Document
 

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 11, 2018 (June 7, 2018)
 
Oil States International, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
1-16337
 
76-0476605
(State or other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
Three Allen Center, 333 Clay Street, Suite 4620, Houston, Texas 77002
 
Registrant’s telephone number, including area code: (713) 652-0582
 
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:
 
[   ]    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))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company [   ]
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [   ]

 




Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 7, 2018, the board of directors (the “Board”) of Oil States International, Inc. (the “Company”) (i) voted to increase the size of the Board from nine to ten members and (ii) elected Darrell E. Hollek as a member of the Board to fill the resulting vacancy. The Company released a press release announcing the election of Mr. Hollek, which is attached hereto as Exhibit 99.1. Mr. Hollek will be a Class III Director with an initial term expiring at the Company’s annual meeting of stockholders in May 2019.
Mr. Hollek is the retired Executive Vice President, Operations of Anadarko Petroleum Corporation (“Anadarko”), an independent oil and natural gas exploration and production company with operations onshore and offshore the United States, and internationally in Africa and South America. His responsibilities included U.S. onshore exploration, production and midstream activities along with Gulf of Mexico and international operations. During his 38 year career at Anadarko, Mr. Hollek held a number of senior leadership positions, including Executive Vice President, U.S. Onshore Exploration and Production, Senior Vice President, Deepwater Americas Operations and Vice President of Gulf of Mexico and Worldwide Deepwater Operations.
Mr. Hollek holds a Bachelor of Science degree in Mechanical Engineering from Texas A&M University.
The Board has determined that Mr. Hollek qualifies as an independent director and meets the independence requirements under Section 303A.02 of the New York Stock Exchange Listed Company Manual.
There are no understandings or arrangements between Mr. Hollek and any other person pursuant to which Mr. Hollek was selected to serve as a director of the Board. There are no relationships between Mr. Hollek and the Company or any of its subsidiaries that would require disclosure pursuant to Item 404(a) of Regulation S‑K.
Mr. Hollek will receive compensation for his services as director consistent with that provided to other non-management directors, as described the Company’s Definitive Proxy Statement for the 2018 Annual Meeting of Stockholders.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1    Press Release dated as of June 11, 2018.



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.
 
OIL STATES INTERNATIONAL, INC.
 
 
 
 
 
 
 
Date:
June 11, 2018
 
By:
/s/  LLOYD A. HAJDIK
 
 
 
 
 
Lloyd A. Hajdik
 
 
 
 
 
Executive Vice President, Chief Financial Officer & Treasurer
 

Exhibit


EXHIBIT 99.1

Oil States Adds Darrell E. Hollek to its Board

HOUSTON, June 11 – Oil States International, Inc. (NYSE:OIS) announced today that its Board of Directors elected Darrell E. Hollek as a member of its Board of Directors. Mr. Hollek will serve as a Class III Director with an initial term expiring in May 2019.

“I’m happy to welcome Darrell to his new role as a Director of Oil States. Darrell brings extensive onshore and offshore energy industry experience to our Board and our Company, which will provide us with meaningful benefits as we continue to focus on our long-term growth and success," said Cindy B. Taylor, Oil States' President and Chief Executive Officer.

About Darrell E. Hollek
Darrell E. Hollek is the retired Executive Vice President, Operations of Anadarko Petroleum Corporation (“Anadarko”), an independent oil and natural gas exploration and production company with operations onshore and offshore the United States, and internationally in Africa and South America. His responsibilities included U.S. onshore exploration, production and midstream activities along with Gulf of Mexico and international operations. During his 38 year career at Anadarko, Mr. Hollek held a number of senior leadership positions, including Executive Vice President, U.S. Onshore Exploration and Production, Senior Vice President, Deepwater Americas Operations and Vice President of Gulf of Mexico and Worldwide Deepwater Operations.

Mr. Hollek holds a Bachelor of Science degree in Mechanical Engineering from Texas A&M University.

About Oil States
Oil States International, Inc. is a global oilfield products and services company serving the drilling, completion, subsea, production and infrastructure sectors of the oil and gas industry. The Company’s manufactured products include highly engineered capital equipment as well as products consumed in the drilling, well construction and production of oil and gas. Through its recent acquisition of GEODynamics, Inc., the Company is also a leading researcher, developer and manufacturer of engineered solutions to connect the wellbore with the formation in oil and gas well completions. Oil States is headquartered in Houston, Texas with manufacturing and service facilities strategically located across the globe. Oil States is publicly traded on the New York Stock Exchange under the symbol “OIS”.

For more information on the Company, please visit Oil States International, Inc.’s website at www.oilstatesintl.com.

Forward Looking Statements
The foregoing contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are those that do not state historical facts and are, therefore, inherently subject to risks and uncertainties. The forward-looking statements included herein are based on current expectations and entail various risks and uncertainties that could cause actual results to differ materially from those forward-looking statements. Such risks and uncertainties include, among other things, risks and uncertainties relating to Oil States' ability to retain GEODynamics' and Falcon's customers and employees, the ability to successfully integrate GEODynamics' and Falcon's operations, product lines, technology and employees into Oil States' operations, and the ability to achieve the expected synergies as well as accretion in earnings; risks associated with the general nature of the energy service industry; and other factors discussed in the “Business” and “Risk Factors” sections of the Company’s Annual Report on Form 10‑K for the year ended December 31, 2017, Quarterly Reports on Form 10‑Q and Periodic Reports on Form 8‑K. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof, and, except as required by law, the Company undertakes no obligation to update those statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments.




Company Contacts:
Lloyd A. Hajdik
Oil States International, Inc.
Executive Vice President, Chief Financial Officer and Treasurer
713-652-0582

Patricia Gil
Oil States International, Inc.
Director, Investor Relations
713-470-4860