-----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, P7lC6WaDvErVgIUC+NvF+by2mDPth7+A3WpkEclR2VXY98+ZcBhD9+M0+PVYde4T tgxm7q1QLPUUnfgRX2qZsQ== 0000844965-08-000012.txt : 20080222 0000844965-08-000012.hdr.sgml : 20080222 20080222160005 ACCESSION NUMBER: 0000844965-08-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080219 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: 20080222 DATE AS OF CHANGE: 20080222 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: 08636466 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 tti8kcomp22208.htm FORM 8-K TETRA Feb 22 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): February 19, 2008

 

 

TETRA Technologies, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware
1-13455
74-2148293
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

 

25025 Interstate 45 North, Suite 600

The Woodlands, Texas 77380

(Address of Principal Executive Offices and Zip Code)

 

Registrant's telephone number, including area code: (281) 367-1983

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. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective February 19, 2008, Philip N. Longorio was named Senior Vice President of TETRA Technologies, Inc. (“TETRA”). Mr. Longorio, 54, served as President and Chief Executive Officer of WellDynamics B.V., which was formed as a joint venture between Halliburton Energy Services and Shell Technology Ventures to market intelligent completion technology, from 2004 through 2007. WellDynamics uses advanced intelligent well technology to deliver solutions for surface controlled reservoir monitoring and management. From December of 1999 through February, 2004, Mr. Longorio served as Vice President of Sperry-Sun Drilling Services, a subsidiary of Halliburton Energy Services. Mr. Longorio served in other capacities during the earlier portion of his career with Halliburton, from 1988 through 1999. From 1977 through 1988, Mr. Longorio served in several operational positions with Gearhart Industries, Inc.

Mr. Longorio’s annual salary is $325,000. There is no written employment contract between Mr. Longorio and TETRA which guarantees Mr. Longorio’s term of employment, salary or other incentives, all of which are entirely at the discretion of the Board of Directors. Mr. Longorio entered into an agreement dated February 19, 2008, which is substantially identical to the form of agreement executed by all employees of TETRA, and which evidences the at-will employment of all such employees. As an inducement to Mr. Longorio’s employment, TETRA has authorized an award of 30,200 shares of restricted stock to Mr. Longorio, the grant date of which will be the date of TETRA’s filing of a registration statement with the Securities and Exchange Commission registering the issuance of the restricted stock. The award is expected to be made as soon as practicable and will be evidenced by an Employee Restricted Stock Agreement to be executed by TETRA and Mr. Longorio. The restricted stock will vest 20% on the first anniversary of the date of the award, and will vest an additional 10% each six months thereafter. Mr. Longorio is eligible to participate in TETRA’s incentive programs generally available to its executive officers and TETRA’s broad-based benefit programs generally available to its salaried employees, including health, life, disability and other insurance and benefits, 401(k) Plan, and vacation, paid sick leave and other employee benefits.

Other than the agreement described above, there is no arrangement or understanding between Mr. Longorio and any other person pursuant to which he was selected as an officer. Mr. Longorio has no family relationship to any other executive officer or director of TETRA.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number
Description

10.1

  

Employee Restricted Stock Agreement between the Company and Philip N. Longorio, dated February 22, 2008 (incorporated by reference to Exhibit 4.12 to the Company’s Registration Statement on Form S-8 filed on February 22, 2008 (SEC File No. 333-149347)).

99.1

  

Press Release, dated February 22, 2008, issued by TETRA Technologies, Inc.

 

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: February 22, 2008

 

 

 

Page 2

EXHIBIT INDEX

 

Exhibit Number
Description

10.1

  

Employee Restricted Stock Agreement between the Company and Philip N. Longorio, dated February 22, 2008 (incorporated by reference to Exhibit 4.12 to the Company’s Registration Statement on Form S-8 filed on February 22, 2008 (SEC File No. 333-149347)).

99.1

  

Press Release, dated February 22, 2008, issued by TETRA Technologies, Inc.

 

 

Page 3

 

 

 EX-99 2 exhibit991.htm EXHIBIT 99.1 Exhibit 99.1

 

Exhibit 99.1

For Immediate Release

TETRA TECHNOLOGIES, INC.

ANNOUNCES EXPANSION OF ITS MANAGEMENT TEAM

February 22, 2008 (The Woodlands, Texas), TETRA Technologies, Inc. (TETRA or the Company) (NYSE:TTI) today announced that its has appointed Philip N. Longorio to the position of Senior Vice President. Mr. Longorio will be responsible for managing our global fluids and production testing businesses.

Geoffrey M. Hertel, President and Chief Executive Officer, stated, “We are extremely pleased to welcome Phil Longorio as a member of our management team. Phil brings to TETRA a wealth of experience in the oilfield service industry. During his more than twenty-eight year career with Halliburton Energy Services and its subsidiaries, Phil served in both operational and sales positions of increasing authority, ending as the Vice President of Sperry-Sun Drilling Services. From July of 2004 through May, 2007, Phil served as President and Chief Executive Officer of WellDynamics B.V., which was formed as a joint venture between Halliburton Energy Services and Shell Technology Ventures to market intelligent completion technology. WellDynamics uses advanced intelligent well technology to deliver solutions for surface controlled reservoir monitoring and management.”

“Phil will continue the implementation of our plan for global expansion and, as we move toward the future consolidation of our fluids and production testing businesses, Phil will provide valuable expertise in maximizing operational efficiency. In his capacity as a Senior Vice President, Phil will report directly to Stuart Brightman, our Chief Operating Officer,” concluded Hertel.

In accordance with the New York Stock Exchange Listed Company Manual, Section 303A.08, “Shareholder Approval of Equity Compensation Plans,” we hereby disclose that the Company has authorized the grant to Philip Longorio of an employment inducement award of 30,200 shares of restricted stock, the effective date of such agreement to coincide with the Company’s filing of a registration statement covering the issuance of such shares. The restricted stock will vest 20% on the first anniversary of the date of the award, and will vest an additional 10% each six months thereafter.

TETRA is an oil and gas services company, including an integrated calcium chloride and brominated products manufacturing operation that supplies feedstocks to energy markets, as well as other markets.

This press release includes certain statements that are deemed to be forward-looking statements. These forward-looking statements include statements concerning estimated revenues, earnings and earnings per share for fiscal years 2006 and 2007, future capital expenditures and market growth, timing of anticipated benefits from capital commitments and other statements that are not statements of historical fact. These forward-looking statements are based on certain assumptions and analyses

 

made by the Company in light of its experience and its perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. Such statements are subject to a number of risks and uncertainties, many of which are beyond the control of the Company. Investors are cautioned that any such statements are not guarantees of future performances and that actual results or developments may differ materially from those projected in the forward-looking statements. Some of the factors that could affect actual results are described in the section titled “Certain Business Risks” contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006, as well as other risks identified from time to time in its reports on Form 10-Q and Form 8-K filed with the Securities and Exchange Commission.

 

Contact:

TETRA Technologies, Inc., The Woodlands, Texas

Geoffrey M. Hertel, 281/367-1983

Fax: 281/364-4346

www.tetratec.com

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