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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): May 18, 2006
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OIL STATES INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-16337 76-0476605
(Commission File Number) (IRS Employer Identification No.)
333 Clay Street, Suite 4620
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 652-0582
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):
[ ] 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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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On May 18, 2006, the Company appointed Cindy B. Taylor to the position of
President and Chief Operating Officer. In connection with this appointment, the
Company increased Ms. Taylor's base salary from $330,000 to $400,000 and
increased her target bonus to 55% of her base salary up from the previous target
bonus of 50% of her base salary.
In connection with the organizational changes, the Company awarded Mr.
Swanson a compensation package consisting of an annual base salary of $300,000,
a target bonus of 50% of his base salary, immediate vesting of all existing,
non-qualified stock options and 13,500 shares of restricted stock which vest
over one year and were previously disclosed on a Form 4 filed on February 16,
2006.
Also on May 18, 2006, the Company appointed Bradley Dodson to Vice
President - Chief Financial Officer and Treasurer. Mr. Dodson's base salary is
$190,000 and his target bonus is 45% of his base salary.
On May 18, 2006, the Company appointed Robert W. Hampton to the position of
Senior Vice President - Accounting /Corporate Secretary. Mr. Hampton's base
salary is $200,000 and his target bonus is 45% of his base salary.
On May 18, 2006, the Company appointed Christopher E. Cragg to the position
of Senior Vice President - Operations. Mr. Cragg's base salary was increased
from $210,000 to $245,000. Mr. Cragg's target bonus remains at 50% of his base
salary.
In all cases above, if certain annual financial and operational goals are
exceeded, the executives above have the potential to achieve up to 200% of his
or her target bonus.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On May 22, 2006, Oil States International, Inc. issued a press release
announcing that the Company had made several organization changes. A copy of the
press release is furnished herewith as Exhibit 99.1 and is incorporated herein
by reference.
Set forth below are the names of, and certain information with respect to,
the Company's executive officers and directors, after reflecting the
organizational changes announced on May 22, 2006.
NAME AGE POSITION(S)
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Stephen A. Wells............... 62 Chairman of the Board
Douglas E. Swanson............. 67 Director and Chief Executive Officer
Cindy B. Taylor................ 44 President and Chief Operating Officer
Robert W. Hampton.............. 54 Senior Vice President -- Accounting/Corporate Secretary
Christopher E. Cragg........... 45 Senior Vice President -- Operations
Howard Hughes.................. 63 Vice President -- Offshore Products
Bradley Dodson................. 32 Vice President -- Chief Financial Officer and Treasurer
Martin Lambert................. 50 Director
S. James Nelson................ 64 Director
Mark G. Papa................... 59 Director
Gary L. Rosenthal.............. 56 Director
L. E. Simmons.................. 59 Director
William T. Van Kleef 54 Director
(c) On May 18, 2006, the Company appointed Cindy B. Taylor to the position
of President and Chief Operating Officer. In her new role, she will continue to
report to Douglas E. Swanson, Chief Executive Officer, who relinquishes the
title of President of the Company. Ms. Taylor has been the Company's Senior Vice
President - Chief Financial Officer and Treasurer since May 2000. Ms. Taylor is
not a party to any transaction, or series of transactions, required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
Also on May 18, 2006, the Company appointed Robert W. Hampton to the
position of Senior Vice President-- Accounting / Corporate Secretary. Mr.
Hampton has been Vice President - Finance and Accounting and Secretary of the
Company since February 2001. Mr. Hampton is not a party to any transaction, or
series of transactions, required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
Also on May 18, 2006, the Company appointed Christopher E. Cragg to the
position of Senior Vice President-- Operations. Mr. Cragg has been Vice
President - Tubular Services of the Company since February 2001. Mr. Cragg is
not a party to any transaction, or series of transactions, required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
Also on May 18, 2006, the Company appointed Bradley Dodson to the position
of Vice President -- Chief Financial Officer and Treasurer. Mr. Dodson has been
Vice President - Corporate Development of the Company since March 2003 prior to
which he served as Director of Business Development from March 2001 through
February 2003. Pursuant to Item 404(a) of Regulation S-K, the Company disclosed
that it has agreed to pay on Mr. Dodson's behalf certain tuition and continuing
education expenses, required in his position with the Company, in an aggregate
amount of $68,500 over a two year period.
(d) On May 18, 2006, at the Company's annual meeting, the Company's
stockholders elected William T. Van Kleef to the Company's Board of Directors as
a Class II Director to replace Andrew L Waite, who decided not to stand for
election. Mr. Van Kleef will serve for a term expiring at the Company's annual
meeting of stockholders held in 2009. Mr. Van Kleef has also been appointed to
the Company's Audit Committee.
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Mr. Van Kleef served in executive management positions at Tesoro
Corporation from 1993 to 2005, most recently as Tesoro's Executive Vice
President and Chief Operating Officer. During his tenure at Tesoro, Mr. Van
Kleef held various positions, including President, Tesoro Refining and
Marketing, and Executive Vice President and Chief Financial Officer. Before
joining Tesoro, Mr. Van Kleef, a Certified Public Accountant, served in various
financial and accounting positions with Damson Oil from 1982 to 1991, most
recently as Senior Vice President and Chief Financial Officer. Mr. Van Kleef
serves on the Board of Directors of Noble Energy (NYSE: NBL), an independent oil
and gas company.
There is no agreement or understanding between Mr. Van Kleef and any other
person pursuant to which Mr. Van Kleef was appointed to the Board. Mr. Van Kleef
is not a party to any transaction, or series of transactions, required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
ITEM 8.01 OTHER EVENTS.
On March 22, 2006, Oil States International, Inc. issued a press release
announcing the election of Stephen A. Wells as non-executive Chairman of the
Board of Directors, effective May 18, 2006. A copy of the press release is
furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
EXHIBIT NO. EXHIBIT TITLE
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99.1 Press Release dated May 22, 2006.
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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.
OIL STATES INTERNATIONAL, INC.
Date: May 24, 2006 By: /s/ Douglas E. Swanson
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Name: Douglas E. Swanson
Title: Chief Executive Officer
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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99.1 Press Release dated May 22, 2006.
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