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): MAY 25, 2005
ALLIS-CHALMERS ENERGY INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-2199
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER)
OF INCORPORATION)
39-0126090
(I.R.S. EMPLOYER
IDENTIFICATION 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 Company 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 ct (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))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On May 25, 2005, the Board of Directors on the recommendation of the
Compensation Committee made the following compensation decisions:
(a) The Board of Directors determined to award Victor M. Perez, Chief Financial
Officer, and Theodore F. Pound III, General Counsel and Secretary, bonuses in
the amount of $25,000 each for 2004. Their employment agreements provide that
both are entitled to discretionary bonuses in an amount equal to up to 50% of
their base salary.
(b) The Board revised the employment compensation of Dave Wilde, President and
Chief Operating Officer, whereby he is entitled to receive (i) a bonus of up to
50% of his base salary based on the Company's performance for the first six
months of 2005 (based on internal financial results) less $50,000 paid to Mr.
Wilde in February 2005 in connection with Mr. Wilde being named President of
Chief Operating Officer of the Company, and (ii) up to 50% of his base salary at
end of fiscal 2005, following release of earnings by the Company, in the
discretion of the board of directors.
(c) The Board of Directors awarded to Terrence R. Keane, President of AirComp
L.L.C., options to purchase 25,000 shares at a purchase price of $4.87 on May
25, 2005, and David Bryan, Chief Executive Officer of Strata Directional
Technology, Inc., options to purchase 20,000 shares at a purchase price of $4.87
on May 25, 2005. The options to Messrs. Keane and Bryan vested immediately as to
one-third of the shares subject to the option on the grant date and vest as to
one-third of the shares subject to the options on each of the first two
anniversaries of the grant date.
(d) The Board of Directors voted to authorize, subject to stockholder approval,
to amend the Company's 2003 Incentive Stock Plan to increase the number of
shares authorized to be issued under the plan to the lesser of 3,000,000 shares
and 15% of the outstanding shares on a fully-diluted basis.
SIGNATURE
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.
/S/ VICTOR M. PEREZ
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BY: VICTOR M. PEREZ
CHIEF FINANCIAL OFFICER
DATE: MAY 31, 2005