SEC Comment Letter for EVOLUTION PETROLEUM CORP (EPM) (CIK 0001006655) (EPM) — Apr 3, 2009
EVOLUTION PETROLEUM CORP (EPM) (CIK 0001006655)
Date: April 3, 2009 · CIK: 0001006655 · Accession: 0000000000-09-017438
AI Filing Summary & Sentiment
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Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-7010
DIVISION OF CORPORATION FINANCE
A p r i l 3 , 2 0 0 9 Mr. Sterling H. McDonald Chief Financial Officer Evolution Petroleum Corporation 2500 CityWest Blvd., Suite 1300 Houston, Texas 77042 Re: Evolution Petroleum Corporation Form 10-K for Fiscal Year Ended June 30, 2008 Filed September 24, 2008 Amended Schedule 14A Filed November 4, 2008 Response Letter Filed March 25, 2009 File No. 1-32942 Dear Mr. McDonald: We have reviewed your response letter a nd have the following comments. Please provide a written response to our comments. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Form 10-K for the Fiscal Year Ended June 30, 2008
General 1. We note your response to our prior comment 1 and note further that you undertook to timely file an amendment to your Form 10-K. As such amendment has yet to be filed, plea se provide us with a be tter understanding of your interpretation of the term “timely.” We may have further comment.
Mr. Sterling H. McDonald Evolution Petroleum Corporation April 3, 2009 Page 2 Amended Schedule 14A filed November 4, 2008
Short Term Incentive Bonus, page 11
2. We note your response to our prior comment 3 and reissue the comment in part. Please provide the targets for each of your quantitative corporate goals, including operational improvements, value addition, and liquidity goals in addition to a description of the specific levels of ac hievement of each named executive officer relative to the targets. Further, provide any additional information pertaining to each individual’s performance that the compensation committee considered in determining specific payout levels for 2008. See Item 402(b)(1) of Regulation S- K. Closing Comments
Please respond to these comments within 10 business days or tell us when you will provide us with a response. Please furnish a letter that keys your responses to our comments and provides any requested information. Detailed letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your responses to our comments. Please contact Douglas Brown at (2 02) 551-3265, John Madison at (202) 551- 3296 or me at (202) 551-3745 w ith any other questions.
S i n c e r e l y , H. Roger Schwall Assistant Director
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
A p r i l 3 , 2 0 0 9 Mr. Sterling H. McDonald Chief Financial Officer Evolution Petroleum Corporation 2500 CityWest Blvd., Suite 1300 Houston, Texas 77042
Re: Evolution Petroleum Corporation
Form 10-K for Fiscal Year Ended June 30, 2008
Filed September 24, 2008 Amended Schedule 14A Filed November 4, 2008 Response Letter Filed March 25, 2009 File No. 1-32942
Dear Mr. McDonald:
We have reviewed your response letter a nd have the following comments. Please
provide a written response to our comments. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may
raise additional comments.
Form 10-K for the Fiscal Year Ended June 30, 2008
General
1. We note your response to our prior comment 1 and note further that you
undertook to timely file an amendment to your Form 10-K. As such amendment
has yet to be filed, plea se provide us with a be tter understanding of your
interpretation of the term “timely.” We may have further comment.
Mr. Sterling H. McDonald
Evolution Petroleum Corporation April 3, 2009 Page 2 Amended Schedule 14A filed November 4, 2008
Short Term Incentive Bonus, page 11
2. We note your response to our prior comment 3 and reissue the comment in part.
Please provide the targets for each of your quantitative corporate goals, including
operational improvements, value addition, and liquidity goals in addition to a
description of the specific levels of ac hievement of each named executive officer
relative to the targets. Further, provide any additional information pertaining to
each individual’s performance that the compensation committee considered in determining specific payout levels for 2008. See Item 402(b)(1) of Regulation S-
K.
Closing Comments
Please respond to these comments within 10 business days or tell us when you
will provide us with a response. Please furnish a letter that keys your responses to our comments and provides any requested information. Detailed letters greatly facilitate our
review. Please understand that we may have additional comments after reviewing your
responses to our comments.
Please contact Douglas Brown at (2 02) 551-3265, John Madison at (202) 551-
3296 or me at (202) 551-3745 w ith any other questions.
S i n c e r e l y ,
H. Roger Schwall Assistant Director