UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K/A
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
6, 2008
MAXIM
TEP, INC.
(Exact
name of registrant as specified in its charter)
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TEXAS
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000-53093
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20-0650828
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(State
or other jurisdiction
of
incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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9400
Grogan’s Mill Road, Suite 205
The
Woodlands, Texas 77380
(Address
of principal executive offices)
Registrant’s
Telephone Number, Including Area Code: (281)
466-1530
Not
Applicable
(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. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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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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Item
5.02 Departure of Directors or Certain Officers; Election of
Directors;
On
July
29, 2008 Maxim TEP, Inc. filed a Form 8-K report announcing an extraordinary
shareholders meeting and announced the election of two directors to its
Board. Over 73% of the outstanding shares of the Company's common stock
and preferred stock voted for the election of Steven J. Warner and Peter
O'Neill, to serve on the Company's Board of Directors.
Subsequent
to that meeting, the Board of Directors held a Board meeting where it was
resolved to elect Mr. Robert D. Johnson as Chairman of the Board and Mr. Harvey
Pensack as Vice Chairman of the Board. It was also resolved that Mr. Arturo
Henriquez serve as Secretary of the Board. The Board also elected Mr. Robert
D.
Johnson as its President and Chief Executive Officer effective July 28, 2008
and
Mr. Arturo Henriquez as its Chief Financial Officer effective August 1, 2008.
Mr.
Johnson joined the Company in May of 2008 as
a
director and President and Chief Operating Officer
at the
principal executive offices of the Company located at 9400 Grogan’s Mill Road,
Suite 205, Woodlands, Texas 77381. He brings with him approximately 40 years
of
experience in the oil and gas sector. Mr. Johnson graduated with a Bachelor
of
Science Degree in Petroleum Engineering from Louisiana State University in
1969.
He joined Amoco Production Company upon leaving school. In 1970, he entered
the
United States Army and served for nearly two years. He rejoined Amoco in 1971
and rose rapidly through the ranks. His final position was Regional Engineering
Manager over 250 engineers. He left Amoco in 1980 and joined Superior Oil
Company as Division Drilling Engineering Manager for the Western half of the
United States. In 1981, he left Superior and formed Conquest Petroleum
Incorporated as the Founder and Chief Executive Officer. After securing funding
to acquire 68,000 acres of leases in the Texas State Waters and promoting the
acreage on 27 prospects to outside 3rd parties, he divested the assets and
dissolved the company in 1985. He formed Bannon Energy Incorporated in 1986.
During the next 10 years, Bannon acquired 12 sets of producing properties and
drilled over 284 development wells. He sold the assets of the Bannon in 1996
for
$38,000,000 and other considerations. Mr. Johnson dissolved Bannon in 2001.
From
February of 2001 until May of 2008 when he joined the Company, he was in
retirement.
Mr.
Henriquez earned an MBA degree from the Kellogg Graduate School of Management
at
Northwestern and two Masters Degrees from Boston University in International
Relations and Communications. Mr. Henriquez started with Bank of America in
1995
as a Vice President where he devised, marketed and structured lease and asset
based financing for Mexico in dual currencies to the top 50 corporate and
governmental companies such as Pemex, Cemex, Telmex Grupo Alfa, Ahmsa, Kimberly
Clark, and Volvo Mexico among others. He then moved to Goldman Sachs while
rotating as a Research Sales, Sales Trader and Trader through all departments
in
the Equity Division including NYSE, NASDAQ and International equities,
derivatives, and convertibles. At Lehman Brothers, he advised and executed
buy
and sell trades of Latin American, European, Asian, and emerging markets
equities to institutional investors and was actively involved in company road
shows for Initial Public Offerings and Secondary offerings. He was then a
co-founder and CFO of Netenvios.com, Inc. the first Latin American Logistics
Aggregator with physical operations in Argentina, Mexico, Brazil, Chile,
Colombia and the United States (Miami) where he was also responsible for
negotiating, structuring and successfully raising millions in venture capital
from Citibank (CVC), Merrill Lynch, and Explorador Fund. In 2002 Mr. Henriquez
assumed the title of Managing Director of Investment Banking Division of KPMG
Financial Advisory Services headquartered in Mexico City where he was in charge
of the M&A, Financing and Financial Advisory department for all of México.
Prior to joining Maxim, Mr. Henriquez was the CEO of Mexico for Helm Bank out
of
Florida.
Harvey
M.
Pensack graduated Cum Laude from Clarkson University in 1944, with a B.S. Degree
in Mechanical Engineering. Thereafter, Mr. Pensack served in the military,
finishing as a First Lieutenant in 1946. He spent seven years in the insurance
industry earning promotions and supervisory positions but then saw the potential
in the young computer industry. In 1953, utilizing his engineering training
and
entrepreneurial spirit, he founded Mitronics Inc., an innovative firm and
manufacturer of hermetic ceramic to metal seals for the then-fledgling
semiconductor industry. Mr. Pensack served as Chairman and CEO of Mitronics,
which prospered, and in 1970 was merged into a public corporation to become
Varadyne, Inc. Throughout the 1970s, 1980s and 1990s, Mr. Pensack had an active
career as a financial consultant specializing in insurance, business succession
planning and estate management. Throughout his career, and quick to recognize
potential in many diverse fields, Mr. Pensack has been a private investor who
specializes in researching and analyzing potential investment choices with
a
focus on management personnel and growth opportunity.
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.
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MAXIM
TEP, INC.
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Dated:
August 6, 2008
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By:
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/s/
Robert D. Johnson
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Name:
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Robert
D. Johnson
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Title:
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CEO
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