-----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, IPRW6l1ptFzaP4qiGhNNqwH87wuDLAxFziP6GySvGu9N8LCCaOxYt6+tjgbOqSc/ qTUDwtVleLrKUOQImTKlBg== 0000844965-06-000004.txt : 20060313 0000844965-06-000004.hdr.sgml : 20060313 20060313124327 ACCESSION NUMBER: 0000844965-06-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060310 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060313 DATE AS OF CHANGE: 20060313 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TETRA TECHNOLOGIES INC CENTRAL INDEX KEY: 0000844965 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 742148293 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13455 FILM NUMBER: 06681398 BUSINESS ADDRESS: STREET 1: 25025 I-45N CITY: THE WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: 2813671983 MAIL ADDRESS: STREET 1: 25025 I-45 NORTH CITY: THE WOODLANDS STATE: TX ZIP: 77380 8-K 1 tti8k031306.htm FORM 8-K TETRA Mar 13 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): March 10, 2006

 

 

TETRA Technologies, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware
1-13455
74-2148293
(State of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)

 

25025 Interstate 45 North, Suite 600

The Woodlands, Texas 77380

(Address of Principal Executive Offices and Zip Code)

 

(281) 367-1983

(Registrant's Telephone Number, Including Area Code)

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 5.02(b). Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On February 23, 2006, the Board of Directors of TETRA Technologies, Inc. (“TETRA”) proposed amendments to the company’s Restated Certificate of Incorporation that would effect the declassification of the Board of Directors and result in the annual election of directors starting in 2007. The proposed amendments effecting the declassification are subject to, and contingent on, stockholder approval at the company’s annual meeting of stockholders to be held on May 2, 2006 (the “2006 Annual Meeting”).

Effective March 10, 2006, in connection with the company’s declassification proposal, TETRA and each Class I director nominee to be considered for election at the 2006 Annual Meeting (whose term would otherwise expire at the company’s annual meeting of stockholders to be held in 2009, absent approval of the declassification proposal) and each current Class III director (whose term would otherwise expire at the company’s annual meeting of stockholders to be held in 2008, absent approval of the declassification proposal) entered into the Director Resignation Agreement (the “Agreement”) which is attached hereto as Exhibit 10.1 and is incorporated by reference herein. The Class II directors did not execute the Agreement because their terms expire in 2007. Under the Agreement, each such director and director nominee has contractually agreed to resign without further action effective immediately prior to TETRA’s annual meeting of stockholders to be held in 2007, subject to stockholder approval of the declassification proposal and the filing of appropriate amendments to the company’s Restated Certificate of Incorporation. The purpose of the resignations reported today is simply to facilitate the transition to a declassified Board of Directors by shortening the director terms of the Class I and Class III directors and allowing all directors to be elected to one-year terms starting in 2007.

 

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit Number
Description

10.1

  

Director Resignation Agreement with all Class I director nominees and current Class III directors, dated March 10, 2006.

 

 

Page 1

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.

TETRA Technologies, Inc.

By: /s/Geoffrey M. Hertel

Geoffrey M. Hertel

President & Chief Executive Officer

Date: March 13, 2006

 

 

 

Page 2

EXHIBIT INDEX

 

Exhibit Number
Description

10.1

  

Director Resignation Agreement with all Class I director nominees and current Class III directors, dated March 10, 2006.

 

 

Page 3

 

 

 

 EX-10 2 exhibit101.htm EXHIBIT 10.1 Exhibit 10.1

 

Exhibit 10.1

DIRECTOR RESIGNATION AGREEMENT

 

This Director Resignation Agreement (the “Resignation Agreement”) dated as of March 10, 2006, is entered into by and among TETRA Technologies, Inc., a Delaware corporation (the “Company”), and the undersigned, each of whom is a Class I director nominee or current Class III director of the Company (each, a “Director”).

RECITALS

WHEREAS, the Board of Directors of the Company (the “Board”) has approved an amendment to the Company’s Restated Certificate of Incorporation, as amended (the “Amendment”), that would effect a declassification of the Board, and has recommended adoption of the Amendment by the stockholders at the Company’s annual meeting of stockholders to be held in 2006 (the “2006 Annual Meeting”);

WHEREAS, if the Amendment is approved by the Company’s stockholders, the Amendment would take effect immediately upon the filing of a certificate with the Secretary of State of the State of Delaware effecting the Amendment (the “Certificate of Amendment”), and all directors of the Company would become subject to election to one-year terms commencing with the Company’s annual meeting of stockholders to be held in 2007 (the “2007 Annual Meeting”); and

WHEREAS, in order to facilitate the transition from classified three-year terms to non-classified one-year terms, the Board has approved this Resignation Agreement, pursuant to which each Class I director nominee to be elected at the 2006 Annual Meeting, and each current Class III director, agrees to and does hereby tender his resignation from the Board to be effective immediately prior to the 2007 Annual Meeting.

NOW, THEREFORE, each Director hereby agrees as follows:

AGREEMENT

1. Agreement to Resign. Subject to and conditioned upon (a) stockholder approval of the Amendment at the 2006 Annual Meeting, and (b) filing of the Certificate of Amendment with the Secretary of State of the State of Delaware, each Director hereby agrees to and does hereby tender his resignation from the Board to be effective immediately prior to the 2007 Annual Meeting.

2. Termination. This Resignation Agreement will automatically terminate in its entirety, and no signatory to this Resignation Agreement will have any obligation hereunder, if this Resignation Agreement is not signed by the Company and each Director by the close of business on March 10, 2006, or if the Certificate of Amendment has not been filed with the Secretary of State of the State of Delaware within sixty (60) days after the 2006 Annual Meeting.

 

3. Amendment. Any term of this Resignation Agreement may be amended or waived only with the written consent of each of (a) the Company, (b) a majority of the Class II directors of the Company, and (c) the Directors so affected.

4. Miscellaneous.

(a) This Resignation Agreement may be executed in one or more counterparts, including facsimile counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same document.

(b) This Resignation Agreement is governed by, and will be construed in accordance with, the laws of the State of Delaware without regard to principles of conflict of laws.

TETRA TECHNOLOGIES, INC.

By: /s/Geoffrey M. Hertel

Name: Geoffrey M. Hertel

Its: President and Chief Executive Officer

DIRECTORS

CLASS I:

CLASS III:

 

 

/s/Paul D. Coombs

/s/Hoyt Ammidon, Jr.

Paul D. Coombs

Hoyt Ammidon, Jr.

 

 

/s/Allen T. McInnes

/s/Kenneth P. Mitchell

Allen T. McInnes

Kenneth P. Mitchell

 

 

/s/J. Taft Symonds

/s/Kenneth E. White, Jr.

J. Taft Symonds

Kenneth E. White. Jr.

2

 -----END PRIVACY-ENHANCED MESSAGE-----