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
(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.
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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 Company’s
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. |