Clayton Williams Energy Inc /De - Current report filing (8-K)
June 25 2008 - 10:47AM
Edgar (US Regulatory)
UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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CURRENT
REPORT
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Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
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Date
of Report (Date of earliest event reported):
June 19,
2008
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CLAYTON
WILLIAMS ENERGY, INC.
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(Exact
name of Registrant as specified in its
charter)
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Delaware
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001-10924
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75-2396863
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(State
or other jurisdiction of
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(Commission
File
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(I.R.S.
Employer
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incorporation)
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Number)
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Identification
No.)
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6
Desta Drive, Suite 6500, Midland, Texas
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79705-5510
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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:
(432)
682-6324
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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:
|
¨
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4 (c))
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Item
5.02
Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
(e) The
Compensation Committee of the Board of Directors of Clayton Williams Energy,
Inc. (the “Company”) has previously adopted an after-payout incentive plan, as
amended (the “APO Incentive Plan”) for officers, key employees and consultants
who promote the Company’s drilling and acquisition
programs. Management’s objective in adopting this plan is to further
align the interests of the participants with those of the Company by granting
the participants after-payout working interests in the production developed,
directly or indirectly, by the participants. The plan provides for
the creation of a series of limited partnerships or participation agreements
creating tax partnerships to which the Company contributes a portion of its
working interest in wells drilled within certain areas. The Company
pays all costs and receives all revenues until payout of its costs, plus
interest. After payout, the participants receive at least 99% of the
partnership’s subsequent revenues and pay at least 99% of its subsequent
expenses.
On May 5,
2008, the Compensation Committee of the Board of Directors of the Company
approved the formation of six participation agreements created pursuant to the
APO Incentive Plan and approved participation awards to certain officers
(including our principal executive officer, principal financial officer and
certain other named executive officers), key employees and
consultants. The Company entered into participation agreements with
the participants on June 19, 2008, to be effective as of May 5,
2008. The participation agreements are summarized as
follows:
·
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Participation
Agreement relating to North Louisiana – Bossier III, to which the Company
will contribute 7% of its working interest in wells to be drilled in the
Louisiana Parishes of Caddo, Desoto, Sabine, Natchitoches, Red River,
Bienville, Jackson, Richland, Caldwell, Franklin, Madison and Tensas, in
which the Bossier Sand Trend is the primary
objective.
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·
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Participation
Agreement relating to North Louisiana – Hosston/Cotton Valley III, to
which the Company will contribute 7% of its working interest in wells to
be drilled in the Louisiana Parishes of Caddo, Bossier, Webster,
Claiborne, Lincoln, Union and Quachita, in which the Hosston/Cotton
Valley/Gray Sand Trend is the primary
objective.
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·
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Participation
Agreement relating to South Louisiana VI, to which the Company will
contribute 7% of its working interest in wells to be drilled in the
Louisiana Parishes of Calcasieu, Cameron, Iberia, Jefferson Davis, Acadia,
Vermillion, West Baton Rouge, East Baton Rouge, St. James, St. Charles,
Orleans, Iberville, Livingston, Ascension, Jefferson, St. Bernard,
Plaquemines, St. John, Lafourche, Terrebonne, Assumption, St. Martin and
St. Mary, excluding prospects commonly referred to as the Floyd Prospects
located in Plaquemines Parish.
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·
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Participation
Agreement relating to Andrews County Area, to which the Company will
contribute 7% of its working interest in wells to be drilled on selected
leases in the Texas County of Andrews, as further described on Exhibit B
to the Participation Agreement.
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·
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Participation
Agreement relating to Crockett County Area, to which the Company will
contribute 7% of its working interest in wells to be drilled on selected
leases in the Texas Counties of Crockett, Upton and Reagan, as further
described on Exhibit B to the Participation
Agreement.
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·
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Participation
Agreement relating to Utah, to which the Company will contribute 5.6% of
its working interest in wells to be drilled on selected leases in the Utah
Counties of Sanpete and Juab, as further described on Exhibit B to the
Participation Agreement.
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Participation
awards under the participation agreements were granted to the Company’s
principal executive officer, principal financial officer and named executive
officers as follows:
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Bonus
Percentages Awarded to Named Officers
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Clayton
W.
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L.
Paul
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Mel
G.
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Patrick
C.
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T.
Mark
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Participation
Agreement
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Williams,
Jr.
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Latham
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Riggs
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Reesby
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Tisdale
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Andrews
Area
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28.5714%
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5.1786%
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5.1786%
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-
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.8929%
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Crockett
County Area
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28.5714%
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5.1786%
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5.1786%
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-
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.8929%
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North
Louisiana Bossier III
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28.5714%
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2.5000%
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2.8572%
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14.2857%
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.7143%
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North
Louisiana Hosston/Cotton
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Valley
III
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28.5714%
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2.8571%
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3.5714%
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14.2857%
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1.0714%
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South
Louisiana VI
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28.5714%
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2.8572%
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3.5714%
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14.2857%
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.7143%
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Utah
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28.5714%
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3.5714%
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3.5714%
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-
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1.7857%
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Amounts
payable under the participation agreements to the Company’s principal executive
officer, principal financial officer and named executive officers are not
determinable at this time. Each participation award represents a
working interest in one or more wells in a limited geographic
area. Potentially, a participation award may never become payable, or
it may become payable at an indeterminable future date.
The
foregoing descriptions are only summaries of, and are qualified in their
entirety by reference to, the participation agreements, which are filed as
Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6 to this Current Report on
Form 8-K and are incorporated herein by reference.
Item
9.01
Financial Statements and
Exhibits.
(d) Exhibits
The
following exhibits are provided as part of the information furnished under Item
5.02(e) of this report.
Exhibit
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Number
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Description
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10.1
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Participation
Agreement relating to Andrews Area dated June 19, 2008.
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10.2
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Participation
Agreement relating to Crockett County Area dated June 19,
2008.
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10.3
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Participation
Agreement relating to North Louisiana Bossier III dated June 19,
2008.
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10.4
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Participation
Agreement relating to North Louisiana Hosston/Cotton Valley III dated June
19, 2008.
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10.5
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Participation
Agreement relating to South Louisiana VI dated June 19,
2008.
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10.6
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Participation
Agreement relating to Utah dated June 19,
2008.
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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.
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CLAYTON
WILLIAMS ENERGY, INC.
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Date:
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June
25, 2008
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By:
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/s/
L. Paul Latham
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L.
Paul Latham
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Executive
Vice President and Chief
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Operating
Officer
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Date:
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June
25, 2008
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By:
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/s/
Mel G. Riggs
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Mel
G. Riggs
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Senior
Vice President and Chief
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Financial Officer
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CLAYTON
WILLIAMS ENERGY, INC.
EXHIBIT
INDEX
Exhibit
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Number
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Description
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10.1
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Participation
Agreement relating to Andrews Area dated June 19, 2008.
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10.2
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Participation
Agreement relating to Crockett County Area dated June 19,
2008.
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10.3
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Participation
Agreement relating to North Louisiana Bossier III dated June 19,
2008.
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10.4
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Participation
Agreement relating to North Louisiana Hosston/Cotton Valley III dated June
19, 2008.
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10.5
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Participation
Agreement relating to South Louisiana VI dated June 19,
2008.
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10.6
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Participation
Agreement relating to Utah dated June 19,
2008.
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