e8vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): November 16, 2007
Concho Resources Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
|
|
|
001-33615
|
|
76-0818600 |
|
|
|
(Commission File Number)
|
|
(I.R.S. Employer Identification No.) |
|
|
|
550 West Texas Avenue, Suite 1300
Midland, Texas
|
|
79701 |
|
|
|
(Address of Principal Executive Offices)
|
|
(Zip Code) |
Registrants telephone number, including area code: (432) 683-7443
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):
o |
|
Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425) |
|
o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
|
o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
|
o |
|
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. |
The information set forth under Item 5.02 is incorporated herein by reference.
|
|
|
Item 5.02 |
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers |
On November 16, 2007, we entered into amendments to certain outstanding agreements related to
options to purchase our common stock that were previously awarded to certain of our executive
officers in order to amend such award agreements so that the subject stock option award would
constitute deferred compensation that is compliant with Section 409A of the Internal Revenue Code
of 1986, as amended (the Code), or exempt from the application of Code Section 409A. The
executive officers who entered into these amendments are Timothy A. Leach, Steven L. Beal, Curt F.
Kamradt, David W. Copeland, E. Joseph Wright and David M. Thomas III (collectively, the
Executive Officers). The amendments amend certain provisions of (i) certain stock option
awards issued to the Executive Officers prior to the combination transaction in February 2006 (the
Pre-Combination Options) and (ii) the stock option awards issued to the Executive
Officers on June 12, 2006 (the June 2006 Options).
The Pre-Combination Options constituted awards to the Executive Officers of options to
purchase 1,501,192 shares of our common stock, in the aggregate, at a purchase price of $8.00 per
share. Generally, the amendments of the Pre-Combination Options provide that the Pre-Combination
Options will become first exercisable in accordance with the following schedule:
|
|
|
|
|
Exercise Date |
|
Percentage of Shares |
January 1, 2008 |
|
|
19.50 |
% |
|
|
|
|
|
January 1, 2009 |
|
|
19.50 |
% |
|
|
|
|
|
February 27, 2009 |
|
|
7.33 |
% |
|
|
|
|
|
January 1, 2010 |
|
|
26.83 |
% |
|
|
|
|
|
January 1, 2011 |
|
|
26.84 |
% |
Upon the occurrence of each exercise date described above, the Pre-Combination Option will remain
exercisable with respect to the applicable percentage of shares subject to the Pre-Combination
Option until the last day of the Executive Officers taxable year in which such exercise date
occurs. In the event of a separation of service (as such term is defined in Section
409A(a)(2)(A)(i) of the Code) by the Executive Officer with our company during the term of the
Pre-Combination Option for reasons such as death, disability or reasons other than cause, the
Executive Officer will have the ability to exercise the remaining Pre-Combination Options for a
period of time as specified in the amendment. In addition, in the event of a change of control of
our company, the Executive Officer will have the ability to exercise the remaining Pre-Combination
Options for a period of time as specified in the amendment. Each of the Executive Officers entered
into substantially the same form of amendment with respect to their Pre-
Combination Options, and such form of amendment is filed herewith as Exhibit 10.1 and is
incorporated herein by reference. We did not make any payments or awards to the Executive Officers
in connection with their execution of the amendments related to the Pre-Combination Options.
The June 2006 Options constituted awards to the Executive Officers of options to purchase
450,000 shares of our common stock, in the aggregate, at a purchase price of $12.00 per share. We
subsequently determined that the fair market value of a share of common stock as of the date of the
award was $15.40. As a result, we and each of the Executive Officers entered into an amendment to
the June 2006 Options pursuant to which the exercise price of such stock options was increased from
$12.00 per share to $15.40 per share. Each of the Executive Officers entered into substantially
the same form of amendment with respect to their June 2006 Options, and such form of amendment is
filed herewith as Exhibit 10.2 and is incorporated herein by reference.
On November 19, 2007, we issued to each of the Executive Officers an award of a number of
shares of restricted stock equal to (i) the product of $3.40 and the number of shares of common
stock subject to the June 2006 Option issued to such Executive Officer, divided by (ii) $18.38,
which was the mean of the high and low sales price of a share of our common stock on November 19,
2007. The shares of restricted stock vest in 25% increments on each of January 1, 2008, June 12,
2008, June 12, 2009 and June 12, 2010. The form of restricted stock award agreement is filed
herewith as Exhibit 10.3 and is incorporated herein by reference.
|
|
|
Item 9.01 |
|
Financial Statements and Exhibits. |
(d) Exhibits.
|
|
|
Exhibit No. |
|
Description of Exhibit |
10.1
|
|
Form of Amendment to Stock Option Award Agreement related to
the Pre-Combination Options |
|
|
|
10.2
|
|
Form of Amendment to Nonstatutory Stock Option Agreement
related to the June 2006 Options |
|
|
|
10.3
|
|
Form of Restricted Stock Agreement |
SIGNATURES
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.
|
|
|
|
|
CONCHO RESOURCES INC.
|
|
Date: November 20, 2007 |
By: |
/s/ DAVID W. COPELAND
|
|
|
Name: |
David W. Copeland |
|
|
Title: |
Vice President and General Counsel |
|
EXHIBIT INDEX
|
|
|
Exhibit No. |
|
Description of Exhibit |
10.1
|
|
Form of Amendment to Stock Option Award Agreement related to
the Pre-Combination Options |
|
|
|
10.2
|
|
Form of Amendment to Nonstatutory Stock Option Agreement
related to the June 2006 Options |
|
|
|
10.3
|
|
Form of Restricted Stock Agreement |