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
October 7, 2008
Date of Report (Date of earliest event reported)
COMPLETE PRODUCTION SERVICES, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-32058
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72-1503959 |
| (State or other jurisdiction of
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(Commission
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(IRS Employer |
| incorporation)
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File Number)
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Identification No.) |
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| 11700 Katy Freeway, Suite 300
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77079 |
| Houston, Texas
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(Zip Code) |
| (Address of principal executive |
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| offices) |
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Registrant’s telephone number, including area code: (281) 372-2300
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
Retirement of Senior Vice President and Chief Financial Officer
On October 8, 2008 Complete Production Services, Inc. (the “Company”) announced that J.
Michael Mayer, the Company’s Senior Vice President and Chief Financial Officer, will retire from
the Company effective as of October 15, 2008. Mr. Mayer will provide transition services to the
Company as an independent contractor from October 15, 2008 to March 15, 2009, which services will
include assistance with the transition of his former responsibilities to his successor and
assistance with the preparation of the Company’s Securities and Exchange Commission filings.
In connection with Mr. Mayer’s retirement, the Company and Mr. Mayer entered into a Retirement
Agreement on October 7, 2008 (the “Retirement Agreement”), which provides for (a) the payment to
Mr. Mayer of a lump sum retirement benefit equal to $1,043,486, plus payment of a 2008 bonus,
prorated through October 15, 2008; (b) $23,285 payment in lieu of continued health and dental
insurance benefits for 20 months following October 15, 2008 based on the existing cost sharing
arrangement, which includes a tax gross up thereon; (c) the accelerated vesting as of October 15,
2008 of 63,899 outstanding unvested stock options and 45,754 outstanding unvested shares of
restricted stock held by Mr. Mayer and (d) an extension of the exercise period for 63,900 of Mr.
Mayer’s outstanding options from January 15, 2009 to October 15, 2009. The payments will be made
on or about April 16, 2009.
Mr. Mayer’s benefits under the Retirement Agreement are conditioned upon Mr. Mayer’s execution
of a general release of claims in favor of the Company and its subsidiaries and Mr. Mayer’s
agreement to non-solicitation, non-competition and non-disparagement covenants. In connection with
the execution of the Retirement Agreement, the Executive Agreement dated November 13, 2006 by and
between the Company and Mr. Mayer (the “Executive Agreement”) was terminated. No further benefits
under the Executive Agreement will be available to Mr. Mayer.
Appointment of Vice President and Chief Financial Officer
Effective October 15, 2008, the Board of Directors of the Company promoted Jose Bayardo from
Vice President, Corporate Development and Investor Relations to Vice President, Chief Financial
Officer and Treasurer of the Company. Mr. Bayardo has served as the Company’s Vice President,
Corporate Development and Investor Relations since February 2007. From April 2006 to January 2007
he served as Vice President of the Company’s IPS Division’s Rocky Mountain and Mid Continent
operations. From April 2003 to April 2006, he served as the Vice President of Corporate Development
of IPS, the Company’s predecessor company. Prior to joining us, Mr. Bayardo was an investment
banker with JPMorgan where he led the firm’s energy technology investment banking efforts.
In connection with his promotion, Mr. Bayardo’s annual base salary was increased from $190,000
per year to $290,000 per year, effective October 15, 2008. In addition, under the Company’s annual
performance program, Mr. Bayardo’s 2008 target bonus at Expected Value will be based on 85% (an
increase from 75%) of the average of his base salary for the 2008 fiscal year (instead of the
salary in effect at the end of the fiscal year), in recognition of his promotion to Chief Financial
Officer.
The full text of the press release relating to Mr. Mayer’s retirement and Mr. Bayardo’s
promotion to Vice President, Chief Financial Officer and Treasurer is furnished as Exhibit 99.1 to
this Current Report on Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that
Section.
A copy of the Retirement Agreement between the Company and Mr. Mayer is attached hereto as
Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being filed herewith:
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10.1
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Retirement Agreement between the Company and J. Michael Mayer dated October 7, 2008 |
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99.1
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Press release dated October 8, 2008. |
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