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):July 19, 2007
ALLIS-CHALMERS ENERGY INC.
(Exact name of registrant as specified in its charter)
| | | | | |
| Delaware | | 001-02199 | | 39-0126090 |
| (State or other jurisdiction of | | (Commission File | | (I.R.S. Employer Identification |
| incorporation or organization) | | Number) | | No.) |
| | | |
| 5075 Westheimer | | |
| Suite 890 | | |
| Houston, Texas | | 77056 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code:(713) 369-0550
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 13e-4(c) 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)) |
TABLE OF CONTENTS
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 19, 2007, AirComp L.L.C. (the “Company”), a wholly-owned subsidiary of Allis-Chalmers Energy Inc. (“Parent”), entered into a new employment agreement (the “Agreement”) with Terrence P. Keane, President and Chief Executive Officer of the Company, effective July 1, 2007. The term of the Agreement is for three years. Pursuant to the Agreement, Mr. Keane is entitled to an annual base salary of $225,000 and will be eligible for an annual incentive bonus up to a maximum of 100% of his base salary if the Company achieves certain performance goals. Under the Agreement, Mr. Keane will also receive a $1,000 monthly car allowance. In addition, on June 14, 2007, the board of directors of the Parent granted Mr. Keane 45,000 shares of restricted stock.
If Mr. Keane’s employment is terminated without Cause (as defined in the Agreement) or if he resigns within a six month period of being Constructively Terminated (as defined in the Agreement), he will receive (i) his unearned salary for the remainder of the Agreement, (ii) compensation for accrued, unused vacation as of the date of termination and (iii) any further compensation that may be provided by the terms of any benefit plans in which he participates and the terms of any outstanding equity grants.
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| | | |
| Exhibit | | |
| Number | | Description |
| 10.1 | | Employment Agreement between Company and Terrence P. Keane, effective July 1, 2007. |
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.
| | | | | | | |
| | | ALLIS-CHALMERS ENERGY INC. | | |
| | | | | | | |
| Date: July 24, 2007 | | By: | | /s/ Theodore F. Pound III | | |
| | | | | | | |
| | | Name: | | Theodore F. Pound III | | |
| | | Title: | | General Counsel and Secretary | | |
EXHIBIT INDEX
| | | |
| Exhibit | | |
| Number | | Description |
| 10.1 | | Employment Agreement between Company and Terrence P. Keane, effective July 1, 2007. |
