shares do not vest until the earlier of
January 14, 2014 or a change of control of the Company.
To the extent applicable, the contents of Item 5.02 below are incorporated into this Item 3.02 by
reference.
These issuances were granted based on exemptions from registration under the Securities Act of
1933, as amended (the “Securities Act”), pursuant to Section 4(2) of the Securities Act and Rule
506 of Regulation D and applicable state laws. These issuances qualified for this exemption from
registration because (i) the Company did not engage in any general solicitation or advertising to
market the securities; (ii) the securities were issued to a person with knowledge and experience in
financial and business matters so that he is capable of evaluating the merits and risks of an
investment in the Company; and (iii) the grantees received “restricted securities.”
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangement of Certain Officers.
On January 14, 2008, the Board of Directors of the Company authorized the following salary
increases, bonus amounts, and restricted stock awards to the named executive officers of the
Company:
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Restricted Stock |
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2008 Salary |
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2009 Salary |
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2009 Bonus |
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Award |
Andrew Calerich (1)
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180,000 |
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207,000 |
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50,000 |
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90,000 shares |
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Joseph B. Feiten (2)
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170,000 |
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205,700 |
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50,000 |
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— |
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Patrick D. O’Brien (3)
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95,000 |
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142,500 |
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50,000 |
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82,500 shares |
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Don Schroeder (4)
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150,000 |
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180,000 |
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50,000 |
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Peter Loeffler (5)
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165,000 |
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204,600 |
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50,000 |
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Mr. Calerich is President and a director of the Company. |
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Mr. Feiten is Chief Financial Officer for the Company. |
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Mr. O’Brien is Chief Executive Officer and Chairman of the Board of the Company. |
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Mr. Schroeder is Vice President of Land for the Company. |
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Mr. Loeffler is Vice President of Exploration & Development for the Company. |
2
Item 7.01. Regulation FD Disclosure.
On January 16, 2009, American Oil & Gas Inc., a Nevada corporation, issued a press release entitled “American Oil & Gas Announces Strong Initial Production From Its Sims 7-25 Well at Fetter.”
A copy of the press release is furnished herewith as Exhibit 99.1.
In accordance with General Instruction B.2 of Form 8-K, the information disclosed in Item 7.01 of,
and Exhibit 99.1 attached to, this Current Report on Form 8-K shall not be deemed “filed” for the
purpose of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated
by reference in any filing. This Current Report on Form 8-K does not constitute a determination of
whether any information included herein is material.
Item 9.01. Financial Statements and Exhibits.
Exhibit 99.1 Press Release dated January 16, 2009.
SIGNATURE
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 hereunto duly authorized.
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| Date: January 16, 2009 |
AMERICAN OIL & GAS INC.
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By: |
/s/ Andrew P. Calerich
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Andrew P. Calerich, President |
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3
INDEX TO EXHIBITS
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| Exhibit Number |
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Description |
| Exhibit 99.1
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Press Release dated January 16, 2009 |
4
Filed by Bowne Pure Compliance
Exhibit 99.1
American Oil & Gas Announces Strong Initial Production From Its Sims 7-25 Well at Fetter
DENVER, January 16, 2009 — American Oil & Gas, Inc. (NYSE Alternext: AEZ) announced today
that the Sims 7-25 well (SWNE Sec 25-T33N-R71W Converse County, WY), the most recently drilled well
in the Fetter Field project, was completed and fracture stimulated in the Frontier formation on
December 30, 2008. From January 4 through January 14, 2009 the well flowed up casing on a 12/64
choke and produced a total of 14.6 million cubic feet of natural gas and 972 barrels of high
gravity oil (which equates to 20.4 million cubic feet of natural gas equivalent — “mmcfe”) into
the sales line, for an average rate of approximately 1.85 mmcfe per day. During this time the well
also returned significant amounts of frac fluid used in the completion process. Production tubing
has been installed in the well which is now currently producing at restricted rates, and for the
last 24 hours the well produced 1.95 mmcfe (1.427 mcf of natural gas and 86.7 bbls of oil) with
2,540 psi of flowing tubing pressure on a 12/64ths choke.
Pat O’Brien, CEO of American, commented, “We are extremely pleased with
the strong initial
production response we are seeing from the Sims 7-25 well. The completion and frac design on this
well incorporated several significant changes to what we have done on past vertical wells in the
field and as a result, this well is yielding far better initial rates and pressures than those
previous wells demonstrated. We are obviously encouraged by what we are seeing and by the
implications of what these new completion procedures may hold for future wells in the field.”
The Sims 7-25 well was drilled and cased to its planned total depth of 11,958’ in only 19
days. Drilling, completion, stimulation, and surface facilities costs have totaled approximately
$2.9 million, a substantial improvement over the cost to drill, complete and equip prior vertical
wells. The Sims 7-25 well has been initially completed and is currently producing from the
Frontier formation. Future plans may include completing and producing this and future wells in
both the Frontier and the Niobrara formations. American owns a 69.375% working interest and a
56.04% net revenue interest in the Sims 7-25 well.
American Oil & Gas, Inc. is an independent oil and natural gas company engaged in exploration,
development and production of hydrocarbon reserves primarily in the Rocky Mountain region.
Additional information about American Oil & Gas, Inc. can be found at the Company’s website:
http://www.americanog.com.
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This release and the Company’s website referenced in this release contain forward-looking
statements regarding American Oil & Gas, Inc.’s future plans and expected performance that are
based on assumptions the Company believes to be reasonable. A number of risks and uncertainties
could cause actual results to differ materially from these statements, including, without
limitation, the success rate of drilling efforts and the timeliness of development activities,
fluctuations in oil and gas prices, and other risk factors described from time to time in the
Company’s reports filed with the SEC. In addition, the Company operates in an industry sector
where securities values are highly volatile and may be influenced by economic and other factors
beyond the Company’s control. The Company undertakes no obligation to publicly update these
forward-looking statements to reflect events or circumstances that occur after the issuance of this
press release or to reflect any change in the Company’s expectations with regard to these forward-looking statements or the occurrence of
any unanticipated events. This press release may include the opinions of American Oil & Gas, Inc.,
and does not necessarily include the views of any other person or entity.
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| Contact: |
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Andrew Calerich, President
303.991.0173 Fax: 303.595.0709
1050 17th Street, Suite 2400 — Denver, CO 80265
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Neal Feagans, Investor Relations
Feagans Consulting, Inc
303.449.1184 |
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