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): January 31, 2014
Dresser-Rand Group Inc.
(Exact name of registrant as specified in its Charter)
| | | | |
| Delaware | | 001-32586 | | 20-1780492 |
| (State or other jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| |
West 8 Tower, Suite 1000, 10205 Westheimer Road, Houston, Texas 112 Avenue Kleber, Paris, France | | 77042 75784 |
| (Address of principal executive offices) | | (Zip Code) |
|
Registrant’s telephone number, including area code: (713) 354-6100 (Houston) 33 156 26 71 71 (Paris) |
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):
| ¨ | 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On January 31, 2014, the Compensation Committee of the Board of Directors of Dresser-Rand Group Inc. (the “Company”) approved the Standard Terms and Conditions (the “Terms and Conditions”) for future grants from time to time to employees of the Company, including executive officers, of Employee Non-Qualified Stock Options, Restricted Stock, Restricted Stock Units, Performance Restricted Stock Units and Stock Appreciations Rights pursuant to the terms of the Company’s 2008 Stock Incentive Plan. The Terms and Conditions are filed as Exhibits 10.1 through 10.5 to this Current Report on Form 8-K and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
| | |
| |
| 10.1 | | Dresser-Rand Group Inc. Standard Terms and Conditions for Employee Non-Qualified Stock Options. |
| |
| 10.2 | | Dresser-Rand Group Inc. Standard Terms and Conditions for Restricted Stock. |
| |
| 10.3 | | Dresser-Rand Group Inc. Standard Terms and Conditions for Restricted Stock Units. |
| |
| 10.4 | | Dresser-Rand Group Inc. Standard Terms and Conditions for Performance Restricted Stock Units. |
| |
| 10.5 | | Dresser-Rand Group Inc. Standard Terms and Conditions for Stock Appreciations Rights. |
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.
| | | | |
| | DRESSER-RAND GROUP INC. |
| | (Registrant) |
| | |
| Date: February 4, 2014 | | By: | | /s/ Mark F. Mai |
| | | | Mark F. Mai |
| | | | Vice President, General Counsel and Secretary |
DRESSER-RAND GROUP INC.
EXHIBIT INDEX
| | |
Exhibit
No. | | Subject Matter |
| |
| 10.1 | | Dresser-Rand Group Inc. Standard Terms and Conditions for Employee Non-Qualified Stock Options. |
| |
| 10.2 | | Dresser-Rand Group Inc. Standard Terms and Conditions for Restricted Stock. |
| |
| 10.3 | | Dresser-Rand Group Inc. Standard Terms and Conditions for Restricted Stock Units. |
| |
| 10.4 | | Dresser-Rand Group Inc. Standard Terms and Conditions for Performance Restricted Stock Units. |
| |
| 10.5 | | Dresser-Rand Group Inc. Standard Terms and Conditions for Stock Appreciations Rights. |
