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): August 4, 2016
Independence Contract Drilling, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36590 | 37-1653648 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
11601 North Galayda Street
Houston, TX 77086
(Address of principal executive offices)
(281) 598-1230
(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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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
Amendment to Dunn Employment Agreement
On August 9, 2016, Independence Contract Drilling, Inc. (the “Company”) entered into a second amendment (the “Amendment”) to the Amended and Restated Executive Employment Agreement dated August 13, 2014, between the Company and Byron Dunn, the Company’s President and Chief Executive Officer. The purpose of the Amendment was to amend the covenant not to compete under Mr. Dunn’s employment agreement as follows:
| (i) | increase the non-compete period from one year to two years, except that if Mr. Dunn’s employment with the Company is terminated in connection with a change of control, the non-compete period is increased to three years; |
| (ii) | provide that the covenant not to compete would apply in all instances in which Mr. Dunn’s employment with the Company is terminated. |
The information in this Item 5.02 does not constitute a complete summary of the Amendment and is qualified in its entirety by reference to the complete text of the Amendment, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Item 8.01 Other Events
Appointment of Vice President of Operations
Effective August 4, 2016, Philip A. Dalrymple, age 37, was appointed our Vice President - Operations. Mr. Dalrymple joined the Company in January of 2013 and has served in increasing roles of responsibility, including Drilling Superintendent from January of 2013 until October of 2013 and Operations Manager from November 2013 until his promotion to Vice President - Operations. Prior to joining the Company, Mr. Dalrymple was employed at Rowan Companies, most recently as lead project engineer overseeing construction of offshore drilling rigs from 2010 until 2013. From 2000 until 2010, Mr. Dalrymple served in increasing roles of responsibility in Rowan’s drilling operations, including rig manager and safety specialist within Rowan’s drilling operations. Mr. Dalrymple earned a B.S. in mechanical engineering from Texas A&M University - College Station.
Appointment of Executive Vice President
Effective August 4, 2016, Philip A. Choyce was assigned the title of Executive Vice President and Chief Financial Officer. Mr. Choyce previously held the title of Senior Vice President and Chief Financial Officer of the Company.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| 10.1 | Second Amendment dated August 9, 2016, to the Amended and Restated Employment Agreement dated August 13, 2014 (the “Employment Agreement”), by and among Independence Contract Drilling, Inc. and Byron A. Dunn. |
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.
| Independence Contract Drilling, Inc. | ||||||
| Date: August 10, 2016 | By: |
/s/ Philip A. Choyce |
||||
| Name: | Philip A. Choyce | |||||
| Title: |
Executive Vice President and Chief Financial Officer |
|||||
EXHIBIT INDEX
|
Exhibit No. |
Description |
|
| 10.1 | Second Amendment dated August 9, 2016, to the Amended and Restated Employment Agreement dated August 13, 2014 (the “Employment Agreement”), by and among Independence Contract Drilling, Inc. and Byron A. Dunn. | |
Exhibit 10.1
AMENDMENT NO. 2 TO
AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT
This Amendment No. 2 (this “Amendment”) to the Amended and Restated Executive Employment Agreement effective August 13, 2014 (the “Employment Agreement”), by and between Independence Contract Drilling, Inc., a Delaware corporation (“ICD”) and Byron A. Dunn (“Executive”) is effective as of August 9, 2016.
WHEREAS, the Company and Executive desire to amend certain provisions of the Employment Agreement relating to the covenant not to compete contained therein; and
WHEREAS, Executive acknowledges that sufficient consideration has been provided to Executive in consideration for the non-complete, including without limitation, access to confidential information and participation in, and receipt of equity awards under, the Company’s long-term incentive plans; and
WHEREAS, Executive acknowledges that the limitations contained in the covenant not to compete, as amended, including time, geographic area and scope are activity are reasonable and do not impose greater restrain than necessary to protect the Company’s goodwill and other business interests;
NOW THEREFORE, In consideration of the mutual terms and agreement set forth herein, the parties hereto agree as follows:
| 1. | Defined Terms. Capitalized terms not otherwise defined herein shall have the meaning assigned thereto in the Employment Agreement; |
| 2. | Amendment. As of the date of this Amendment, Section 7(c) of the Employment Agreement is hereby amended and restated in its entirety as follows: |
(a) Limited Covenant Not to Compete . In consideration of the provision of the Confidential Information during the term of this Agreement and the stock options, restricted stock awards and other compensation provided herein, if Executive’s employment is terminated hereunder for any reason, Executive agrees that during the period of time beginning on the Date of Termination and ending on the twenty-four month anniversary of the Date of Termination (the “Non-Compete Period) (provided, however, in the case of a termination of employment deemed to be “in connection with a Change of Control” (as defined in Section 6(b)(iv)), the Non-Compete Period shall be for a period beginning on the Date of Termination and ending on the thirty-six month anniversary of the Date of Termination):
(i) Executive shall not, directly or indirectly, for himself or others, own, manage, operate, control or participate in the ownership, management, operation or control of any business, whether in corporate, proprietorship or partnership form or otherwise, that is engaged, directly or indirectly, in the United States in the Restricted Business; provided, however , that the restrictions contained herein shall not restrict the acquisition by Executive of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Restricted Business or Executive from being employed by an entity in which the majority of such entity’s revenues on
a consolidated basis determined in accordance with generally accepted accounting principles are from activities and businesses that do not constitute a Restricted Business; and
Executive shall not, directly or indirectly (other than in the performance of Executive’s duties under this Agreement) (A) solicit any individual, who, at the time of time of such solicitation is an executive of the Company or its affiliates, to leave such employment or hire, employ or otherwise engage any such individual (other than employees of the Company or its affiliates who respond to general advertisements for employment in newspapers or other periodicals of general circulation (including trade journals)), or (B) cause, induce or encourage any actual or prospective client, customer, supplier, landlord, lessor or licensor of the Company or its affiliates to terminate or modify any such actual or prospective contractual relationship that exists on the Date of Termination.”
All other provisions of the Employment Agreement, shall remain unchanged, except as amended hereby and by Amendment No. 1 thereto dated February 11, 2016, and all future references to the Employment Agreement, shall refer to the Employment Agreement, as amended by this Amendment.
Dated Effective: August 9, 2016
| INDEPENDENCE CONTRACT DRILLING, INC. |
| By /s/ Philip A. Choyce |
| Name: Philip A. Choyce |
| Title: EVP & CFO |
| EXECUTIVE |
| /s/ Byron A. Dunn |
| Byron A. Dunn |