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
May 13, 2009
Date of Report (Date of earliest event reported)
COMPLETE PRODUCTION SERVICES, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-32858
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72-1503959 |
| (State or other jurisdiction of
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(Commission
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(IRS Employer |
| incorporation)
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File Number)
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Identification No.) |
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| 11700 Katy Freeway, Suite 300 |
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| Houston, Texas
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77079 |
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(Zip Code) |
| offices) |
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Registrant’s telephone number, including area code: (281) 372-2300
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))
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| Item 5.02. |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
Retirement of Vice President, Corporate Controller and Chief Accounting Officer
On May 13, 2009, the Compensation Committee of Complete Production Services, Inc. (the
“Company”) approved the retirement of Robert L. Weisgarber, the Company’s Vice President, Corporate
Controller and Chief Accounting Officer, to be effective as of July 1, 2009.
In connection with Mr. Weisgarber’s retirement, the Compensation Committee approved a
Retirement Agreement for Mr. Weisgarber (the “Retirement Agreement”), which provides for (a) the
payment of a lump sum retirement benefit of approximately $392,600, representing one year’s salary
plus bonus and annual car allowance; (b) the accelerated vesting as of July 1, 2009 of his
outstanding unvested equity awards, comprised of 9,766 unvested stock options and 5,133 unvested
shares of restricted stock; and (c) an extension of the exercise period to July 1, 2010 for 17,066
of Mr. Weisgarber’s outstanding options. The lump sum retirement benefit will be paid within the
thirty-day period following January 1, 2010.
Mr. Weisgarber’s benefits under the Retirement Agreement are conditioned upon Mr. Weisgarber’s
execution of a general release of claims in favor of the Company and its subsidiaries and Mr.
Weisgarber’s agreement to non-solicitation, non-competition and non-disparagement covenants. In
connection with the execution of the Retirement Agreement, the Executive Agreement dated November
13, 2006 between the Company and Mr. Weisgarber (the “Executive Agreement”) was terminated. No
further benefits under the Executive Agreement will be available to Mr. Weisgarber.
Mr. Weisgarber has agreed to provide transition services to the Company as an independent
contractor from July 1, 2009 to December 31, 2009, which services could include assistance with the
transition of his former responsibilities to his successor and preparation of the Company’s filings
with the Securities and Exchange Commission, as requested by the Company. The Company has agreed
to pay Mr. Weisgarber $2,500 per month for each month during which Mr. Weisgarber provides such
transition services to the Company.
A copy of the Retirement Agreement between the Company and Mr. Weisgarber is attached hereto
as Exhibit 10.1 and incorporated herein by reference.
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| Item 9.01 |
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Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are being filed herewith:
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10.1
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Retirement Agreement between the Company and Robert L. Weisgarber dated May 15, 2009. |
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