UNITED STATES 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): January 28, 2009
NATURAL GAS SERVICES GROUP,
INC.
(Exact
Name of Registrant as Specified in Charter)
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Colorado
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1-31398
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75-2811855
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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508
West Wall Street, Suite 550
Midland,
TX 79701
(Address
of Principal Executive Offices)
(432)
262-2700
(Registrant’s
Telephone Number, Including Area Code)
N/A
(Former
Name or Former Address if Changed Since Last Report)
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-14(c)).
Item 5.02 Departure of Directors
or Principal Officers; Election of Directors; Appointment of Principal Officers;
Compensatory Arrangements of Certain Officers.
On January 28, 2009, our Compensation
Committee increased the base salary of Stephen C. Taylor, our President, Chief
Executive Officer and Chairman of the Board, from $275,000 to
$316,000. Mr. Taylor is employed pursuant to an
employment agreement entered into on October 25, 2008. No other
changes were made to the terms of Mr. Taylor’s employment agreement, which was
summarized in our Report on Form 8-K filed with the SEC on October 30, 2008, and
filed as an exhibit thereto.
In addition, pursuant to the terms of
Mr. Taylor’s employment agreement, we granted Mr. Taylor a stock option to
purchase 30,000 shares of our common stock pursuant to our 1998 Stock Option
Plan. The option is subject to vesting requirements under which one-third of the
option shares will vest and become exercisable on the first anniversary of the
grant date and another one-third of the option shares will vest on the second
and third anniversary date thereafter. The exercise price of the option is $9.95
per share, the fair market value of our common stock on the date of grant. The
option expires ten years from the date of grant.
.
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.
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NATURAL
GAS SERVICES GROUP, INC.
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Dated:
February 3, 2009
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By:
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/s/
Stephen C. Taylor
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Stephen
C. Taylor
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President
& Chief Executive Officer
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