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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
July 20, 2006
(Date of Report - date of earliest event reported)
PYRAMID OIL COMPANY
(Exact name of registrant as specified in its charter)
Commission File Number 0-5525
CALIFORNIA 94-0787340
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2008 - 21ST. STREET
BAKERSFIELD, CALIFORNIA 93301
(Address of principal executive offices) (Zip Code)
(661) 325-1000
(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:
[ ] 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))
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Section 8 - Other Events
Item 8.01 Other Events
Pyramid Oil Company (the Company) has established an Audit Committee and
a Compensation Committee. The Audit Committee has the authority and duties
that are described in the Audit Committee Charter that is filed as Exhibit
99.1 to this Current Report on Form 8-K, and the Compensation Committee has
the authority and duties that are described in the Compensation Committee
Charter that is filed as Exhibit 99.2 to this Current Report on From 8-K.
The members of the Audit Committee and Compensation Committee are Thomas
W. Ladd, Gary L. Ronning and John E. Turco. The Company's Board of Directors
has determined that directors Ladd, Ronning and Turco are 'independent' within
the meaning of Rule 10A-3(b)(1) under the Securities Exchange Act of 1934 and
Section 121.A of the American Stock Exchange Company Guide.
The Company's Board of Directors has determined that Mr. Turco is an
'audit committee financial expert' within the meaning of Item 401(e) of
Securities and Exchange Commission Regulation S-B, and that Mr. Turco is
'financially sophisticated' within the meaning of Section 121.B(2)(a)(ii) of
the American Stock Exchange Company Guide. The Board of Directors based its
determination upon Mr. Turco's employment experience since March 1991 as the
Chief Financial Officer of the company described below.
In its definitive Proxy Statement that was filed with the Securities and
Exchange Commission on May 8, 2006, the Company provided biographical
information about its five directors. The Company is providing the following
additional information about directors Michael D. Herman and John E. Turco.
MICHAEL D. HERMAN has been Chairman of the Company since July of 2005 and
the majority shareholder of the Company since June 15, 2005. Mr. Herman has
been the Chairman and majority shareholder of Heat Waves Hot Oil Service, LLC
since March 31, 2006. Heat Waves provides various energy related services
such as water hauling, acidizing and heating oil to customers in Kansas,
Oklahoma, Colorado and New Mexico. Mr. Herman has been the Chairman and owner
of Pasadena, California based Key Food Ingredients, Inc. since January 1,
2005. Key Food Ingredients supplies dehydrated vegetables from its factory in
Qngdao, China to customers worldwide. Mr. Herman was Chairman and owner of
Telematrix, Inc. from October 1992 until December 1998 when the company was
sold to a major hospitality company, and he repurchased a majority ownership
interest in December 2004 and held that majority ownership interest until
April 2006. Telematrix Inc. designs and distributes communications products
and telephones to hospitality and business customers globally. From November
2003 until February 2005, Mr. Herman was Chairman and majority shareholder of
Ft. Lauderdale based Sunair Electronics but chose not to stand for re-election
as a director in February 2006. Sunair Electronics is engaged in the design,
manufacture and sale of high frequency communications equipment for long-range
voice and data applications.
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JOHN E. TURCO has been the President and Chief Financial Officer of
Corotto Company, Inc., an agricultural company growing citrus in Kern County,
California, since March 1991. Mr. Turco has been President of Turco Desert
Company, Inc., an agricultural company growing dates, grapes and citrus in
California's Coachella Valley, since August 1991. Mr. Turco served as a
member and chairman of the finance committee of the California Citrus Research
Board from November 1992 until September 2001. Mr. Turco has served as a
trustee of the United Agricultural Benefit Trust, which provides medical
insurance to agricultural workers, since January 2002. Mr. Turco received his
B.S. in business administration from Menlo College.
Item 9.01 Financial Statements and Exhibits
Exhibit 99.1 Audit Committee Charter
Exhibit 99.2 Compensation Committee Charter
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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.
PYRAMID OIL COMPANY
Dated: July 20, 2006
By: /s/ JOHN H. ALEXANDER
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Name: John H. Alexander
Title: Chief Executive Officer