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: June 18, 2015
(Date of earliest event reported)
Hornbeck Offshore Services, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 001-32108 | 72-1375844 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
103 Northpark Boulevard, Suite 300 | ||
Covington, LA | ||
(Address of Principal Executive Offices) | ||
70433 | ||
(Zip Code) | ||
(985) 727-2000 | ||
(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):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | 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
At our 2015 Annual Meeting of Stockholders held on June 18, 2015, our stockholders approved (i) an amendment to the Second Amended and Restated Hornbeck Offshore Services, Inc. Incentive Compensation Plan, or the Plan, to increase the number of shares of common stock to be issued under the Plan by 750,000 shares, from 4,200,000 shares to 4,950,000 shares, or the Plan Amendment, and (ii) amendments to the Hornbeck Offshore Services, Inc. 2005 Employee Stock Purchase Plan, or the ESPP, to increase the maximum number of shares available under the ESPP by 1,500,000, from 750,000 to 2,200,000, and to extend the term of the ESPP to June 18, 2025, or the ESPP Amendments. The Plan Amendment and the ESPP Amendments were previously approved by our Board of Directors on February 10, 2015. For a more complete understanding of the Plan Amendment and the ESPP Amendments, please see the Plan Amendment and the ESPP Amendments filed as Exhibits 10.1 and 10.2, respectively, of this Current Report.
Item 7.01 - Regulation FD Disclosure
The information in this Item 7.01 of this Current Report is being furnished pursuant to Item 7.01 of Form 8-K and according to general instruction B.2. thereunder, the information in this Item 7.01 of this Current Report shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Item 7.01 of this Current Report shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933.
On June 22, 2015, Hornbeck Offshore Services, Inc. posted an updated investor presentation on its website, http://www.hornbeckoffshore.com, under the heading “Investors - IR Home.”
As stated in prior disclosures, we intend to use our website as a means of disclosing material non-public information and for complying with disclosure obligations under Regulation FD. Such disclosures will be included on our website under the heading “Investors - IR Home.” Accordingly, investors should monitor such portion of our website, in addition to following our press releases, Commission filings and public conference calls and webcasts.
Item 9.01 – Financial Statements and Exhibits
(d) Exhibits.
10.1 | Fourth Amendment to the Second Amended and Restated Hornbeck Offshore Services, Inc. Incentive Compensation Plan, effective June 18, 2015. |
10.2 | First Amendment to the Hornbeck Offshore Services, Inc. 2005 Employee Stock Purchase Plan, effective June 18, 2015. |
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 thereunto duly authorized.
Hornbeck Offshore Services, Inc. | ||
Date: June 24, 2015 | By: | /s/ James O. Harp, Jr. |
James O. Harp, Jr. | ||
Executive Vice President and Chief Financial Officer | ||
Exhibit 10.1
FOURTH AMENDMENT TO THE
SECOND AMENDED AND RESTATED
HORNBECK OFFSHORE SERVICES, INC.
INCENTIVE COMPENSATION PLAN
This FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED HORNBECK OFFSHORE SERVICES, INC. INCENTIVE COMPENSATION PLAN (this "Amendment") is made effective as of the 18th day of June, 2015, by the Board of Directors (the "Board") of Hornbeck Offshore Services, Inc. (the "Company").
WHEREAS, the Company sponsors the Second Amended and Restated Hornbeck Offshore Services, Inc. Incentive Compensation Plan (the "Plan");
WHEREAS, pursuant to Section 13.1 of the Plan, the Board may at any time amend the provisions of the Plan;
WHEREAS, the Company desires to amend the Plan to increase the number of shares of common stock that may be delivered pursuant to awards granted under the Plan; and
WHEREAS, the stockholders of the Company have passed a resolution approving this Amendment;
NOW, THEREFORE, the Board hereby amends the Plan as follows:
1.Section 4.1 shall be amended to increase the number of shares authorized under the Plan by 750,000 by replacing the first sentence with the following:
"The maximum number of shares of Common Stock that may be delivered pursuant to Awards granted under the Plan is 4,950,000 shares."
2. Except as set forth herein and as previously amended, the Plan shall continue in full force and effect.
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Exhibit 10.2
FIRST AMENDMENT TO THE
HORNBECK OFFSHORE SERVICES, INC.
2005 EMPLOYEE STOCK PURCHASE PLAN
This FIRST AMENDMENT TO THE HORNBECK OFFSHORE SERVICES, INC. 2005 EMPLOYEE STOCK PURCHASE PLAN (this "Amendment") is made effective as of the 18th day of June, 2015, by the Board of Directors (the "Board") of Hornbeck Offshore Services, Inc. (the "Company").
WHEREAS, the Company sponsors the Hornbeck Offshore Services, Inc. 2005 Employee Stock Purchase Plan (the "ESPP");
WHEREAS, pursuant to the "Amendment or Termination" section of the ESPP, the Board may at any time amend the provisions of the ESPP;
WHEREAS, the Company desires to amend the ESPP to (i) increase the number of shares of common stock that are available for sale under the ESPP and (ii) extend the term of the ESPP to June 18, 2025; and
WHEREAS, the stockholders of the Company have passed a resolution approving this Amendment;
NOW, THEREFORE, the Board hereby amends the ESPP as follows:
1.Paragraph (a) under the section titled "Stock" shall be amended to increase the number of shares available for sale under the ESPP by one million five hundred thousand (1,500,000) by replacing the first sentence with the following:
"Subject to adjustment upon changes in capitalization of the Company as provided in Section 19 hereof, the maximum number of shares of the Company’s Common Stock which shall be made available for sale under the Plan shall be two million two hundred thousand (2,200,000) shares."
2. The section titled "Term of the Plan" shall be amended to extend the term of the ESPP by amending it to read in its entirety as follows:
"The Plan shall become effective upon the later to occur of its adoption by the Board of Directors or its approval by the stockholders of the Company. It shall continue in effect until June 18, 2025 unless sooner terminated under Section 20 hereof.
3. Except as set forth herein and as previously amended, the ESPP shall continue in full force and effect.
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