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): January 20, 2005
NATURAL GAS SERVICES GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Colorado 1-31398 75-2811855
(State or other jurisdiction (Commission File (IRS Employer
of Incorporation or organization) Number) Identification No.)
2911 South County Road 1260 Midland, Texas 79706
(Address of Principal Executive Offices) (Zip Code)
432-563-3974
(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:
[_] 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))
Item 1.01 Entry Into a Material Definitive Agreement
As described in Item 5.02 below, the Board of Directors of Natural Gas
Services Group, Inc., or Natural Gas, appointed Stephen C. Taylor as President
and Chief Executive Officer of Natural Gas. We currently have a verbal
arrangement with Mr. Taylor regarding his employment, but anticipate entering
into a written employment agreement with Mr. Taylor containing the following
provisions:
o an annual base salary of $155,000.00;
o an annual bonus of up to 45% of Mr. Taylor's annual base
salary, the amount of which will be based on parameters to be
established by our compensation committee and approved by the
Board of Directors and the compensation committee;
o four weeks of vacation each year;
o $30,000.00 allowance to purchase a company vehicle;
o moving expense reimbursement of up to $20,000.00 to cover the
cost and expenses of packaging and moving Mr. Taylor's
household goods from Houston to Midland, Texas;
o if Mr. Taylor is unable to sell his personal residence in
Houston, Texas, before May 1, 2005, Natural Gas will reimburse
Mr. Taylor for the regularly scheduled mortgage payments,
including taxes and insurance, made by him through the earlier
of the date his personal residence is sold or July 31, 2005,
and if on August 1, 2005, Mr. Taylor's residence remains
unsold, Natural Gas' obligation to reimburse Mr. Taylor for
any future mortgage payments, including taxes and insurance,
shall automatically expire;
o standard medical and other benefits provided to all of our
employees.
In addition, we expect to grant to Mr. Taylor a ten-year option to
purchase 45,000 shares of our common stock at an exercise price equal to the
fair market value of our common stock on the date of the grant.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On January 20, 2005, the Board of Directors of Natural Gas appointed
Stephen C. Taylor as President and Chief Executive Officer. Mr. Taylor, age 51,
has for the last three years, served as the U.S. General Manager of Trican
Production Services in Houston, Texas. Prior to working at Trican, Mr. Taylor
was employed for two years as the Senior Vice President and Chief Operating
Officer of Enventure Global Technology in Houston, Texas, and prior to his
employment with Enventure, Mr. Taylor spent twenty-four years with Halliburton
Resources Management, a division of Halliburton Company, in various management
positions, including, Vice President of Operations of Halliburton Resources
Management's gas compressor division. None of Mr. Taylor's previous employers
are current or former parent, subsidiary or affiliate entities of Natural Gas
Services Group, Inc.
Mr. Taylor's functions will include overseeing Natural Gas' day-to-day
leasing and sales operations, as well as our construction of new compressor
units and the planning and execution of our strategic goals and objectives. Mr.
Taylor holds a Bachelor of Science degree in Mechanical Engineering from Texas
Tech University in Lubbock, Texas, and a Masters in Business Administration from
the University of Texas at Austin. Mr. Taylor has management experience in
several areas of the oil and gas industry, including, finance, engineering,
sales, administration and operations.
Mr. Taylor assumes the President and Chief Executive Officer roles from
Wallace C. Sparkman. Mr. Sparkman will continue to serve on the Board of
Directors of Natural Gas, and on January 20, 2005, was appointed Chairman of the
Board. Prior to the appointment of Mr. Sparkman as Chairman of the Board, Mr.
Wallace O. Sellers served as Chairman of the Board of Directors. Mr. Sellers
continues to serve on the Board but for health reasons elected to resign his
position as Chairman.
On January 24, 2005, Natural Gas issued a press release regarding the
appointment of Stephen C. Taylor as President and Chief Executive Officer and
the appointment of Mr. Sparkman as Chairman of the Board of Directors. A copy of
the press release is filed herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
----------- -----------
99.1 Press release, dated January 24, 2005,
announcing the appointment of Stephen C.
Taylor as President and Chief Executive
Officer and the appointment of Wallace C.
Sparkman as Chairman of the Board of
Directors (filed herewith)
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.
NATURAL GAS SERVICES GROUP, INC.
By: /s/ Wallace C. Sparkman
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Wallace C. Sparkman
Chairman of the Board of Directors
Dated: January 26, 2005