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
July 30, 2007
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Date of Earliest Reported Event
AMEN Properties, Inc.
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(Exact name of registrant as specified in its Charter)
Delaware
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(State or other jurisdiction of incorporation)
000-22847
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(Commission File Number)
54-1831588
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(IRS Employer Identification No.)
203 W. Wall Street, Suite 2300
Midland, Texas 79701
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(Address of principal executive offices) (Zip Code)
(432) 684-3821
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(Registrant's telephone number, including area code)
NA
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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 (see General Instruction A.2):
[__] Written communications pursuant to Rule 425 under 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-d(b))
[__] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On July 30, 2007 Amen Properties (the "Company") finalized an employment
agreement with the Company's Chief Financial Officer, Kris Oliver. This
agreement memorializes the compensation that was agreed upon with Mr. Oliver as
an inducement for employment and has been unanimously approved by the
Compensation Committee of the Company. In accordance with NASDAQ disclosure
regulations, a press release has also been issued which contains this
information.
Under the provisions of the employment agreement, Mr. Oliver will receive an
annual salary of $140,000. The term of the agreement is two years, commencing
March 1, 2007 and ending February 28, 2009, during which Mr. Oliver cannot be
terminated except for Cause, as defined within the agreement. In addition to his
annual salary, Mr. Oliver will be paid an annual bonus based on the increase in
Book Value per Share ("BVPS") of the Company's common stock (measured on a fully
diluted basis). The minimum increase in BVPS required to earn any bonus shall be
10%, for which Mr. Oliver will receive a bonus equal to 10% of his annual
salary. The maximum bonus that Mr. Oliver can earn for any one fiscal year is
equal to 60% of his annual salary. A 20% increase in BVPS is required for Mr.
Oliver to earn the maximum bonus payout. For increases in BVPS between 10% and
20%, Mr. Oliver will receive a pro rated bonus.
Mr. Oliver can receive his annual bonus in cash, restricted stock or any
combination of the two. The monetary value of any portion of the annual bonus
that Mr. Oliver elects to receive in restricted stock shall be adjusted upward
by 20%. For example, a $10,000 cash bonus would be worth $12,000 in restricted
stock. The stock price that will be used for determining the number of shares to
be awarded for Mr. Oliver's bonus will be the average closing stock price for
the last twenty days of the period for which the bonus is being paid. For fiscal
year 2007, Mr. Oliver's bonus will be based on the increase in BVPS for fiscal
year 2007; in 2008, the bonus will be based on the average increase in BVPS for
fiscal years 2007 and 2008; thereafter, the bonus will be based on a three year
moving average increase in BVPS.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
NONE
(b) Pro Forma Financial Information.
NONE
(c) Exhibits.
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Title Exhibit #
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Employment Agreement for Kris Oliver 10.1
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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 hereunto duly authorized.
AMEN PROPERTIES, INC.
(Registrant)
By: /s/ Jon Morgan
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Date: July 30, 2007 Jon Morgan
Chief Executive Officer
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