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: July 18, 2007
(Date
of
earliest event reported)
Rosetta
Resources Inc.
(Exact
name of registrant as specified in its charter)
|
DE
|
|
000-51801
|
|
43-2083519
|
|
(State
or other jurisdiction of incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer Identification Number)
|
|
|
|
|
|
|
|
717
Texas, Suite 2800
|
|
|
|
77002
|
|
(Address
of principal executive offices)
|
|
|
|
(Zip
Code)
|
713-335-4000
(Registrant's
telephone number, including area code)
Not
Applicable
(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:
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
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(c) On
July 9, 2007, Rosetta Resources Inc. (the “Company”) filed a current report on
8-K under item 5.02 announcing that the Board of Directors (the “Board”) of the
Company appointed Mr. Charles F. Chambers, the current Executive Vice President,
Corporate Development, to the positions of acting Chief Executive Officer and
President of the Company following the resignation of Chief Executive Officer
and President B.A. Berilgen.
On
July
12, 2007, the Board, acting on the recommendations of the Compensation Committee
of the Company (‘Compensation Committee”), approved a temporary
increase in Mr. Chambers’ compensation based on his new responsibilities and
duties as acting Chief Executive Officer and President. Mr. Chambers
will receive a monthly stipend in the amount of $10,000 until the Company finds
and appoints a permanent chief executive officer.
The
Board, acting on the recommendations of the Compensation Committee, also
approved an increase in Mr. Chambers’ annual base salary to $225,000 effective
July 1, 2007 and an amendment to his employment agreement with the Company
dated
July 7, 2005. The new base salary is based on general competitive
levels and industry conditions. Mr. Chambers’ employment agreement,
as amended, will provide that in the event of the termination of Mr. Chambers’
employment with the Company for any reason other than for “cause” or a corporate
change (as defined in the employment agreement), the Company will pay to Mr.
Chambers two years’ annual base salary and two years’ annual incentive bonus,
which is 60% of Mr. Chambers’ annual base salary. The Company
currently is working on a new form of amended and restated employment agreement
for Mr. Chambers, which will reflect the changes approved by the Board and
any
additional changes required to comply with Section 409A of the Internal Revenue
Code of 1986, as amended. In all other material respects, the terms
of Mr. Chambers’ current employment agreement will remain
unchanged.
(d) On
July 12, 2007, the Board, with Mr. D. Henry Houston abstaining, and acting
on
the recommendations of the Compensation Committee, approved an increase in
the
annual retainer of Mr. D. Henry Houston, current Director and member of the
Company’s Audit Committee (Chairman), Compensation Committee, and Nominating and
Corporate Governance Committee, from $35,000 to $60,000 based on his new
non-executive duties and responsibilities as the Company’s Chairman of the
Board, with a current payment to Mr. Houston of $25,000, in addition to the
$35,000 already paid to him for the 2007-2008 service year, and
$60,000 to be paid to Mr. Houston commencing with the 2008-2009
service year and continuing with succeeding service year(s) based on these
expanded duties and responsibilities .
(e) As
disclosed herein in Item 5.02(c), the Board, acting on the
recommendations of the Compensation Committee, approved additional compensation
to be paid to Mr. Chambers until the Company finds and appoints a permanent
chief executive officer and the amendment of the employment agreement dated
as
of July 7, 2005, between the Company and Mr. Chambers.
On
July
12, 2007, the Board, acting on the recommendations of the Compensation
Committee, also approved a temporary increase in the compensation of Mr. Michael
J. Rosinski, Executive Vice President, Chief Financial Officer, Treasurer and
Secretary of the Company, based on the increase in his responsibilities and
duties during the time the Company searches for a permanent Chief Executive
Officer. Mr. Rosinski will receive a monthly stipend in the amount of
$5,000 until the Company finds and appoints a permanent chief executive
officer.
The
Board, acting on the recommendations of the Compensation Committee, also
approved an increase in the annual base salary of Mr. Rosinski to $250,000
effective July 1, 2007 and an amendment to his amended and restated employment
agreement with the Company dated July 7, 2005. The new base salary is
based on general competitive compensation levels and industry
conditions. Mr. Rosinski’s employment agreement, as amended, will
provide that in the event of the termination of Mr. Rosinski’s employment with
the Company for any reason other than for “cause” or a corporate change (as
defined in the employment agreement), the Company will pay to Mr. Rosinski
two
years’ annual base salary and two years’ annual incentive bonus, which is 60% of
Mr. Rosinski’s annual base salary. The Company currently is working
on a new form of second amended and restated employment agreement for Mr.
Rosinski,, which will reflect the changes approved by the Board and any
additional changes required to comply with Section 409A of the Internal Revenue
Code of 1986, as amended. In all other material respects, the terms
of Mr. Rosinski’s current amended and restated employment agreement will remain
unchanged.
Item
9.01. Financial Statements and Exhibits
(a)
Financial statements:
None
(b)
Pro forma financial information:
None
(c)
Shell company transactions:
None
(d)
Exhibits
None
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.
|
Dated:
July 18, 2007
|
ROSETTA
RESOURCES INC.
|
|
|
|
|
|
|
|
By:
|
/s/
Michael J. Rosinski
|
|
|
|
Michael
J. Rosinski
|
|
|
|
Executive
Vice President and Chief Financial
Officer
|