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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report: August 12, 1998
Upland Energy Corporation
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(Exact Name of registrant as specified in its charter)
Utah 0-22497 87-0430780
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
175 South Main Street, Suite 1423, Salt Lake City, Utah 84111
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (801) 537-5010
N/A
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(Former name or former address, if changed since last report.)
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Item 5. Other Events:
Upland Energy Corporation, a Utah corporation (the "Company")
received, on August 12, 1998, the resignation of Felix Ascanio as a
director of the Company. The resignation was part of an agreed upon
settlement between the Company and Mr. Ascanio, who the Company had
previously terminated as its president and installed in his place John
W. Hobbs. The resignation was dated July 9, 1998, but was not delivered
to the Company until August 12, 1998, when the final aspects of the
settlement agreement were completed.
The settlement agreement stemmed from a legal action the Company
had filed in the State of Utah seeking repayment of promissory notes
owed the Company by Mr. Ascanio and a request for a declaratory judgment
on whether the Company owed Mr. Ascanio any severance pay under the
terms of his employment contract. The Company believed it did not owe
Mr. Ascanio any sums under his employment contract because he was
terminated for "cause" as defined in Mr. Ascanio's employment contract.
Under the terms of the settlement with Mr. Ascanio, the Company
agreed to cancel his promissory notes owed to the Company in exchange
for 141,689 shares of the Company's common stock which Mr. Ascanio
owned. Mr. Ascanio's promissory notes to the Company principally
related to his exercise of options for shares of the Company's common
stock. In addition to the shares the Company received from Mr. Ascanio,
he sold the remainder of his holdings in the Company in a private
transaction to existing shareholders of the Company.
As part of the settlement with Mr. Ascanio, he agreed to resign as
an officer and director of the Company's and its subsidiary GS&C.
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Signatures
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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.
Upland Energy Corporation
Dated: 8-17-98 By: /S/John W. Hobbs, President
