Attached files
| file | filename |
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| EX-4.1 - ROWAN COMPANIES PLC | v164471_ex4-1.htm |
| EX-3.1 - ROWAN COMPANIES PLC | v164471_ex3-1.htm |
| EX-10.1 - ROWAN COMPANIES PLC | v164471_ex10-1.htm |
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): October 29, 2009
ROWAN
COMPANIES, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-5491
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75-0759420
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
Number)
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2800
Post Oak Boulevard
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Suite
5450
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Houston,
Texas
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77056
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (713) 621-7800
Not
Applicable
(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:
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¨
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
1.01
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ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT
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Amendment
to Rights Agreement
On
October 30, 2009, Rowan Companies, Inc. (the “Company”) and Wells
Fargo Bank, National Association, as rights agent, entered into an amendment
(the “Amendment”) to the
Amended and Restated Rights Agreement, dated as of January 24, 2002, as
amended (the “Rights
Agreement”). Pursuant to the Amendment, the final expiration
date for the exercise of rights pursuant to and in accordance with the Rights
Agreement was amended to be the close of business on November 2,
2009. Prior to the Amendment, the rights were set to expire at the
close of business on January 24, 2012 (subject to their earlier redemption
or exchange pursuant to and in accordance with the Rights
Agreement). As of the close of business on November 2, 2009, the
Rights Agreement will terminate and cease to be of any further force and
effect.
The
foregoing description of the Amendment does not purport to be complete and is
qualified in its entirety by reference to the full text of the Amendment, a copy
of which is filed as Exhibit 4.1 to this current report on Form 8-K
and incorporated herein by reference.
Indemnification
Agreements
Effective
as of October 29, 2009, the Company entered into a new form of
indemnification agreement (collectively, the “Indemnification
Agreements”) with each of its directors and certain officers (each, an
“Indemnitee”),
replacing, in each case, a previously existing indemnification
agreement. The new Indemnification Agreements have terms which are,
in all material respects, the same as those contained in the previously existing
indemnification agreements, the form of which was previously filed as an exhibit
to the Company’s Form 8-K filed on April 21, 2005.
Each
Indemnification Agreement provides that the Company will indemnify the
applicable Indemnitee to the fullest extent permitted by applicable law in the
event that such Indemnitee, by reason of such Indemnitee’s relationship with the
Company, is or is threatened to be made a party to or participant in any
threatened, pending or completed action or proceeding, other than an action or
proceeding by or in the right of the Company, against all expenses, judgments,
penalties, fines and amounts paid in settlement actually and reasonably incurred
by such Indemnitee in connection with such action or proceeding, provided that
such Indemnitee acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Company, and, with
respect to any criminal action or proceeding, provided that he or she also had
no reasonable cause to believe his or her conduct was unlawful. Each
Indemnification Agreement further provides that the Company will indemnify such
Indemnitee to the fullest extent permitted by applicable law in the event that
such Indemnitee, by reason of such Indemnitee’s relationship with the Company,
is or is threatened to be made a party to or participant in any threatened,
pending or completed action or proceeding brought by or in the right of the
Company to procure a judgment in its favor, against all expenses actually and
reasonably incurred by such Indemnitee in connection with such action or
proceeding, provided that such Indemnitee acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of the
Company. Notwithstanding the foregoing, no indemnification against
expenses incurred by such Indemnitee in connection with such an action or
proceeding brought by or in the right of the Company will be made in respect of
any claim, issue or matter as to which such Indemnitee is adjudged to be liable
to the Company or if applicable law prohibits such indemnification being made;
provided, however, that, in such event,
indemnification against such expenses will nevertheless be made by the Company
if and to the extent that the court in which such action or proceeding has been
brought or is pending so determines. Each Indemnification Agreement
also provides for the advance of all reasonable expenses incurred by such
Indemnitee in connection with any action or proceeding covered by the
Indemnification Agreement. The Indemnitee will be required to repay
any amounts so advanced if and to the extent that it is ultimately determined
that he or she is not entitled to be indemnified by the Company against such
expenses.
2
The
foregoing description of the Indemnification Agreements does not purport to be
complete and is qualified in its entirety by reference to the full text of the
form of Indemnification Agreement, a copy of which is filed as Exhibit 10.1
to this current report on Form 8-K and incorporated herein by
reference.
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ITEM
1.02
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TERMINATION
OF A MATERIAL DEFINITIVE AGREEMENT
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The
information set forth under the caption “Amendment to Rights Agreement” in
Item 1.01 above is incorporated by reference into this
Item 1.02.
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ITEM
3.03
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MATERIAL
MODIFICATION TO RIGHTS OF SECURITY
HOLDERS
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The
information set forth under the caption “Amendment to Rights Agreement” in
Item 1.01 above is incorporated by reference into this
Item 3.03.
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ITEM
5.02
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DEPARTURE
OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMETNS OF CERTAIN
OFFICERS
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On
October 29, 2009, the Board of Directors approved changes to certain of the
Company's benefit plans. Based upon a review of the Company's retirement
programs by the Company's retirement consultant, Mercer, and a competitive
analysis by the Board's compensation consultant, Cogent Compensation Partners, a
decision was made to amend the Company’s Pension Benefit Restoration Plan
(“Restoration Plan”) to provide benefits for service after June 30,
2009.
Effective
June 30, 2009, final average pay formula pension benefits were frozen for all
eligible employees including officers of the Company. Effective July 1, 2009,
all eligible employees began accruing benefits under a cash balance formula
which recognizes base pay and annual bonus up to Internal Revenue Service
limitations ($245,000 in 2009). Eligible employees are also eligible to receive
a Company matching contribution of up to 6% of pay subject to Internal Revenue
Service limitations.
Effective
July 1, 2009, the Restoration Plan will be amended to recognize pay in excess of
Internal Revenue Service limitations for eligible members of the Executive Group
of the Company (currently 19 individuals) for benefits accruing after June 30,
2009. Restoration Plan benefits are determined under the same formulas
applicable to all eligible employees.
Under the
amended Restoration Plan, hypothetical accounts will be established for each
member. These accounts will be credited with cash balance formula benefits and
matching contributions (without having to make elective employee deferral
contributions) for pay in excess of Internal Revenue Service limitations.
Interest will be credited to each hypothetical account based on the 10-year
Treasury rate, the same rate used for the Company’s tax-qualified cash balance
plan. Restoration Plan benefits are an unsecured obligation of the
Company. The cost of the new program will not have a material impact
on the Company’s financials.
3
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ITEM 5.03
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AMENDMENTS
TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
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Effective
as of October 29, 2009, the Board of Directors (the “Board”) of the
Company approved and adopted an amendment and restatement of the Company’s
bylaws (the “Amended
and Restated Bylaws”).
The
Amended and Restated Bylaws amend certain provisions of the Company’s bylaws
previously in effect. The Amended and Restated Bylaws
now:
(a) require
90 to 120 days’ advance notice for stockholder proposals and/or nominations at
annual meetings (based on the anniversary of the prior year’s meeting and
subject to adjustment if the annual meeting date changes
significantly);
(b) expand
the information requirements with respect to such stockholder proposals and/or
nominations, requiring, among other things, information regarding any persons
nominated for election as directors; disclosure of a stockholder’s material
interests in any business so proposed; disclosure of such stockholder’s identity
and ownership of the Company’s securities and any derivatives relating thereto;
the name of each person with whom such stockholder has any voting agreement with
respect to any securities of the Company and a description thereof; a list of
all transactions by such stockholder involving any securities of the Company or
any derivatives, voting agreements or other material interests within the prior
six-month period; a description of all compensation and other material monetary
agreements and material relationships during the past three years between such
stockholder and the proposed nominee; and disclosure regarding whether such
stockholder is acting as part of a group that intends to solicit proxies in
support of such proposal and/or nomination;
(c) require
each director and nominee for election as a director to deliver to the Secretary
of the Company:
(i) a
completed and signed questionnaire with respect to such person’s background and
qualifications;
(ii) a
completed and signed representation and agreement, setting forth, among other
things, that such person:
(1) has
not and will not enter into any agreement with respect to how such person will
vote on matters submitted to the Board or, except as has been disclosed, that
would otherwise conflict with such person’s fiduciary duties;
(2) is
not and will not become a party to any agreement with respect to compensation,
indemnification or reimbursement in connection with such person’s service as a
director that has not been disclosed;
(3) if
elected, will at all times while serving as a director of the Company be in
compliance with the corporate governance, conflict of interest, confidentiality,
securities ownership and trading policies and guidelines of the Company;
and
(4) if
elected, irrevocably resigns upon a finding by a court of competent jurisdiction
that such person has materially breached such agreement; and
4
(iii) a
completed and signed letter of resignation, pursuant to which such person
irrevocably submits his or her resignation as a director of the Company, if
elected and then serving as such, effective upon (1) such person’s failure
to be elected by a majority vote in a non-contested election of directors in
which such person stands and (2) acceptance by the Board of such
resignation following such failure;
(d) provide
that the person presiding over a meeting of stockholders has concurrent power
with the stockholders to adjourn such meeting when a quorum is not
present;
(e) further
specify and clarify the procedures to be followed at a meeting of stockholders
and the authority of the Board and/or person presiding over such meeting to
implement rules and regulations therefor;
(f) consistent
with a recent amendment to the Delaware General Corporation Law (the “DGCL”), provide that
the Board may establish two record dates for a meeting of stockholders: one
record date to determine stockholders entitled to receive notice of the meeting,
and a second (later) record date to determine stockholders entitled to vote at
such meeting;
(g) consistent
with modernizing amendments to the DGCL, provide that:
(i) the
Board may, in its sole discretion, determine that a meeting of stockholders be
held wholly or partially by means of remote communication;
(ii) waivers
of notice, Board consents and resignations of officers and directors of the
Company may be given by electronic transmission; and
(iii) the
stockholder list to be produced for examination in advance of a meeting of
stockholders may be posted on a reasonably accessible electronic network;
and
(h) provide
that the Board may designate one or more committees, each committee to consist
of one or more directors of the Company, and which shall, to the extent provided
in the resolution of the Board, have all of the powers and authority of the
Board, except with respect to:
(i) approving
or adopting, or recommending to the stockholders, any action or matter (other
than the election or removal of directors) expressly required by the DGCL to be
submitted to stockholders for approval; or
(ii) adopting,
amending or repealing any provision of the Amended and Restated
Bylaws.
The
foregoing description of the Amended and Restated Bylaws does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 to
this current report on Form 8-K and incorporated herein by
reference.
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ITEM
9.01
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FINANCIAL
STATEMENTS AND EXHIBITS
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(d) Exhibits
The
following exhibits are filed as part of this current report on
Form 8-K:
5
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Description of Exhibit
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3.1
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Amended
and Restated Bylaws of Rowan Companies, Inc., effective as of October 29,
2009.
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4.1
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Amendment,
dated as of October 30, 2009, to the Amended and Restated Rights
Agreement, dated as of January 24, 2002, as amended, between Rowan
Companies, Inc. and Wells Fargo Bank, National Association, as rights
agent.
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10.1
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Form
of Indemnification Agreement between Rowan Companies, Inc. and each of its
directors and certain
officers.
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6
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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ROWAN
COMPANIES, INC.
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By:
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/s/ William H. Wells
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Name:
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William
H. Wells
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Title:
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Vice
President, Finance and CFO
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Date:
November 2, 2009
7
EXHIBIT
INDEX
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Description of Exhibit
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3.1
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Amended
and Restated Bylaws of Rowan Companies, Inc., effective as of October 29,
2009.
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4.1
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Amendment,
dated as of October 30, 2009, to the Amended and Restated Rights
Agreement, dated as of January 24, 2002, as amended, between Rowan
Companies, Inc. and Wells Fargo Bank, National Association, as rights
agent.
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10.1
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Form
of Indemnification Agreement between Rowan Companies, Inc. and each of its
directors and certain
officers.
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8