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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 23, 2006
SUPERIOR ENERGY SERVICES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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0-20310
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75-2379388 |
(State or other jurisdiction)
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(Commission File Number)
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(IRS Employer Identification No.) |
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1105 Peters Road, Harvey, Louisiana
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70058 |
(Address of principal executive offices)
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(Zip Code) |
(504) 362-4321
(Registrants 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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.
At the 2006 Annual Meeting of Stockholders of
Superior Energy Services, Inc. (the Company) held
on May 23, 2006, the Companys stockholders
approved the Amended and Restated 2004 Directors
Restricted Stock Units Plan (the Plan). The
amendments to the Plan (i) increase the number of shares that may be issued under the Plan from
200,000 to 300,000 shares of common stock, (ii) add
a provision allowing the board of directors to set
the restricted stock unit dollar amount and (iii)
add a provision that restricted stock units
(RSUs) will be paid out upon a change of control
of the Company.
A more detailed description of the terms of the
Plan can be found in the Companys definitive
proxy statement for its 2006 Annual Meeting (the
Proxy Statement), which was filed with the
Securities and Exchange Commission on April 20,
2006, in the section of the Proxy Statement
entitled Proposal to Approve the Amended and
Restated Superior Energy Services, Inc. 2004
Directors Restricted Stock Units 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.
On May 24, 2006, the Company granted RSUs to each
non-employee director in the amount of $100,000.
As described in the Proxy Statement, the board of
directors previously approved this amount,
subject to stockholder approval of the Plan at
the 2006 Annual Meeting. The number of RSUs
granted is determined by dividing $100,000 by the
fair market value of a share of common stock on
the day of the annual meeting of stockholders.
Each RSU represents the right to automatically
receive from the Company, thirty days following
the date a director ceases to be a director of
the Company, for any reason, one share of common
stock, free of any restrictions and all cash,
securities and property credited or deposited in
the directors account with respect to each RSU.
Item 7.01. Regulation FD Disclosure.
On May 24, 2006, the Company
issued a press release
announcing the results of
the 2006 Annual Meeting.
The full text of the press
release is attached hereto
as Exhibit 99.1 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.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
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10.1
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Amended and Restated Superior Energy Services, Inc. 2004 Directors Restricted
Stock Units Plan (incorporated by reference to Appendix B of the Companys
Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange
Commission on April 20, 2006). |
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99.1
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Press release issued by Superior Energy Services, Inc., dated May 24, 2006. |
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 25, 2006
EXHIBIT
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99.1
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Press release issued by Superior Energy Services, Inc., dated May 24, 2006. |
exv99w1
Exhibit 99.1
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1105 Peters Road |
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Harvey, Louisiana 70058 |
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(504) 362-4321 |
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Fax (504) 362-4966 |
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NYSE: SPN |
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FOR IMMEDIATE RELEASE
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FOR FURTHER INFORMATION CONTACT: |
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Terence Hall, CEO; Robert Taylor, CFO; |
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Greg Rosenstein, VP of Investor Relations, 504-362-4321 |
Superior Energy Services, Inc. Announces Results of Annual Meeting
(Harvey, La., Wednesday, May 24, 2006) Superior Energy Services, Inc. (NYSE: SPN) (the Company)
today announced the results of its 2006 Annual Meeting of Stockholders held on May 23, 2006 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 2007 Annual Meeting of Stockholders. Also, the Companys 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 amended and restated Superior
Energy Services, Inc. 2004 Directors Stock Units Plan and ratified the appointment of KPMG LLP as
the Companys independent registered public accounting firm for the fiscal year ending December 31,
2006.
Commenting on the meeting results, Chairman and CEO Terry Hall said, We greatly appreciate the
continued support of our stockholders in approving the Companys proposals as we continually strive
to increase the value of their investment in Superior Energy Services. I am also grateful for the
leadership and commitment of our Board, as well as the breadth and depth of industry experience and
knowledge that they bring to the Company.
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 propertys 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 Companys rapid growth; changes in competitive
factors and other material factors that are described from time to time in the Companys 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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