-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CVLPU8SFZYEjTaIUC8hoZ0QMkN3cIvtfEC3pMt8Vnu8G4HShdL4olVuwhV8QH/2N iKxpHuvRBrlra4j+RqQnVQ== 0001275287-06-003001.txt : 20060524 0001275287-06-003001.hdr.sgml : 20060524 20060524164912 ACCESSION NUMBER: 0001275287-06-003001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060518 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060524 DATE AS OF CHANGE: 20060524 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OIL STATES INTERNATIONAL, INC CENTRAL INDEX KEY: 0001121484 STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [3533] IRS NUMBER: 760476605 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16337 FILM NUMBER: 06864679 BUSINESS ADDRESS: STREET 1: THREE ALLEN CENTER STREET 2: 333 CLAY STREET, SUITE 4620 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-652-0582 MAIL ADDRESS: STREET 1: THREE ALLEN CENTER STREET 2: 333 CLAY STREET, SUITE 4620 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: OIL STATES INTERNATIONAL INC DATE OF NAME CHANGE: 20000808 8-K 1 os5979.txt FORM 8-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 8-K ---------- 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 ---------- OIL STATES INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware ---------------------------------------------- (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)) ================================================================================ 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) - ------------------------------- --- -------------------------------------------------------- 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. 2 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 - ----------- --------------------------------- 99.1 Press Release dated May 22, 2006. 3 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 ------------------------ Name: Douglas E. Swanson Title: Chief Executive Officer 4 INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION - ----------- --------------------------------- 99.1 Press Release dated May 22, 2006. 5 EX-99.1 2 os5979ex991.txt EXHIBIT 99.1 Exhibit 99.1 OIL STATES ANNOUNCES ORGANIZATIONAL CHANGES HOUSTON, May 22 /PRNewswire-FirstCall/ -- Oil States International, Inc. (NYSE: OIS), today announced several organization changes. The Company announced the appointment of Cindy B. Taylor as President and Chief Operating Officer. In her new role, she will continue to report to Douglas E. Swanson, Chief Executive Officer. In addition, the Company announced the promotions of Christopher E. Cragg to Senior Vice President -- Operations, Robert W. Hampton to Senior Vice President -- Accounting/Corporate Secretary and Bradley Dodson to Vice President -- Chief Financial Officer and Treasurer. John Shoaff will assume the role of President of Sooner, Inc., the Company's tubular services business. All of these organizational changes are effective immediately. (Photo: http://www.newscom.com/cgi-bin/prnh/20060522/DAM049 ) Oil States also announced the election of Stephen A. Wells as the non- executive Chairman of the Board of Directors. Mr. Wells has served as a director of Oil States since 1996. Mrs. Taylor most recently served as Senior Vice President and CFO of Oil States. She joined Oil States in May 2000, shortly before the company went public in February 2001. Mrs. Taylor previously held executive positions with a public drilling company and various management positions in public accounting. Mr. Cragg most recently served as President of Sooner, Inc., a subsidiary of Oil States, and has held various executive positions with Oil States and its predecessors since 1999. Prior to joining Sooner, he served in management positions with an independent oil and gas company. In his new position, he will be responsible for the company's well site services operations in the United States in addition to leading the tubular services business. Mr. Hampton most recently served as Vice President -- Finance & Accounting with Oil States. He has held this position since joining the company and its predecessors in 1998. Prior to joining Oil States, he held executive level positions with offshore vessel operators and also held various management positions in public accounting. Mr. Dodson most recently served as Vice President -- Corporate Development with Oil States, a position that he held since joining the Company in 2000. Prior to joining Oil States, Mr. Dodson worked in both private equity and investment banking operations. John Shoaff most recently served as Vice President, Marketing and Alliances at Sooner, Inc. Mr. Shoaff joined Sooner in 1998 and has over 25 years of experience in the tubular services business. Douglas E. Swanson stated, "We are very pleased to announce these promotions within our organization, thereby creating additional growth opportunities for these individuals and for the company." Oil States International, Inc. is a diversified oilfield services company. With locations around the world, Oil States is a leading manufacturer of products for deepwater production facilities and subsea pipelines, and a leading supplier of a broad range of services to the oil and gas industry, including production-related rental tools, work force accommodations and logistics, oil country tubular goods distribution and land drilling services. Oil States is organized in three business segments -- Offshore Products, Tubular Services and Well Site Services, and is publicly traded on the New York Stock Exchange under the symbol OIS. SOURCE Oil States International, Inc. -0- 05/22/2006 /CONTACT: Cindy B. Taylor of Oil States International, Inc., +1-713-652-0582/ /Photo: NewsCom: http://www.newscom.com/cgi-bin/prnh/20060522/DAM049 AP Archive: http://photoarchive.ap.org AP PhotoExpress Network: PRN8 PRN Photo Desk, photodesk@prnewswire.com / /Web site: http://www.oilstatesintl.com / -----END PRIVACY-ENHANCED MESSAGE-----