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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) October 26, 2005
PARKER DRILLING COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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1-7573
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73-0618660 |
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(Commission File Number)
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(IRS Employer Identification No.) |
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1401 Enclave Parkway, Suite 600, Houston, Texas
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77077 |
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(Address of Principal Executive Offices)
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(Zip Code) |
(281) 406-2000
(Registrants Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive
Agreement.
Amendment to Employment Agreement
On October 26, 2005, Parker Drilling Company (the Registrant) and Ronald C. Potter, Vice
President and General Counsel of the Registrant, agreed to amend certain provisions of the
employment agreement of Mr. Potter, the form of which was filed as Exhibit 10(h) to the
Registrants Annual Report on Form 10-K for the year ended December 31, 2003. The material terms
of the amendment are:
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the agreement will automatically renew for two year periods,
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he will be eligible for a target bonus of 50% of annual salary, and |
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in the event the agreement is terminated by the Registrant without Cause or he
resigns for Good Reason (each as defined in the Agreement), he is entitled to receive
(a) his salary for the remainder of the current month, (b) a severance equal to one and
one-half times the higher of (i) the annual base salary as in effect immediately prior
to the termination date plus his current annual incentive target bonus and (ii) the
highest base salary plus bonus that he was paid during any of the three calendar years
immediately preceding the year of the termination date, (c) the remainder of his
vacation pay for the year, (d) continued health benefits for one and one-half years,
and (e) his bonus for the prior year if accrued and unpaid. |
Other Matters
The description of (a) the salary adjustment for W. Kirk Brassfield and the amendment to his
employment agreement, (b) the consulting agreement for James W. Whalen, (c) the indemnification
agreement for each of Robert W. Goldman and George J. Donnelly and (d) the employment agreement and
indemnification agreement for Lynn Cullom set forth in Item 5.02 of this Current Report on Form 8-K
are incorporated by reference into this Item 1.01.
The cash compensation to be paid to the new directors appointed by the Board of Directors on
October 26, 2005, is specified in Item 5.02 below.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
Appointment of New Chief Financial Officer
On October 26, 2005, the Registrant appointed W. Kirk Brassfield, Vice President, Finance and
Accounting and principal accounting officer of the Registrant, as Senior Vice President and Chief
Financial Officer of the Registrant, effective as of October 29, 2005. Mr. Brassfield relinquished
his duties as principal accounting officer of the Registrant on October 29, 2005. He
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replaces James W. Whalen who, as discussed below, resigned as Senior Vice President and Chief
Financial Officer of the Registrant effective as of October 29, 2005.
Mr. Brassfield, age 49, joined the Registrant in March 1998 as controller and principal
accounting officer and became Vice President in 2001. He became Vice President, Finance and
Accounting in 2005, and served as Controller until March 2005. From 1991 through March 1998, Mr.
Brassfield served in various positions, including subsidiary controller and director of financial
planning of MAPCO Inc., a diversified energy company. From 1979 through 1991, Mr. Brassfield
served at the public accounting firm, KPMG.
Mr. Brassfield and the Registrant have previously entered into an employment agreement, the
form of which was filed as Exhibit 10(h) to the Registrants Annual Report on Form 10-K for the
year ended December 31, 2003. The term of the Agreement is two years from November 2002 and
automatically renews for two years at the end of the initial two-year term and each two year
extension thereafter. In connection with his promotion, Mr. Brassfields base salary has been
increased to $250,000.
In connection with Mr. Brassfields new position, on October 26, 2005, Mr. Brassfield and the
Registrant agreed to amend certain provisions of his employment
agreement. The material terms of the amendment
are as follows:
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target bonus of 75% of annual salary, and |
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in the event his employment agreement is terminated by the Registrant without
Cause or he resigns for Good Reason (each as defined in the Agreement), he is entitled
to receive (a) his salary for the remainder of the current month, (b) a severance equal
to one and one-half times the higher of (i) the annual base salary as in effect
immediately prior to the termination date plus his current annual incentive target
bonus and (ii) the highest base salary plus bonus that he was paid during any of the
three calendar years immediately preceding the year of the termination date, (c) the
remainder of his vacation pay for the year, (d) continued health benefits for two
years, and (e) his bonus for the prior year if accrued and unpaid. |
Mr. Brassfield and the Registrant have previously entered into an Indemnification Agreement,
the form of which was filed as Exhibit 10(g) to the Registrants Annual Report on Form 10-K for the
year ended December 31, 2003. The Indemnification Agreement provides indemnity to the officer
against liabilities incurred in the performance of his duties to the extent allowed by Delaware law
and the Registrants By-laws.
Appointment of New Principal Accounting Officer
On October 26, 2005, the Registrant appointed Lynn Cullom, Controller of the Registrant, to
the additional office of principal accounting officer of the Registrant, effective as of October
29, 2005. Ms. Cullom is replacing Mr. Brassfield as principal accounting officer.
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Lynn Cullom, age 51, has 27 years of experience in financial accounting. She joined the
Registrant in 2004 as director of corporate planning. Previously, she held various accounting and
reporting director positions with El Paso Corporation, a diversified energy company, which merged
with Coastal Corporation, a diversified energy company in 2001. During her 21 years with Coastal,
she held various accounting positions, including vice president of financial reporting and planning
for Coastal Mart, a Coastal subsidiary. She holds a bachelor of arts degree in journalism and a
master of business administration in accounting from Texas A & M University. In addition, she
obtained a law degree from the University of Houston. She is a CPA in the State of Texas.
In connection with Ms. Culloms new position, on October 26, 2005, Ms. Cullom and the
Registrant agreed to enter into an employment agreement, the form of which has previously been
filed as Exhibit 10(h) to the Registrants Annual Report on Form 10-K for the year ended December
31, 2003. The material terms of the employment agreement are:
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annual salary of $165,000, |
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she will be eligible for a target bonus of 40% of annual salary, |
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initial term of two years with automatic one year renewals, and |
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in the event her employment agreement is terminated by the Registrant without
Cause or she resigns for Good Reason (each as defined in the Agreement), she is
entitled to receive (a) her salary for the remainder of the current month, (b) a
severance equal to the higher of (i) her annual base salary as in effect immediately
prior to the termination date plus her current annual incentive target bonus and (ii)
the highest base salary plus bonus that she was paid during any of the three calendar
years immediately preceding the year of the termination date, (c) the remainder of her
vacation pay for the year, (d) continued health benefits for one year, and (e) her
bonus for the prior year if accrued and unpaid. |
Also in conjunction with Ms. Culloms appointment, on October 26, 2005, Ms. Cullom and the
Registrant agreed to enter into an Indemnification Agreement, the form of which was filed as
Exhibit 10(g) to the Registrants Annual Report on Form 10-K for the year ended December 31, 2003.
The Indemnification Agreement provides indemnity to the officer against liabilities incurred in the
performance of her duties to the extent allowed by Delaware law and the Registrants By-laws.
Election of New Director and Vice Chairman of the Board of Directors
James W. Whalen has submitted his resignation as Senior Vice President and Chief Financial
Officer of the Registrant, effective as of October 29, 2005. The Board of Directors of the
Registrant appointed him as a director of the Registrant on October 26, 2005, to serve as a Class I
director of the Board of Directors, and he shall stand for re-election at the annual meeting of the
stockholders of the Registrant in 2006 or until his successor has been duly elected or chosen and
qualifies, unless he sooner dies, resigns or is removed. He has also been appointed as Vice
Chairman of the Board of Directors. He has not been appointed to any committees of the Board of
Directors. As a director, Mr. Whalen will receive cash compensation consistent with other
directors, as reported in the Registrants 2005 Proxy Statement filed on March 25, 2005.
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Also
in conjunction with Mr. Whalens appointment to the Board of Directors,
Mr. Whalen and the Registrant entered into a consulting
agreement effective October 29, 2005, whereby Mr. Whalen
will report to the President and Chief Executive Officer of the Registrant and will be charged with
assisting the Registrant with various projects related to the growth and restructuring of the
Registrant. Mr. Whalens compensation for the initial term of the consulting agreement through
December 31, 2006, shall consist of cash compensation in an amount equal to the 2005 incentive
compensation bonus which Mr. Whalen would have received had he remained an employee of the
Registrant through the date such bonus was approved by the Compensation Committee of the Board of
Directors and paid. In addition, the Registrant will provide Mr. Whalen with an office and
computer/communications equipment to assist Mr. Whalen in performing his consulting duties and will
pay certain costs of providing Mr. Whalen with continued medical benefits, pursuant to his COBRA
election, through December 31, 2005. A copy of the consulting agreement is filed as Exhibit 10.1
to this Current Report on Form 8-K.
Mr. Whalen and the Registrant have previously entered into an Indemnification Agreement, the
form of which was filed as Exhibit 10(g) to the Registrants Annual Report on Form 10-K for the
year ended December 31, 2003. The Indemnification Agreement provides indemnity to him against
liabilities incurred in the performance of his duties to the extent allowed by Delaware law and the
Registrants By-laws.
Election of Two Additional New Directors
On October 26, 2005, the Board of Directors of the Registrant appointed Robert W. Goldman and
George J. Donnelly as independent directors of the Registrant, in conjunction with the decision of
the Board of Directors on that date to increase the number of directors from eight to ten. Mr.
Goldman has been appointed as a Class I director and will stand for re-election at the annual
meeting of the stockholders of the Registrant on 2006 or until his successor has been duly elected
or chosen and qualifies, unless he sooner dies, resigns or is removed. Mr. Donnelly was appointed
as a Class II director and will stand for re-election at the annual meeting of the stockholders of
the Registrant in 2007 or until his successor has been duly elected or chosen and qualifies, unless
he sooner dies, resigns or is removed. Messrs. Goldman and Donnelly will receive cash compensation
consistent with other directors, as reported in the Registrants 2005 Proxy Statement filed on
March 25, 2005.
Mr. Goldman was appointed by the Board of Directors to serve on the Compensation Committee of
the Board. Mr. Donnelly was appointed by the Board of Directors to serve on the Audit Committee of
the Board.
Also in conjunction with their appointments, on October 26, 2005, the Registrant agreed to
enter into an Indemnification Agreement with each of them, the form of which has been filed as
Exhibit 10(g) to the Registrants Annual Report on Form 10-K for the year ended December 31, 2003.
The Indemnification Agreement provides indemnity to the director against liabilities incurred in
the performance of his duties to the full extent allowed by Delaware law and the Registrants
By-laws.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is filed herewith:
10.1 |
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Consulting Agreement dated as of October 26, 2005, between the Registrant and James W.
Whalen. |
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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Parker Drilling Company
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Date: November 1, 2005 |
By: |
/s/ W. KIRK BRASSFIELD |
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W. Kirk Brassfield |
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Senior Vice President and Chief Financial
Officer |
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Index to Exhibits
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Exhibit |
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Description |
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10.1 |
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Consulting Agreement dated as of October 26, 2005, between the Registrant and James W.
Whalen. |