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CNX GAS CORP Form 8-K: Current report

CNX GAS CORP Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2010-06-04: Form 8-K; Period of report 2010-05-28; Description 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 3.01.
  • 2010-05-13: Form 8-K; Period of report 2010-05-07; Description 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; Details 1.01.
  • 2010-05-07: Form 8-K; Period of report 2010-05-04; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
  • 2010-04-29: Form 8-K; Period of report 2010-04-29; Description 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; Details 2.02.
FiledFormPeriod of reportDescriptionDetailsDocument
2010-06-048-K2010-05-283.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers3.01 On May 28, 2010, CNX Gas Corporation (the “Company”) became a wholly owned subsidiary of CONSOL Energy Inc. (“CONSOL”) pursuant to a merger of the Company with a subsidiary of CONSOL, with the Company as the surviving corporation (the “Merger”).
5.02 On May 28, 2010, pursuant to the documents effecting the Merger, the directors of the Company were removed and replaced with a new board of directors, consisting of J. Brett Harvey, the Company’s Chief Executive Officer and an existing director of the Company; P. Jerome Richey, the Company’s Executive Vice President-Corporate Affairs, Chief Legal Officer and Secretary; Nicholas J. DeIuliis, the Company’s President and Chief Operating Officer; J. Michael Onifer, a Senior Vice President of the Company; and Randall M. Albert, a Senior Vice President of the Company.
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2010-05-138-K2010-05-071.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant1.01 Entry into a Material Definitive Agreement.
2.03 CNX Gas Corporation (“CNX Gas”), an 83.3% owned subsidiary of CONSOL Energy Inc. (“CONSOL Energy”), and its wholly-owned subsidiaries entered into a Credit Agreement dated as of May 7, 2010 (the “CNX Gas Credit Agreement”) for a new senior secured credit facility with certain lenders, with Bank of America, N.A. as syndication agent, and with PNC Bank, National Association as administrative agent.
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2010-05-078-K2010-05-045.07 Submission of Matters to a Vote of Security Holders5.07 On May 4, 2010, CNX Gas Corporation (the “Company”) held its 2010 Annual Meeting of Stockholders (the “Annual Meeting”) in Canonsburg, Pennsylvania.d8k.htm
2010-04-298-K2010-04-292.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure2.02 CNX Gas Corporation (the “Company”) issued a press release on April 29, 2010 announcing its 2010 first fiscal quarter results.
7.01 The response to Item 2.02 is incorporated herein by reference to this Item 7.01.
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2010-04-208-K2010-04-158.01 Other Events8.01 On April 15, 2010, the board of directors of CNX Gas Corporation (the “Company”) formed a special committee (the “Special Committee”) consisting of John R. Pipski, the sole independent director of the Company, to evaluate the contemplated tender offer previously announced by CONSOL Energy Inc. (“CONSOL Energy”) for all of the outstanding shares of the Company’s common stock, par value $0.01 per share, not owned by CONSOL Energy and its affiliates.form8-kspecialcommittee.htm
2010-01-288-K2010-01-282.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure2.02 CNX Gas Corporation (the “Company”) issued a press release on January 28, 2010 announcing its 2009 fourth fiscal quarter results.
7.01 The response to Item 2.02 is incorporated herein by reference to this Item 7.01.
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2009-10-228-K2009-10-222.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure2.02 CNX Gas Corporation (the “Company”) issued a press release on October 22, 2009 announcing its 2009 third fiscal quarter results.
7.01 The response to Item 2.02 is incorporated herein by reference to this Item 7.01.
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2009-09-118-K2009-09-085.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On September 8, 2009, the Compensation Committee of the Board of Directors of CONSOL Energy Inc. (“CONSOL Energy”), the parent company of CNX Gas Corporation (the “Company”), adopted amendments to CONSOL Energy’s Supplemental Retirement Plan (the “Plan”) to, among other things, include certain employees of the Company, and to give service credit under the Plan for service with the Company to all participants in the Plan who are or formerly were employees of the Company, including Nicholas J. DeIuliis, Executive Vice President and Chief Operating Officer of CONSOL Energy and President of the Company, Stephen W. Johnson, Senior Vice President and General Counsel of CONSOL Energy and the Company, J. Michael Onifer, Senior Vice President - Established Business Units of CONSOL Energy and the Company, and Randall M. Albert, Senior Vice President - Emerging Business Units of CONSOL Energy and the Company.d8k.htm
2009-07-308-K2009-07-302.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure2.02 CNX Gas Corporation (the “Company”) issued a press release on July 30, 2009 announcing its 2009 second fiscal quarter results.
7.01 The response to Item 2.02 is incorporated herein by reference to this Item 7.01.
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2009-06-238-K2009-06-175.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 (a) On June 17, 2009 the Board of Directors (the “Board”) of CNX Gas Corporation (the “Company”) adopted the Third Amended and Restated Bylaws of the Company (the “Bylaws”), effective immediately upon their adoption, to supersede and replace the existing bylaws of the Company.d8k.htm
2009-05-018-K2009-04-305.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 (b) On April 30, 2009, James E. Altmeyer, Sr. submitted his resignation as a director of the Board of Directors of CNX Gas Corporation (the “Company”) to the Company (effective April 28, 2009).d8k.htm
2009-04-238-K2009-04-232.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure2.02 CNX Gas Corporation (the “Company”) issued a press release on April 23, 2009 announcing its 2009 first fiscal quarter results.
7.01 The response to Item 2.02 is incorporated herein by reference to this Item 7.01.
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2009-02-188-K2009-02-178.01 Other Events8.01 Attached as Exhibit 100 to this report is the information contained in Part II, Item 8—Financial Statements and Supplementary Data from CNX Gas Corporation’s (the “Company”) Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed with the Securities and Exchange Commission on February 17, 2009, formatted in XBRL (Extensible Business Reporting Language).d8k.htm
2009-01-298-K2009-01-292.02 Results of Operations and Financial Condition; 8.01 Other Events2.02 CNX Gas Corporation (the “Company”) issued an earnings release on January 29, 2009 announcing its results for the fiscal year ended December 31, 2008.
8.01 On January 7, 2009, the Company received a civil investigative demand for information and documents from the Attorney General of the Commonwealth of Virginia regarding the Company’s exploration, production, transportation and sale of coalbed methane gas in Virginia.
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2009-01-208-K2009-01-165.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events5.02 Mr. Harvey, age 58, has been a Director of CNX Gas since June 30, 2005, the date of its formation, and President and Chief Executive Officer and a Director of CONSOL Energy since January 1998.
5.03 (a) Also effective on January 16, 2009, CNX Gas dissolved its compensation, finance and nominating and corporate governance committees and the CNX Gas’ Bylaws were amended to reflect these changes.
8.01 The joint press release issued by CONSOL Energy and CNX Gas on January 20, 2009 is attached hereto as Exhibit 99.1 and incorporated herein by reference.
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2008-12-098-K2008-12-035.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics; 8.01 Other Eventsd8k.htm
2008-10-228-K2008-10-222.02 Results of Operations and Financial Conditiond8k.htm
2008-08-198-K2008-08-135.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Eventsd8k.htm
2008-07-308-K2008-07-302.02 Results of Operations and Financial Conditiond8k.htm
2008-06-028-K2008-05-301.01 Entry into a Material Definitive Agreementd8k.htm
2008-05-068-K2008-04-305.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersl31420ae8vk.htm
2008-04-258-K2008-04-215.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersl31229ae8vk.htm
2008-04-238-K2008-04-232.02 Results of Operations and Financial Conditionl31189ae8vk.htm
2008-03-258-K2008-03-258.01 Other Eventsl30771ae8vk.htm
2008-03-188-K2008-03-177.01 Regulation FD Disclosurel30647ae8vk.htm
2008-02-258-K2008-02-254.01 Changes in Registrant's Certifying Accountantd8k.htm
2008-02-258-K2008-02-195.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersl30293ae8vk.htm
2008-01-298-K2008-01-288.01 Other Eventsl29785ae8vk.htm
2008-01-298-K2008-01-292.02 Results of Operations and Financial Conditionl29764ae8vk.htm
2008-01-258-K2008-01-232.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosurel29726ae8vk.htm
2007-12-148-K2007-12-105.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersl29200ae8vk.htm
2007-10-258-K2007-10-252.02 Results of Operations and Financial Conditionl28449ae8vk.htm
2007-08-208-K2007-08-165.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Yearl27663ae8vk.htm
2007-07-258-K2007-07-252.02 Results of Operations and Financial Conditionl27158ae8vk.htm
2007-06-148-K2007-06-081.01 Entry into a Material Definitive Agreementl26639ae8vk.htm
2007-06-118-K2007-06-117.01 Regulation FD Disclosurel26576ae8vk.htm
2007-04-278-K2007-04-235.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersl25869ae8vk.htm
2007-04-258-K2007-04-252.02 Results of Operations and Financial Conditionl25810ae8vk.htm
2007-03-288-K2007-03-235.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersl25419ae8vk.htm
2007-03-018-K2007-02-235.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersl25014ae8vk.htm
2007-02-228-K2007-02-202.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosurel24884ae8vk.htm
2007-01-268-K2007-01-245.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersl24317ae8vk.htm
2007-01-248-K2007-01-242.02 Results of Operations and Financial Conditionl24204ae8vk.htm
2007-01-088-K2007-01-082.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosurel23962ae8vk.htm
2006-10-258-K2006-10-252.02 Results of Operations and Financial Conditionl22866ae8vk.htm
2006-10-178-K2006-10-081.01 Entry into a Material Definitive Agreementl22745ae8vk.htm
2006-07-268-K2006-07-262.02 Results of Operations and Financial Conditionl21532ae8vk.htm
2006-07-118-K2006-07-101.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersl21209ae8vk.htm
2006-05-158-K2006-05-091.01 Entry into a Material Definitive Agreementd8k.htm
2006-05-018-K2006-04-251.01 Entry into a Material Definitive Agreementd8k.htm
2006-04-268-K2006-04-262.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosured8k.htm
2006-02-148-K2006-02-147.01 Regulation FD Disclosure; 8.01 Other Eventsd8k.htm
2006-02-108-K2006-02-071.01 Entry into a Material Definitive Agreementd8k.htm
2006-01-258-K2006-01-252.02 Results of Operations and Financial Conditiond8k.htm