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 25, 2005
SUPERIOR ENERGY SERVICES, INC.
(Exact name of registrant as specified in its charter)
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Delaware (State or other jurisdiction) |
0-20310 (Commission File Number) |
75-2379388 (IRS Employer Identification No.) |
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1105 Peters Road, Harvey, Louisiana (Address of principal executive offices) |
70058 (Zip Code) |
(504) 362-4321
(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 obligations of the registrant under any of the following provisions:
[ ] 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. |
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At the 2005 Annual Meeting of Stockholders of Superior Energy Services, Inc. (the "Company") held on May 25, 2005, the Company's stockholders approved the Superior Energy Services, Inc. 2005 Stock Incentive Plan (the "Plan"). The Plan provides officers, key employees, consultants and advisors of the Company the opportunity to receive awards ("Incentives"), when designated as Plan participants. Incentives under the Plan may be granted in any one or a combination of (i) incentive stock options under Section 422 of the Internal Revenue Code, (ii) non-qualified stock options, (iii) restricted stock, (iv) restricted stock units, (v) stock appreciation rights, and (vi) other stock-based awards. The total number of shares of common stock which may be issued pursuant to Incentives under the Plan (subject to adjustments in the event of stock splits and other similar events) is equal to 4,000,000 shares. A more detailed description of the terms of the Plan can be found in the Company's definitive proxy statement for its 2005 Annual Meeting (the "Proxy Statement"), which was filed with the Securities and Exchange Commission on April 19, 2005, in the section of the Proxy Statement entitled "Proposal to Approve the Superior Energy Services, Inc. 2005 Stock Incentive Plan" and is incorporated by reference herein. The foregoing summary and the summary incorporated by reference from the Proxy Statement are qualified in their entirety by the full text of the Plan filed as Appendix A to the Company's Proxy Statement and incorporated by reference herein. |
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| Item 7.01. | Regulation FD Disclosure. |
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On May 27, 2005, Superior Energy Services, Inc. issued the press release attached hereto as Exhibit 99.2 and incorporated herein by reference. In accordance with General Instruction B.2. of Form 8-K, the information presented herein shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing. |
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| Item 9.01 | Financial Statements and Exhibits. |
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(c) |
Exhibits: | |
| 99.1 | Superior Energy Services, Inc. 2005 Stock Incentive Plan (incorporated by reference to Appendix A of the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 19, 2005). | |
| 99.2 | Press release issued by Superior Energy Services, Inc., dated May 27, 2005. | |
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.
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SUPERIOR ENERGY SERVICES, INC. |
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By: |
/s/ Robert S. Taylor |
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Robert S. Taylor |
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Chief Financial Officer |
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Dated: May 31, 2005
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EXHIBIT 99.2 |
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1105 Peters Road Harvey, Louisiana 70058 (504) 362-4321 Fax (504) 362-4966 NYSE: SPN |
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FOR IMMEDIATE RELEASE |
FOR FURTHER INFORMATION CONTACT:
Terence Hall, CEO; Robert Taylor, CFO; |
Superior Energy Services, Inc. Announces Results of Annual Meeting
(Harvey, La., Friday, May 27, 2005) Superior Energy Services, Inc. (NYSE: SPN) (the "Company") today announced the results of its 2005 Annual Meeting of Stockholders held on May 25, 2005 in New Orleans, Louisiana. At the meeting, the stockholders elected Enoch L. Dawkins, James M. Funk, Terence E. Hall, Ernest E. "Wyn" Howard, III, Richard A. Pattarozzi and Justin L. Sullivan to serve as directors until the 2006 Annual Meeting of Stockholders. Also, the Company's Board of Directors, at the recommendation of its Nominating and Corporate Governance Committee, approved the election of Mr. Dawkins to serve as lead director of the Board until the next Annual Meeting.
In addition to electing directors, the stockholders also adopted the Superior Energy Services, Inc. 2005 Stock Incentive Plan and ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2005.
Commenting on the meeting results, Chairman and CEO Terry Hall said, "We greatly appreciate the support of our stockholders in approving the Company's proposals, and remain devoted to continually improving the value of their investment in Superior Energy. I would also like to take this opportunity to welcome Jim Funk to our Board of Directors. Jim adds a strong independent voice to our Board, and I am confident that his experience, leadership and determination will prove to be extremely valuable. Moreover, all of our Board members believe that Jim's extensive geological background will complement their experience and enhance our Board's capacity to provide valuable oversight of our business."
Superior Energy Services, Inc. is a leading provider of specialized oilfield services and equipment focused on serving the production-related needs of oil and gas companies primarily in the Gulf of Mexico and the drilling-related needs of oil and gas companies in the Gulf of Mexico and select international market areas. The company uses its production-related assets to enhance, maintain and extend production and, at the end of an offshore property's economic life, plug and decommission wells. Superior also owns and operates mature oil and gas properties in the Gulf of Mexico.
This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 which involve known and unknown risks, uncertainties and other factors. Among the factors that could cause actual results to differ materially are: volatility of the oil and gas industry, including the level of exploration, production and development activity; risks associated with the Company's rapid growth; changes in competitive factors and other material factors that are described from time to time in the Company's filings with the Securities and Exchange Commission. Actual events, circumstances, effects and results may be materially different from the results, performance or achievements expressed or implied by the forward-looking statements. Consequently, the forward-looking statements contained herein should not be regarded as representations by Superior or any other person that the projected outcomes can or will be achieved.
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