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 1, 2008
BOOTS
& COOTS INTERNATIONAL WELL CONTROL, INC.
(Exact
name of Registrant as specified in its charter)
|
Delaware
|
|
1-13817
|
|
11-2908692
|
|
(State
or other jurisdiction of incorporation or organization)
|
|
(Commission
File Number)
|
|
(I.R.S.
Employer Identification No.)
|
|
7908
N. Sam Houston Parkway W.
5th
Floor
Houston,
Texas
|
|
|
|
77064
|
|
(Address
of principal executive offices)
|
|
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (281) 931-8884
|
|
|
|
|
|
(Former
name, former address and former fiscal year, 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:
⃞ 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
1.01 Entry into a Material Definitive Agreement
Effective
August 1, 2008, the Board of Directors of Boots & Coots International Well
Control, Inc. (the “Company”) approved the amendment and restatement of the
Company’s 2004 Long Term Incentive Plan (the “LTIP”). The amendments
to the LTIP supplemented the permitted types of awards under the LTIP with the
addition of stock appreciate rights (SARs) that may be settled in stock, cash or
a combination of stock and cash at the election of the Company. In
addition, the amendments to the Plan clarify that the Company may utilize
electronic delivery of shares of common stock to plan participants as an
alternative to the physical delivery of stock certificates and implemented
provisions conforming to the recently enacted requirements of Section 409A of
the Internal Revenue Code. A copy of the 2004 Long Term Incentive
Plan, as amended and restated effective August 1, 2008, is attached as Exhibit
10.1 to this Form 8-K and incorporated herein by reference.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective
August 1, 2008, the Compensation Committee of the Board of Directors of the
Company approved the issuance of SARs under the Company’s LTIP to
Jerry Winchester, the Company’s President and Chief Executive Officer, and
Dewitt Edwards, the Company’s Chief Operating
Officer. Mr. Winchester was awarded SARs for 150,000 shares of
the Company’s common stock at an exercise price of $2.58 per share, and
Mr. Edwards was awarded SARs for 100,000 shares of the Company’s common
stock at an exercise price of $2.58 per share. The exercise price of
the SARs is equal to the closing stock price of the Company’s common stock on
the American Stock Exchange on August 1, 2008.
SARs
represent the right to receive, at the election of the Company, cash or shares
of common stock of the Company equal to the amount by which the fair market
value of a share of the Company’s common stock on the date of exercise exceeds
the exercise price per share of the SAR. The SARs awarded to
Messrs. Winchester and Edwards vest in four equal annual installments, with
the first installment vesting on the one-year anniversary of the date of the
award, and expire six years from the date of the award. A form of
Stock Appreciation Rights Agreement utilized by the Company is attached hereto
as Exhibit 10.2 and incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits.
(c) Exhibits
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
|
10.1
|
|
2004
Long Term Incentive Plan (amended and restated as of August 1,
2008)
|
|
10.2
|
|
Form
of Stock Appreciation Rights Agreement under 2004 Long Term Incentive
Plan
|
SIGNATURE
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.
|
|
|
|
BOOTS
& COOTS INTERNATIONAL WELL
|
|
|
|
|
CONTROL,
INC.
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
August
6, 2008
|
|
By:
|
/s/
Jerry Winchester
|
|
|
|
|
|
Jerry Winchester
|
|
|
|
|
|
Chief
Executive Officer
|
EXHIBIT
INDEX
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
|
|
|
2004
Long Term Incentive Plan (amended and restated as of August 1,
2008)
|
|
|
|
Form
of Stock Appreciation Rights Agreement under 2004 Long Term Incentive
Plan
|