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 (the "Act")
May
11, 2009
(Date
of earliest event reported)
GEOGLOBAL
RESOURCES INC.
(Exact
name of Registrant as specified in its Charter)
|
Delaware
(State
or other jurisdiction of
incorporation
or organization)
|
1-32158
(Commission
File
Number)
|
33-0464753
(I.R.S.
Employer
Identification
No.)
|
310,
605 – 1st Street
S.W.
Calgary,
Alberta, Canada T2P 3S9
(Address
of principal executive offices)
Telephone
Number (403) 777-9250
(Registrant's
telephone number, including area code)
|
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:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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(Former
name or address, if changed since last report)
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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Expansion
of Our Board of Directors and Election of Additional Director.
On May
11, 2009, as permitted by our By-Laws, our Board of Directors voted to increase
the size of our Board to seven persons and elected Mr. David D. Conklin to fill
the vacancy thereby created. In addition he was appointed to the
Audit Committee of our Board of Directors. Mr. Conklin will
serve on the Board of Directors until our next annual meeting of stockholders
and until the election and qualification of his successor. A copy of
the press release issued on May 13, 2009, announcing Mr. Conklin’s election to
the Board, is attached as Exhibit 99.1.
Since
January 1, 2008, there have been no transactions and there are no currently
proposed transactions in which our company was or will be a participant and the
amount involved exceeds $120,000 in which Mr. Conklin had or will have a direct
or indirect material interest.
Pursuant
to the terms of our 2008 Stock Incentive Plan, under the Automatic Option Grant
Program provisions of the Plan and as a non-employee member of our Board, Mr.
Conklin was granted an option to purchase 50,000 shares of our common stock
exercisable at a price of $1.12 per share, the fair market value on May 11,
2009. In addition, Mr. Conklin will participate in our Independent
Director Compensation Policy adopted May 11, 2009.
Adoption
of Independent Director Compensation Policy.
On May
11, 2009, our Board of Directors adopted an Independent Director Compensation
Policy. Under the Policy, commencing as of May 11, 2009, each
Independent Director of our company, as such term is defined under the NYSE AMEX
Company Guide, will receive an annual retainer of $24,000, payable in monthly
installments, and the Chairperson of our Audit Committee will receive an
additional annual retainer of $6,000, payable in monthly
installments. In addition such Directors will be reimbursed for their
reasonable out of pocket expenses in attending meetings and will be entitled to
be paid additional compensation for any additional or special services they may
provide. This compensation is in addition to the automatic annual and
other grants of options under the provisions of our 2008 Stock Incentive
Program.
Item 9.01
Financial Statements and Exhibits.
(a) Financial
statements of business acquired.
Not applicable
(b) Pro
forma financial information
Not applicable
(c) Exhibits:
SIGNATURES
Pursuant
to the requirement 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: May
13, 2009
GEOGLOBAL
RESOURCES INC.
(Registrant)
/s/ Allan J.
Kent
Allan J.
Kent
Executive
VP & CFO