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): AUGUST 11, 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
(a) At the Annual Meeting of Stockholders held August 11, 2005, the stockholders
of the Company approved an amendment to the Company's 2003 Incentive Stock Plan
providing for an increase in the number of shares of common stock with respect
to which options and other awards may be granted under the Plan from 2,400,000
shares to the lesser of 3,000,000 shares or 15% of the number of shares of
common stock outstanding from time to time, calculated on a fully diluted basis.
(b) The Compensation Committee approved and recommended, and the Board of
Directors approved by unanimous written consent effective August 16, 2005,
bonuses to certain executive officers as described below:
(i) $35,000 to Victor M. Perez, Chief Financial Officer, pursuant to
his employment agreement for meeting certain strategic objectives specified in
his employment agreement;
(ii) $15,000 to Theodore F. Pound III, General Counsel and Secretary,
as a discretionary bonus for performance;
(iii) $150,000 to Dave Wilde, President and Chief Operating Officer
pursuant to his employment agreement. Mr. Wilde will receive $100,000 since
$50,000 was paid upon his election as Chief Operating Officer. Mr. Wilde's bonus
is based on the Company achieving its operating income targets for the first and
second quarters of 2005.
(iv) $200,000 to Munawar H. Hidayatallah, Chairman and Chief Executive
Officer, in accordance with the terms of his employment agreement. Mr.
Hidayatallah is entitled to a bonus equal to 100% of his base salary upon
meeting the strategic objectives relating to revenues, EBITDA and net income
specified in his employment agreement. This bonus relates to meeting the
objectives under his employment agreement for the six months ended June 30,
2005, and an additional $25,000 discretionary bonus.
ITEM 5.03 - AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
On August 11, 2005, at the Company's Annual Meeting of Stockholders, a majority
of the outstanding stock approved an amendment to the Company's Certificate of
Incorporation increasing the authorized number of shares of our common stock,
$.01 par value, to 100,000,000 shares and increasing our authorized preferred
stock, $.01 par value, to 25,000,000 shares. The Certificate of Amendment to our
Certificate of Incorporation was filed on August 16, 2005.
ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS
Exhibits:
3.5 Certificate of Amendment to Certificate of Incorporation of
Allis-Chalmers Energy Inc.
4.12 Amendment to 2003 Incentive Stock Plan
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: AUGUST 17, 2005