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
WARRIOR ENERGY SERVICES CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 0-18754 11-2904094
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
100 ROSECREST LANE, COLUMBUS, MISSISSIPPI 39701
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(Address of principal executive offices)
Registrant's telephone number, including area code: (662) 329-1047
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(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
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act |_|
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
(b) As of 12:01 a.m. on April 19, 2006, Messrs. Charles E.
Underbrink and James H. Harrison resigned from our Board of Directors and all
committees of our Board of Directors in conjunction with the listing our shares
of Common Stock on the Nasdaq Stock Market.
(d) Effective at 12:01 a.m. on April 19, 2006, Messrs. Gerald M.
Hage, Robert L. Hollier and John T. McNabb, II were elected as Directors of our
company. Such persons were also elected to our Audit Committee, Compensation
Committee and Nominating Committee of our Board of Directors. None of such
persons was a party, directly or indirectly, to any transaction or series of
transactions with us since January 1, 2005 or any proposed transaction in which
the amount involved exceeds $60,000.
ITEM 5.03. AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
Effective April 15, 2006, our Board of Directors adopted Amended and
Restated By-laws. The Amended and Restated By-laws amend and restate the By-laws
substantially in their entirety and were adopted in conjunction with the listing
of our shares of Common Stock on the Nasdaq Stock Market.
SECTION 8 - OTHER EVENTS
ITEM 8.01. OTHER EVENTS
Effective at 12:01 a.m. on April 19, 2006, our Board of Directors
adopted amended and restated charters for our Audit Committee, Compensation
Committee and Nominating Committee.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
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(c) Exhibits.
3.2 Second Amended and Restated By-laws (incorporated by
reference to Exhibit 3.2 filed with Amendment No. 2 to
our registration statement on Form S-1 (file No.
333-131782))
10.1 Audit Committee Charter of Warrior Energy Services
Corporation
10.2 Compensation Committee Charter of Warrior Energy
Services Corporation
10.3 Nominating Committee Charter of Warrior Energy Services
Corporation
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
WARRIOR ENERGY SERVICES CORPORATION
Dated: April 18, 2006 By: /s/ William L. Jenkins
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William L. Jenkins, President
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INDEX TO EXHIBITS
3.2 Second Amended and Restated By-laws (incorporated by reference to
Exhibit 3.2 filed with Amendment No. 2 to our registration statement on
Form S-1 (file No. 333-131782))
10.1 Audit Committee Charter of Warrior Energy Services Corporation
10.2 Compensation Committee Charter of Warrior Energy Services Corporation
10.3 Nominating Committee Charter of Warrior Energy Services Corporation
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