UNITED STATES SECURITIES AND EXCHANGE COMMISSION
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): January 31, 2006
THE HOUSTON EXPLORATION COMPANY
(Exact name of registrant as specified in its charter)
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| Delaware
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001-11899
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22-2674487 |
(State or other jurisdiction of
incorporation)
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(Commission File No.)
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(IRS Employer Identification No.) |
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1100 Louisiana Street, Suite 2000
Houston, Texas
(Address of principal executive offices)
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77002-5215
(Zip Code) |
(713) 830-6800
(Registrant’s telephone number, including area code)
Not Applicable
(Former names 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))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
Amended and Restated 2004 Long Term Incentive Plan
On January 31, 2006, the Board of Directors of The Houston Exploration Company (the “Company”)
approved certain amendments to the Company’s 2004 Long Term Incentive Plan (the “Plan”) with
respect to equity compensation of non-employee directors. Prior to these amendments, commencing on
September 20, 2004, each non-employee director of the Company received an automatic grant on
September 20th of each year of (i) nonqualified options to purchase 2,000 shares of the
Company’s common stock and (ii) 2,000 shares of the Company’s restricted stock. Under the Plan as
amended, non-employee directors will no longer be eligible to receive grants of nonqualified stock
options. However, non-employee directors will continue to receive automatic grants of restricted
stock each year, except that such grants will be made as of the date of the Company’s annual
meeting of shareholders and the number of shares received by each non-employee director will be
calculated by dividing $100,000 by the closing price of the Company’s common stock on the date of
grant. In addition, the amended Plan shortens the vesting period for restricted stock from five
years to three years following the date of grant.
This description is qualified in its entirety by reference to the Plan, which is attached as
Exhibit 99.1 to this Form 8-K and is incorporated by reference herein.
Amended Executive Deferred Compensation Plan
On January 31, 2006, the Board of Directors of the Company also amended the Company’s
Executive Deferred Compensation Plan to take advantage of certain transition relief described in
IRS Notice 2005-1 in order to comply with provisions added to the Internal Revenue Code by the
American Jobs Creation Act of 2004.
This description is qualified in its entirety by reference to the Amendment to the Executive
Deferred Compensation Plan, which is attached as Exhibit 99.2 to this Form 8-K and is incorporated
by reference herein.
Item 5.03 Amendments to Article of Incorporation or Bylaws; Changes in Fiscal Year
On January 31, 2006, the Board of Directors also adopted Restated Bylaws. The Restated Bylaws
are substantially identical to the Company’s bylaws prior to the amendments, except that certain
timeframes have been shortened and certain other changes were made to conform to current Delaware
corporate law. Under the Restated Bylaws, the timeframe for a stockholder to properly bring
business before an annual meeting or to nominate a person for election to the Board of Directors
has been shortened such that the stockholder’s notice must be received not less than 60 days nor
more than 90 days in advance of the first anniversary of the date of the mailing of the Company’s
proxy statement for the previous year’s annual meeting. Under the prior bylaws, such notice had to
be received not less than 120 days nor more than 150 days prior to such anniversary. These new
deadlines will take effect commencing with the Company’s annual meeting of stockholders in 2007.
This description is qualified in its entirety by reference to the Restated Bylaws, which are
attached as Exhibit 99.3 to this Form 8-K and are incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
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Exhibits |
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| 99.1 |
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The Houston Exploration Company Amended and Restated 2004 Long Term Incentive Plan |
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| 99.2 |
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Amendment to The Houston Exploration Company Executive Deferred Compensation Plan |
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| 99.3 |
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Restated Bylaws of The Houston Exploration Company |