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): April 19, 2006 (April 18, 2006)
Bill Barrett Corporation
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-32367 | | 80-0000545 |
(State or other jurisdiction of incorporation) | | (Commission File No.) | | (IRS Employer Identification No.) |
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1099 18th Street, Suite 2300 Denver, Colorado | | 80202 |
(Address of principal executive offices) | | (Zip Code) |
(303) 293-9100
(Registrant’s telephone number, including area code)
Not Applicable
(Former names 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:
| ¨ | 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. | Entry Into A Material Definitive Contract. |
On April 19, 2006, the Compensation Committee of the Board of Directors determined that, in considering compensation for officers for the year ending December 31, 2006 and subsequent periods, the Committee will consider, in addition to other information that the Committee deems relevant at the time of its determination, information relating to the Company’s net production, discretionary cash flow (a non-GAAP item that is described below), lease operating expenses and gathering expenses, general and administrative expenses, capital expenditures, exploration success, net proved reserve additions, finding and development costs, new exploration prospects, acquisition bids, completed divestitures, and proceeds from divestitures. Discretionary cash flow is computed as net loss plus depreciation, depletion, amortization and impairment expenses, deferred income taxes, exploration expenses, non-cash stock based compensation, losses (gains) on sale of properties, and certain other non-cash charges. The non-GAAP measure of discretionary cash flow is used by the Company because management believes that it provides useful additional information for analysis of the Company’s ability to internally generate funds for exploration, development and acquisitions. In addition, discretionary cash flow is widely used by professional research analysts and others in the valuation, comparison and investment recommendations of companies in the oil and gas exploration and production industry, and many investors use the published research of industry research analysts in making investment decisions. Discretionary cash flow should not be considered in isolation or as a substitute for net income, income from operations, net cash provided by operating activities or other income, profitability, cash flow or liquidity measures prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Because discretionary cash flow excludes some, but not all, items that affect net income and net cash provided by operating activities and may vary among companies, the discretionary cash flow amounts determined by the Company may not be comparable to similarly titled measures of other companies.
| Item 5.02. | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
On April 18, 2006, Robert W. Howard, our Executive Vice President—Finance and Investor Relations and our Treasurer, notified the Company that he would resign as an officer and employee of the Company effective in May 2006. The Company and Mr. Howard are discussing the date of his separation, which is anticipated to be in the first half of May 2006. As our Executive Vice President—Finance and Investor Relations and our Treasurer, Mr. Howard serves as the Company’s Principal Accounting Officer.
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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Date: April 19, 2006 | | BILL BARRETT CORPORATION |
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| | | By: | | /s/ Francis B. Barron |
| | | | Francis B. Barron Senior Vice President—General Counsel; and Secretary |
