-----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, IBhWLWy+rSBz/TODynAPlD/kz9zQT2xJIn/Nc9O2GpKB+wXUUT/sJl6anS6dxVUQ ieyeWSb3V2ZNCC2Ucn48jA== 0000914062-05-000072.txt : 20050131 0000914062-05-000072.hdr.sgml : 20050131 20050131171644 ACCESSION NUMBER: 0000914062-05-000072 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050131 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050131 DATE AS OF CHANGE: 20050131 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RPC INC CENTRAL INDEX KEY: 0000742278 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 581550825 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08726 FILM NUMBER: 05562799 BUSINESS ADDRESS: STREET 1: 2170 PIEDMONT RD NE CITY: ATLANTA STATE: GA ZIP: 30324 BUSINESS PHONE: 4048882950 MAIL ADDRESS: STREET 1: 2170 PIEDMONT ROAD CITY: ATLANTA STATE: GA ZIP: 30324 FORMER COMPANY: FORMER CONFORMED NAME: RPC ENERGY SERVICES INC DATE OF NAME CHANGE: 19920703 8-K 1 rpc8k13105.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): JANUARY 31, 2005 RPC, INC. (Exact name of registrant as specified in its charter) -------------------------
DELAWARE 1-8726 58-1550825 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.)
2170 Piedmont Road, NE, Atlanta, Georgia 30324 (Address of principal executive office) (zip code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (404) 321-2140 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. Executive Officer Compensation At its regularly scheduled Board of Directors meeting held on January 25, 2005, the Compensation Committee approved annual bonuses for several executives who were named in the registrant's 2004 proxy statement (the "Named Executive Officers"). On January 25, 2005 the Compensation Committee approved the following bonuses for four of its Named Executive Officers: President and Chief Executive Officer - - $200,000, Chairman - $300,000, Vice President, Chief Financial Officer and Treasurer - $150,000, and Vice President and Secretary - $40,000. The executive officers named herein are also executive officers of Marine Products Corporation ("MPX") and receive salary and bonuses from MPX. Director Compensation At this same meeting the Board of Directors approved the following compensation for the registrant's non-employee directors: Retainer: $4,000 per quarter $3,000 additional per quarter for the Chairman of the Audit Committee Per Meeting Fee: $1,000 per Board or Committee meeting (excluding Audit Committee meetings) $2,000 per Audit Committee meeting Material Relationships None of the non-employee directors and none of the Company's Named Executive Officers has any material relationship with the Company or any of its affiliates apart from their respective relationships as directors and/or employees of the Company and its affiliates, ownership of Company and affiliate securities, and as otherwise previously disclosed in the Company's last filed annual proxy statement. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. None. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, RPC, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RPC, Inc. Date: January 31, 2005 /s/ Ben M. Palmer ------------------------------------- Ben M. Palmer Vice President, Chief Financial Officer and Treasurer 3 -----END PRIVACY-ENHANCED MESSAGE-----