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): August 18, 2009
COPANO ENERGY, L.L.C.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-32329 | | 51-0411678 |
(State or Other Jurisdiction of Incorporation or Organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | | | | |
| | | 2727 Allen Parkway, Suite 1200 Houston, Texas | | 77019 |
| | | (Address of Principal Executive Offices) | | (Zip Code) |
| | | |
Registrant’s Telephone Number, including Area Code: (713) 621-9547
Not Applicable.
(Former name 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 (see General Instruction A.2. below):
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 8.01 Other Events.
On August 18, 2009, the Compensation Committee (the “Committee”) of the Board of Directors of Copano Energy, L.L.C. (“Copano”) approved a new form of unit appreciation right (“UAR”) award agreement. A UAR entitles the grantee to receive the difference between the exercise price established for the UAR on the grant date and the fair market value of Copano’s common units on the exercise date. UARs cannot have an exercise price that is less than the fair market value of Copano’s common units on the date of grant. UARs will be settled in common units or, in the discretion of the Committee, cash, or a combination thereof. Under the form of agreement, UARs will be subject to vesting as determined at the time of the award and, once vested, may be exercised at any time during the ten-year period following the grant date.
A copy of the form of UAR award agreement is filed as Exhibit 99.1 to this report.
(d) Exhibits.
| Exhibit No. | | Description |
| | | |
| 99.1 | | Form of Unit Appreciation Right Award Agreement |
| | | |
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.
| | | COPANO ENERGY, L.L.C. |
| | | |
| | | |
| Date: August 20, 2009 | | By: | /s/ Douglas L. Lawing | |
| | | Douglas L. Lawing |
| | | Executive Vice President, General Counsel |
| | | and Secretary |
| | | |
| Exhibit No. | | Description |
| | | |
| 99.1 | | Form of Unit Appreciation Right Award Agreement |
| | | |
