e8vk
 

 
 
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)
         
Delaware   0-20310   75-2379388
(State or other jurisdiction)   (Commission File Number)   (IRS Employer Identification No.)
     
1105 Peters Road, Harvey, Louisiana   70058
(Address of principal executive offices)   (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:
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 Company’s 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 Company’s 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 director’s 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.
     
 
   
10.1
  Amended and Restated Superior Energy Services, Inc. 2004 Directors Restricted Stock Units Plan (incorporated by reference to Appendix B of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 20, 2006).
 
   
99.1
  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.
         
  SUPERIOR ENERGY SERVICES, INC.
 
 
  By:   /s/ Robert S. Taylor    
    Robert S. Taylor   
    Chief Financial Officer   
 
Dated: May 25, 2006

 


 

EXHIBIT INDEX
     
 
   
99.1
  Press release issued by Superior Energy Services, Inc., dated May 24, 2006.

 

exv99w1
 

Exhibit 99.1
     
(Superior LOGO)
   
 
  1105 Peters Road
 
  Harvey, Louisiana 70058
 
  (504) 362-4321
 
  Fax (504) 362-4966
 
  NYSE: SPN
     
FOR IMMEDIATE RELEASE
  FOR FURTHER INFORMATION CONTACT:
 
  Terence Hall, CEO; Robert Taylor, CFO;
 
  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 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 amended and restated Superior Energy Services, Inc. 2004 Directors Stock Units Plan and ratified the appointment of KPMG LLP as the Company’s 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 Company’s 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 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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