SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 18, 2005
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OIL STATES INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-16337 76-0476605
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation or organization) Number) Identification No.)
THREE ALLEN CENTER
333 CLAY STREET, SUITE 4620
HOUSTON, TEXAS 77002
(Address and zip code of principal
executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 652-0582
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 1.01 AMENDMENT OF MATERIAL DEFINITIVE AGREEMENT.
On May 18, 2005, the stockholders of Oil States International, Inc. (the
"Company") approved an amendment and restatement (the "Plan Amendment") of the
Company's 2001 Equity Participation Plan (as so amended and restated, the
"Plan"). Pursuant to the Plan Amendment, which was previously adopted by the
Board of Directors of the Company on February 16, 2005, (i) the number of shares
of common stock, par value $.01 per share, of the Company (the "Common Stock")
that are eligible for awards under the Plan was increased from 3,700,000 to
5,700,000, (ii) the annual formula grant of stock options to non-employee
Directors was deleted and (iii) non-employee Directors are eligible to receive
awards under the Plan on the same basis as employees.
ITEM 8.01. OTHER EVENTS.
On May 18, 2005, the Compensation Committee of the Board of Directors
adopted a policy which changed the equity compensation of non-employee Directors
under the Plan. Under the new policy, each non-employee Director will receive an
annual restricted stock award equal to $75,000. The award will be made each year
on the date of the Annual Shareholders' meeting. The number of shares awarded
will be based on the closing price of the Common Stock on the date of the award.
Such restricted stock awards will vest on the day prior to the next year's
Annual Shareholders' meeting.
The new policy established a guideline that 65% of the number of shares of
restricted stock awarded should not be sold, assigned, pledged, or otherwise
transferred, encumbered or disposed of until the earlier of (i) the date six
months after termination of the non-employee Director's services on the Board,
(ii) the occurrence of a Change of Control (as determined under the Plan) or
(iii) the death or disability of the non-employee Director.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit
Number Description of Document
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10.5 2001 Equity Participation Plan, as amended and restated effective
February 16, 2005 (incorporated by reference to Exhibit 10.5 to
the Company's Quarterly Report on Form 10-Q for the three months
ended March 31, 2005).
10.21 Non-Employee Director Compensation Summary - Oil States
International, Inc.
10.22 Form of Non-Employee Director Restricted Stock Agreement
under the Company's 2001 Equity Participation Plan.
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.
Dated: May 23, 2005
OIL STATES INTERNATIONAL, INC.
By: /s/ Cindy B. Taylor
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Name: Cindy B. Taylor
Title: Senior Vice President,
Chief Financial Officer and
Treasurer
INDEX TO EXHIBITS
Exhibit
Number Description of Document
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10.5 2001 Equity Participation Plan, as amended and restated
effective February 16, 2005 (incorporated by reference to
Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q
for the three months ended March 31, 2005).
10.21 Non-Employee Director Compensation Summary - Oil States
International, Inc.
10.22 Form of Non-Employee Director Restricted Stock Agreement
under the Company's 2001 Equity Participation Plan.