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 3, 2006
Allis-Chalmers Energy Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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001-02199
(Commission File Number)
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39-0126090
(IRS Employer identification
Number) |
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5075 Westheimer
Suite 890 |
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| Houston, Texas
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77056 |
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(Zip Code) |
(713) 369-0550
(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 obligation of the registrant under any of the following provisions:
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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)) |
ITEM 1.01 Entry into a Material Definitive Agreement.
Cash Bonus Awards. On May 3, 2006, the Compensation Committee of the Board of Directors (the
“Board”) of Allis-Chalmers Energy Inc. (the “Company”) recommended, and the full Board authorized
and approved, the payment of cash bonus awards to executive officers of the Company in respect of
the year ended December 31, 2005. The awards to Messrs. Hidayatallah, Wilde, Perez and Pound were
determined based substantially on the Company’s and each executive’s performance as measured
against performance goals established in 2005, in accordance with the provisions of such
executive’s employment agreement. The award to Mr. Sauers was a discretionary bonus based on Mr.
Sauers’ performance during 2005. The following awards were approved for the following executive
officers:
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Cash Bonus |
Munawar H. Hidayatallah,
Chairman of the Board and Chief Executive Officer
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200,000 |
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David Wilde,
President and Chief Operating Officer
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150,000 |
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Victor M. Perez,
Chief Financial Officer
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120,000 |
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Theodore F. Pound III,
General Counsel and Secretary
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90,000 |
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Bruce Sauers,
Vice President and Corporate Controller
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40,000 |
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ITEM 3.02 Unregistered Sales of Equity Securities.
(a) The Company issued 100,000 shares of its common stock, par value $0.01 per share (“Common
Stock”), on May 8, 2006 to Leonard Toboroff, a director of the Company, upon the exercise of a
stock option that was granted to Mr. Toboroff in April 2001. The shares were issued at an exercise
price of $2.50 per share for a total of $250,000 in consideration.
(b) The Company issued 400 shares of Common Stock on May 8, 2006 to Mr. Toboroff upon the
exercise of a stock option that was granted to Mr. Toboroff in November 1999. The shares were
issued at an exercise price of $13.75 per share for a total of $5,500 in consideration.
(c) The issuance and sale of the shares of Common Stock upon exercise of the options mentioned
in paragraphs (a) and (b) above were exempt from the registration requirements of the Securities
Act of 1933, as amended (the “Securities Act”), under Section 4(2) of the Securities Act in
transactions by the issuer of the Common Stock, which did not involve a public offering. These
issuances did not involve any general solicitation or general advertising. The person to whom
these shares of Common Stock were issued is an accredited investor, as defined by Rule 501 of
Regulation D under the Securities Act, and such person has the requisite business and financial
knowledge and experience to analyze and evaluate the risks associated with an investment in such
shares of Common Stock.