US GEOTHERMAL INC FORM 8-K (Current report filing) Filed 09/15/11 for the Period Ending 09/15/11 Address 390 E. PARK CENTER BLVD, SUITE 250 BOISE, ID 83706 Telephone 208-424-1027 CIK 0001172136 Symbol HTM SIC Code 4911 - Electric Services Industry Electric Utilities Sector Utilities Fiscal Year 12/31 http://www.edgar-online.com Copyright 2017, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.
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 - September 9, 2011 (Date of earliest event reported) US GEOTHERMAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 333-117287 84-1472231 (State of Incorporation) (Commission File Number) (I.R.S. Employer Identification) 1505 Tyrell Lane, Boise, Idaho 83706 (Address of principal executive offices) (Zip Code) 208-424-1027 (Registrant s Telephone Number, Including Area Code) Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off- Balance Sheet Arrangement of a Registrant As previously reported on the Form 8-K of U.S. Geothermal Inc. (the Company ) filed on August 31, 2011, USG Oregon LLC ( USG Oregon ), a special purpose entity and 80% subsidiary of U.S. Geothermal Inc. (the Company ), completed the first funding drawdown associated with the U.S. Department of Energy ( DOE ) $96.8 -million loan guarantee (the Loan Guarantee ) to construct its planned 23- megawatt-net power plant at Neal Hot Springs in Eastern Oregon (the Project ). The U.S. Treasury s Federal Financing Bank, as lender for the Project, issued payments to vendors totaling $2.3 million. This advance accrues interest at a rate of 2.997% per annum and any future advances covered by the Loan Guarantee will carry interest at a rate of 0.375% per annum over the U.S. Treasury bill rate of comparable maturities as of the date of each advance. All advances will be made under the Future Advance Promissory Note (the Note ) dated February 23, 2011, which was previously filed as Exhibit 99.4 to the Company s Form 8-K filed on August 31, 2011. The maximum principal amount of the Note is approximately $93.8 million. No advances may be made under the Note after April 10, 2013. Upon the occurrence and continuation of an event of default under the transaction documents, all amounts payable under the Note may be accelerated. In connection with the Loan Guarantee, the DOE has been granted a security interest in all of the equity interests of USG Oregon, as well as in the assets of USG Oregon, including a mortgage on real property interests relating to the Project site. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On September 9, 2011, following the Annual Meeting (as defined below), the board of directors (the Board ) increased the size of the Board to six directors and appointed Mr. Dennis Gilles to the Board, to fill the vacancy created thereby. Mr. Gilles was appointed to the Compensation and Benefits Committee, and the Nominating and Corporate Governance Committee. In accordance with the Company s currently effective compensatory policy for directors who are not otherwise remunerated pursuant to an employment agreement, Mr. Gilles will be paid $7,500 each quarter and will be eligible to receive awards under the Company s equity compensation plans. Mr. Gilles will also be reimbursed for out-of-pocket expenses incurred in connection with attending meetings. Effective September 12, 2011, Mr. Gilles was granted an option to purchase 100,000 shares of the Company s common stock at $0.60 per share under the Company s 2009 Stock Incentive Plan. The option expires on September 12, 2016. Mr. Gilles has 25 years in the power generation business with experience ranging from power plant construction and operations to senior level management. Mr. Gilles spent 23 years with Calpine Corporation at the Geysers geothermal field where he was instrumental in consolidating the majority of the Geysers operations into a single entity. Mr. Gilles was part of the expansion and growth of Calpine Corporation from the very first megawatt to what is now the largest independent power producer in the country. He completed his career with Calpine as the Senior Vice President of Renewable Growth and is now consulting for the energy sector worldwide. Mr. Gilles is a registered professional engineer in California and earned an MBA and a Bachelor of Science degree in Mechanical Engineering.
In response to the Company s increased construction and growth activities and as part of the Company s succession planning, the Board also appointed certain existing officers to new positions in the Company. While Mr. Daniel Kunz will continue serving as Chief Executive Officer, Mr. Douglas Glaspey has been appointed President as described in more detail below. Mr. Kunz will be reducing his role at the Company due to health issues and other personal business interests. It is currently anticipated that Mr. Kunz will reduce his role to 40% or 50% time. The details of Mr. Kunz s ongoing level of involvement with the Company and employment agreement remain under discussion and will be announced when determined. Mr. Glaspey has been appointed President effective September 9, 2011 and will continue serving as Chief Operating Officer. Mr. Glaspey s age, positions and offices held with the Company, and business experience is set forth in the Company s definitive proxy statement filed on July 25, 2011 and incorporated herein by reference. Mr. Jonathan Zurkoff has been appointed Treasurer and Executive Vice President effective September 9, 2011. Mr. Zurkoff has extensive experience in arranging debt and equity financing and led the Company s project finance efforts at Neal Hot Springs and San Emidio. A copy of the Company s press release relating to the foregoing matters is attached to this report as Exhibit 99.1 and incorporated herein by reference. Item 5.07 Submission of Matters to a Vote of Security Holders. At the annual meeting (the Annual Meeting ) of shareholders of the Company held on September 9, 2011, the shareholders of the Company: (1) elected each of the five director nominees set forth below to serve as a director of the Company until the next annual meeting of shareholders and until a successor is elected and qualified; (2) ratified the continued appointment of BehlerMick, P.S. as the Company s independent auditor for the fiscal year ending March 31, 2012; (3) approved, on an advisory basis, the Company s executive compensation; and (4) submitted an advisory vote regarding the timing of future advisory votes on the Company s executive compensation. The final voting results of each of the proposals submitted to a vote of the shareholders of the Company at the Annual Meeting are set forth below. (1) To elect the following five directors, each to serve until the next annual meeting of shareholders and until a successor is elected and qualified: Number of Shares Voted For Vote Withheld Broker Non- Votes Douglas J. Glaspey 15,416,557 551,416 37,662,794 Daniel J. Kunz 15,543,291 424,682 37,662,794 Paul A. Larkin 15,452,456 515,517 37,662,794 Leland L. Mink 15,538,927 429,046 37,662,794 John H. Walker 15,476,800 491,173 37,662,794 (2) To ratify the continued appointment of BehlerMick, P.S. as the Company s independent auditor for the fiscal year ending March 31, 2012:
Number of Shares Voted For Voted Against Abstain Broker Non- Votes 52,345,487 892,014 393,266 (3) Advisory vote on the Company s executive compensation: Number of Shares Voted For Voted Against Abstain Broker Non-votes 14,461,681 1,100,998 405,294 37,662,794 (4) Advisory vote on the frequency of future advisory votes on the Company s executive compensation: Number of Shares One Year Two Years Three Years Abstain Broker Non-votes 5,378,916 9,823,083 408,242 357,732 37,662,794 As a result of the above advisory vote, the Board has determined that the Company will include a shareholder advisory vote on the Company s executive compensation in its proxy materials every two years until the next required vote on the frequency of shareholder votes on the Company s executive compensation. Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 99.1 Press Release of U.S. Geothermal Inc. dated September 12, 2011 entitled U.S. Geothermal Announces New Board of Director and Management Changes 99.2 Note Purchase Agreement dated as of February 23, 2011 among the Federal financing Bank, USG Oregon LLC, and the Secretary of Energy, acting though the Department of Energy.
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. Dated: September 15, 2011 U.S. Geothermal Inc. By: /s/ Kerry D. Hawkley Kerry D. Hawkley Chief Financial Officer
Exhibit 99.1 TRADING SYMBOLS: September12, 2011 In the U.S.: NYSE Amex: HTM and in Canada: TSX: GTH U.S. GEOTHERMAL ANNOUNCES NEW BOARD OF DIRECTOR AND MANAGEMENT CHANGES BOISE, Idaho, September 12, 2011 ( NYSE Amex: HTM, TSX: GTH) U.S. Geothermal Inc., a leading renewable energy company focused on the development, production and sale of electricity from geothermal energy, today announced the following changes to its director and management team, effective mid September, 2011. Mr. Dennis Gilles has been appointed to U.S. Geothermal Inc. s board of directors. Mr. Gilles has 25 years in the power generation business with experience ranging from power plant construction and operations to senior level management. Mr. Gilles spent 23 years with Calpine Corporation at the Geysers geothermal field where he was instrumental in consolidating the majority of the Geysers operations into a single entity. Mr. Gilles was part of the expansion and growth of Calpine Corporation from the very first megawatt to what is now the largest independent power producer in the country. He completed his career with Calpine as the Senior Vice President of Renewable Growth and is now consulting for the energy sector worldwide. Mr. Gilles is a registered professional engineer in California and earned an MBA and a Bachelor of Science degree in Mechanical Engineering. In response to our increased construction and growth activities and as part of our succession planning, Mr. Doug Glaspey has been promoted to President and will remain as Chief Operating Officer. Mr. Daniel Kunz will continue as Chief Executive Officer. Mr. Jonathan Zurkoff has been named Treasurer and Executive Vice President. Mr. Zurkoff has extensive experience in arranging debt and equity and led the project finance efforts at Neal Hot Springs and San Emidio. Mr. Kunz said, On behalf of the board, we are pleased that Dennis has joined us to provide additional geothermal development experience as we expand our growth projects. I am also happy to announce the promotion of Doug and Jonathan. These highly experienced renewable energy executives will continue to add significant value to our senior executive team. About US Geothermal: U.S. Geothermal Inc. is a leading renewable energy development company that is operating geothermal power projects at Raft River, Idaho and San Emidio, Nevada. The Neal Hot Springs project, which is currently under construction, will be the company s third operating power project. The company holds geothermal energy rights to 69,500 acres comprising six advanced stage geothermal development projects. The San Emidio project is currently undergoing construction of a new 9.6 net MW binary cycle power plant.
Please visit our Website at: www.usgeothermal.com FOR ADDITIONAL INFORMATION PLEASE CONTACT: Saf Dhillon - Investor Relations U.S. Geothermal Inc. Tel: 866-687-7059 Fax: 208-424-1030 saf@usgeothermal.com The information provided in this news release may contain forward-looking statements within the definition of the Safe Harbor provisions of the US Private Securities Litigation Reform Act of 1995. These statements are based on U.S. Geothermal Inc. s current expectations and beliefs and are subject to a number of risks and uncertainties that can cause actual results to differ materially from those described, including but not limited to, the results from the exploration drilling at San Emidio and Neal Hot Springs. Readers are cautioned to review the risk factors identified by the company in its filings with Canadian and US securities agencies. Forward-looking statements are based on management s expectations, beliefs and opinions on the date the statements are made. U.S. Geothermal Inc. assumes no obligation to update forward-looking statements if management s expectations, beliefs, or opinions, or other factors, should change. The NYSE Amex and the TSX do not accept responsibility for the adequacy of this release.
Exhibit 99.2