Boots and Coots 8-K 06-30-2006
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): June
30, 2006
BOOTS
& COOTS INTERNATIONAL WELL CONTROL, INC.
(Exact
name of Registrant as specified in its charter)
Delaware
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1-13817
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11-2908692
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(State
or other jurisdiction of incorporation or organization)
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Commission
File Number
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(I.R.S.
Employer Identification No.)
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11615
North Houston Rosslyn
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Houston,
Texas
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77086
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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: (281)
931-8884
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(Former
name, former address and former fiscal year, if changed since last
report)
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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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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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On
June
30, 2006, Boots & Coots Services, Inc. (the “Company”), a subsidiary of
Boots & Coots International Well Control, Inc. (the “Parent”), entered into
an employment agreement (the “Agreement”) with Dewitt H. Edwards. Mr. Edwards
serves as Executive Vice President of the Company. The initial term of
employment is two years from the effective date of the Agreement, subject to
automatic renewals for successive two-year terms unless written notice is given
by either party at least three months prior to the expiration of the initial
or
any renewal term.
Mr.
Edwards will receive an annual base salary of $220,000, subject to annual
increase upon review by the Company’s board of directors. Mr. Edwards is also
entitled to certain other benefits, including the ability to participate in
the
Company’s employee incentive compensation program and any additional executive
compensation plans adopted from time to time by the board of directors, any
retirement or similar plans of the Company, the Company’s life, health, and
dental insurance programs, and all other employee benefit plans and other
incentive bonuses, stock options or other benefits as may from time to time
be
made available. Mr. Edwards is also entitled to four weeks of paid vacation
during each year of his employment. In addition to the above, Mr. Edwards
received an option to purchase 120,000 shares of common stock at an exercise
price of $1.71 per share, which was the closing price on May 22, 2006, the
date
the option was granted. The option was granted under the Company’s 2004
Long-Term Incentive Plan. The option vests in annual increments over three
years
and has a term of six years.
The
Company may terminate the Agreement upon the death or disability of Mr. Edwards,
or for cause. Mr. Edwards may terminate the Agreement if the Company materially
breaches the Agreement, there is a substantial and material reduction in the
scope of his duties and responsibilities, he is permanently relocated outside
of
Harris County, Texas, or he is assigned duties and responsibilities that are
materially inconsistent with his position. If the Agreement is terminated by
either party for any reason other than cause, Mr. Edwards will be entitled
to
receive a lump sum equal to one year’s gross annual salary, any earned bonus at
the time of termination, premiums for major medical insurance, and the full
vesting of half of all his unvested options. Mr. Edwards is not entitled to
compensation in the event that he is terminated by the Company for cause or
if
he terminates the Agreement for any other reason than those stated above.
Mr.
Edwards has agreed that during the term of the Agreement and for one year
following its termination, he will not induce or attempt to induce any employees
of the Company to leave the Company. In addition, if the Company undergoes
a
“Change in Control” (as defined in the Agreement) and Mr. Edwards is terminated
for any reason other than for cause, then all of his unvested options will
immediately vest in full.
The
summary of the Agreement set forth above is qualified in its entirety by
reference to the full text of the Agreement, a copy of which is attached to
this
report as Exhibit 10.1 and incorporated herein by
reference.
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(d)
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Exhibits.
The following exhibit is furnished as part of this Current Report
on Form
8-K:
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Exhibit
No.
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Description
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10.1
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Employment
Agreement, dated effective April 1, 2006, between Boots & Coots
Services, Inc. and Dewitt H.
Edwards.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has
duly
caused this current report to be signed on its behalf by the undersigned
thereunto duly authorized.
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BOOTS
& COOTS INTERNATIONAL WELL CONTROL, INC.
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Date:
July 7, 2006
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By:
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/s/
Gabriel Aldape
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Gabriel
Aldape
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Chief
Financial Officer
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INDEX
TO EXHIBITS
Exhibit
No.
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Description
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Employment
Agreement, dated effective April 1, 2006, between Boots & Coots
Services, Inc. and Dewitt H.
Edwards.
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