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): February 2, 2005
PARKER DRILLING COMPANY
(Exact name of registrant as specified in its charter)
Delaware 1-7573 73-0618660
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1401 Enclave Parkway, Suite 600
Houston, Texas 77077
(Address of principal executive offices, including zip code)
(281) 406-2000
(Registrant's telephone number, including area code)
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 Agreement.
On February 2, 2005, the Registrant's Compensation Committee, pursuant to
authorization from the Board of Directors, approved the annual base salaries
(effective as of such date) of the Registrant's Named Executive Officers after
performing its review and analysis of the Chief Executive Officer's performance,
receiving input from the Chief Executive Officer regarding the performance of
the other executive officers and receiving a report from an independent
compensation consultant that included a comparison of the compensation paid to
executive officers of the Registrant's peer group. The following table sets
forth the annual base salary levels of the named executive officers that will
appear in the Registrant's proxy statement for the 2005 annual meeting of the
stockholders for the years 2004 and 2005:
NAME AND POSITION YEAR BASE SALARY
Robert L. Parker, Jr. 2005 $550,000
President & Chief 2004 $522,500
Executive Officer
Robert L. Parker 2005 $474,000
Chairman of the Board 2004 $474,000
of Directors
James W. Whalen 2005 $282,000
Senior Vice President 2004 $270,000
& Chief Financial Officer
Denis Graham 2005 $235,000
Vice President 2004 $225,000
Of Engineering
W. Kirk Brassfield 2005 $168,000
Vice President & Controller 2004 $161,000
The cash compensation to be paid to the new director appointed by the
Board of Directors on February 2, 2005 is specified in Item 5.02 below.
The Registrant intends to provide additional information regarding the
compensation awarded to the Named Executive Officers in respect of the year
ended December 31, 2004, in the Registrant's proxy statement for the 2005 annual
meeting of stockholders, which is expected to be filed with the Securities and
Exchange Commission in March 2005.
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Item 2.02 Results of Operations and Financial Condition
On February 8, 2005, Parker Drilling Company (the "Company") issued a
press release announcing results of operations for the fourth quarter of 2004
and for the year 2004 and management's guidance for 2005.
A copy of this press release is attached as Exhibit 99 to this Report
on Form 8-K. This information is being furnished pursuant to Item 2.02 of Form
8-K and shall not be deemed "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in
such a filing.
Item 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
(d) On February 2, 2005, the Board of Directors of the Registrant
appointed Mr. Robert E. McKee as a director of the Registrant, to serve as a
Class II director of the Board of Directors, to replace the position vacated by
the retirement of Mr. Barnes on January 1, 2005, and to stand for re-election at
the annual meeting of the stockholders of the Company in 2007 or until his
successor has been duly elected or chosen and qualify, unless he sooner dies,
resigns or is removed. Mr. McKee was also appointed by the Board of Directors to
serve on the Compensation Committee of the Board. Mr. McKee will receive cash
compensation consistent with other directors, as reported in the 2004 Proxy
Statement filed on March 22, 2004.
Also in conjunction with Mr. McKee's appointment, the Registrant has
agreed to enter into an Indemnification Agreement, the form of which has been
filed as Exhibit 10(g) to the Registrant's Form 10-K for 2003. The
Indemnification Agreement provides indemnity to the director against liabilities
incurred in the performance of his duties to the full extent allowed by Delaware
law and the Registrant's By-laws.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
The following exhibit is furnished herewith:
99 Press release dated February 8, 2005, issued by the Registrant
S I G N A T U R E
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.
PARKER DRILLING COMPANY
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Dated: February 8, 2005 By: /s/James W. Whalen
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James W. Whalen
Senior Vice President & CFO
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Index to Exhibits
99 Press release dated February 8, 2005, issued by the Registrant
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