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 12, 2009
PIONEER DRILLING COMPANY
(Exact name of registrant as specified in its charter)
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Texas
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1-8182
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74-2088619
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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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1250 N.E. Loop 410, Suite 1000, San Antonio, Texas
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78209
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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: (210) 828-7689
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 Arrangements of Certain Officers.
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On January 12, 2009, Pioneer Drilling Company (the “
Company
”) selected Mr. Lorne E. Phillips to serve as the
Company’s Executive Vice President and Chief Financial Officer and Principal Financial Officer effective the first day of his employment with the Company, which is expected to be February 1, 2009.
Mr. Phillips, 37, most recently served as Vice President & Treasurer of Cameron International Corporation (“
Cameron
”)
since December 2006. Prior to December 2006, Mr. Phillips served as Treasurer of Cameron from July 2005 to December 2006; General Manager, Canadian Operations of Cameron from March 2003 to July 2005; Vice President, Marketing and M&A for
Cameron’s Valves & Measurement group from June 2002 to March 2003; and Manager, Business Development for Cameron from July 1999 to June 2002. Mr. Phillips holds a Bachelor of Arts degree from Rice University and an M.B.A. from the
Harvard Graduate School of Business Administration. There are no transactions between the Company and Mr. Phillips as reportable under Item 404(a) of Regulation S-K.
In connection with Mr. Phillips’ appointment, the Compensation Committee of the Board of Directors of the Company approved terms of employment
for Mr. Phillips and granted Mr. Phillips an option to purchase up to 100,000 shares of the Company’s common stock at a price equal to the closing sales price of the common stock on the NYSE Alternext on the first day of his
employment with the Company. Mr. Phillips will receive a base salary of $320,000 per year, with a current target bonus of 50% of base salary and a current maximum bonus of 100% of base salary. Mr. Phillips will also receive a sign-on bonus
of $150,000. The terms of Mr. Phillips’ employment are described more fully in the Employment Letter Agreement included as Exhibit 10.1 to this Current Report on Form 8-K and are hereby incorporated by reference into this
Item 5.02.
Mr. Phillips will also enter into an Indemnification Agreement with the Company, the form of which was filed as
Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 8, 2007. In addition, Mr. Phillips will participate in the Company’s Key Executive Severance Plan, a copy of which is filed as Exhibit 10.4 to the
Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
Exhibits.
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10.1
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Employment Letter Agreement, effective January 7, 2009, from Pioneer Drilling Company to Lorne E. Phillips.
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99.1
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Press release issued by Pioneer Drilling Company on January 14
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2009.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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PIONEER DRILLING COMPANY
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By:
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/s/ Wm. Stacy Locke
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Wm. Stacy Locke
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President and Chief Executive Officer
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Date: January 13, 2009
Exhibit Index
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Exhibit No.
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Document Description
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10.1
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Employment Letter Agreement, effective January 7, 2009, from Pioneer Drilling Company to Lorne E. Phillips.
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99.1
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Press release issued by Pioneer Drilling Company on January 14, 2009.
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Exhibit 10.1
1250 N.E. Loop 410, Suite 1000
San Antonio, Texas 78209
210.828.7689
January 5, 2009
Lorne E. Phillips
4119 Ruskin
Houston, TX 77005
Dear Lorne:
On behalf of Pioneer Drilling Company and its subsidiaries (collectively, “Pioneer” or the “Company”), I am very pleased to offer you this opportunity
to join the Pioneer team. I have described below the general terms of your employment, upon which I believe we have agreed.
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Employer:
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Pioneer Drilling Company
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Positions:
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Executive Vice President and Chief Financial Officer; reports to the President and Chief Executive Officer of Pioneer Drilling Company.
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Sign-On Bonus:
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$150,000
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Base Salary:
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$320,000 per annum; payable according to the Company’s regular payroll schedule for salaried employees.
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Annual Bonus:
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You will participate in the Company’s annual incentive compensation plan as a Level II Executive Officer (as defined by the Compensation Committee of the Board of Directors of Pioneer
Drilling Company (the “Committee”)), with a current target bonus of 50% of base salary and a current maximum bonus of 100% of base salary.
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LTI Compensation:
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On or about the employment date, you will be granted options to purchase 100,000 shares of Pioneer Drilling Company common stock at the closing price on the day of such grant, subject to the
approval of such option grant by the Committee.
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The options will be subject to vesting restrictions and other customary terms and conditions of Pioneer Drilling Company’s option grants.
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You will participate in the Company’s long-term incentive plan as a Level II Executive Officer (as defined by the Committee). For fiscal year ending 12/31/08, the target annual long-term
incentive award was based on a LTI multiple of 1.7 times base salary and was comprised of 70% stock options and 30% restricted stock shares.
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Benefits:
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Participation in all health, benefit, welfare and retirement programs generally available to executive officers of the Company, including, without limitation, group medical/dental available
upon commencement of employment with waiting period or exclusion of preexisting conditions (to the extent the Company’s plans permit the Company to waive such waiting periods and exclusions).
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Auto Allowance:
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$1,200 per month plus fuel card.
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Vacation:
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Four weeks.
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Severance:
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On or as soon as practicable after your initial date of employment, the Company will enter into a Severance Agreement with you (or make you a participant in the Company’s Executive
Severance Plan) on terms generally available to executive officers of the Company.
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Indemnification:
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On or as soon as practicable, after your initial date of employment, the Company will enter into an indemnification agreement with you on terms that are mutually agreeable.
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Relocation:
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In accordance with the Company’s Executive Officer Relocation Policy.
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Other:
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Company will pay for monthly dues at a golf club, provided that you pay for any upfront initiation or membership fee(s). In addition, Company will reimburse you for the initiation fee paid to
the Briar Club in Houston, Texas (estimated to be approximately $10,000 to $12,000), in the event the
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fee is not reimbursed to you. Also, the Company will pay for the final tax consultation service fee(s), if any exist, to complete your tax and advisory work with Goldman Sachs for 2008
(estimated to be less than $3,000).
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THIS IS NOT A CONTRACT FOR EMPLOYMENT OR AN OFFER TO ENTER INTO SUCH A CONTRACT.
You will serve as an
at-will employee of the Company. Except for the specific provisions of any Severance Agreement to which you and the Company may become parties, nothing herein or in any compensation or other arrangement referred to herein shall change your status as
an at-will employee.
Lorne, I am truly excited about the prospect of your joining our team at Pioneer. If the terms outlined above are agreeable, please
execute two copies of this letter and return one to me at your earliest convenience.
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Yours very truly,
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/s/ Wm. Stacy Locke
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Wm. Stacy Locke
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President and Chief Executive Officer
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cc:
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Mr. Dean A. Burkhardt
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AGREED AND ACCEPTED:
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/s/ Lorne E. Phillips
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Lorne E. Phillips
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1/7/09
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Date
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Exhibit 99.1
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Contacts:
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Wm. Stacy Locke, CEO
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Pioneer Drilling Company
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(210) 828-7689
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Lisa Elliott /
lelliott@drg-e.com
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Anne Pearson /
apearson@drg-e.com
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DRG
&
E / 713-529-6600
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FOR IMMEDIATE RELEASE
Pioneer Drilling Announces New Chief Financial Officer
and New General Counsel
SAN ANTONIO, Texas, January 14, 2009 – Pioneer Drilling Company, Inc. (NYSE Alternext : PDC) today announced that it has selected Lorne E. Phillips to be
Executive Vice President and Chief Financial Officer, effective February 1, and has appointed Carlos R. Peña as Vice President, General Counsel, Secretary and Compliance Officer.
Lorne Phillips, 37, has 14 years of experience in the oil service industry, with the last 10 years at Cameron International Corporation. He has served
most recently as Vice President & Treasurer, directing Cameron’s treasury and merger and acquisition activities. Prior to that, he was General Manager of Cameron’s Canadian valves operations, Vice President of Marketing and
M&A for the valves division, and Business Development Manager for Cameron. Before joining Cameron, he was a Financial Analyst for SCF Partners, a provider of equity capital to energy service and equipment companies, and for Simmons &
Company International, an investment bank focused on the energy industry. Mr. Phillips has a B.A. in Economics and Managerial Studies from Rice University and an M.B.A. from Harvard University. Mr. Phillips succeeds Pioneer’s Interim
CFO, William H. Hibbetts.
Carlos Peña, 41, has practiced law since 1992 and has experience providing both outside corporate and
securities counsel and in-house M&A counsel. Prior to joining Pioneer Drilling in October 2008, he was part of a six-lawyer M&A legal team handling all mergers and acquisitions activity for AT&T, Inc. From 1996 to 2007, he focused on
securities and corporate finance, M&A, venture capital, and corporate governance at Fulbright & Jaworski L.L.P., Cox Smith Matthews Incorporated, and Vinson & Elkins L.L.P. Mr. Peña earned his law degree from the
University of Texas and has a B.A. in Economics from Princeton University.
Wm. Stacy Locke, President and CEO of Pioneer Drilling state,
“We are thrilled to have these two outstanding professionals join Pioneer. Both bring with them a broad range of experience that should be a great asset to us as we continue to diversify and expand our operations. I would also like to thank
Bill Hibbetts for his unwavering support of Pioneer and his willingness to assist in whatever duty was called of him. Bill will continue in his role as a senior officer in the finance and accounting department.”
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About Pioneer
Pioneer Drilling Company provides land contract drilling services to independent and major oil and gas operators in Texas, Louisiana, Oklahoma, Kansas, the Rocky Mountain region and internationally in Colombia through its Pioneer Drilling
Services Division. The Company also provides workover rig, wireline and fishing and rental services to producers in the U.S. Gulf Coast, Mid-Continent and Rocky Mountain regions through its Pioneer Production Services Division. Its fleet consists of
70 land drilling rigs that drill at depths of 6,000 and 18,000 feet, 74 workover rigs (sixty-nine 550 horsepower rigs, four 600 horsepower rigs and one 400 horsepower rig), 59 wireline units, and fishing and rental tools.
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