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 22, 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 22, 2005, Mr. Reinfrank and Mr. Gibson, members of the
Registrant's Compensation Committee, pursuant to authorization from the Board of
Directors, approved 2004 Incentive Compensation Performance bonuses for 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 named executive
officers and receiving a report from an independent compensation consultant that
included a comparison of the incentive bonus compensation paid to executive
officers of the Registrant's peer group. The following table sets forth the
bonuses approved for the named executive officers for the years 2003 and 2004:
<Table>
<Caption>
NAME AND POSITION YEAR BONUS
Robert L. Parker, Jr. 2004 $200,000
President & Chief Executive Officer 2003 $0
Robert L. Parker 2004 $0
Chairman of the Board of Directors 2003 $0
James W. Whalen 2004 $80,000
Senior Vice President & Chief Financial Officer 2003 $0
Denis Graham 2004 $45,000
Vice President of Engineering 2003 $0
Ronald C. Potter 2004 $26,000
Vice President & General Counsel 2003 $17,000
</Table>
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.
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
Dated: February 28, 2005 By: /s/ JAMES W. WHALEN
-------------------------
James W. Whalen
Senior Vice President & CFO