--------------------------------------------------------------------------------
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 31, 2005
RPC, INC.
(Exact name of registrant as specified in its charter)
-------------------------
DELAWARE 1-8726 58-1550825
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
2170 Piedmont Road, NE, Atlanta, Georgia 30324
(Address of principal executive office) (zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (404) 321-2140
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 (see General Instruction A.2. below):
|_| 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.
Executive Officer Compensation
At its regularly scheduled Board of Directors meeting held on January 25, 2005,
the Compensation Committee approved annual bonuses for several executives who
were named in the registrant's 2004 proxy statement (the "Named Executive
Officers").
On January 25, 2005 the Compensation Committee approved the following bonuses
for four of its Named Executive Officers: President and Chief Executive Officer
- $200,000, Chairman - $300,000, Vice President, Chief Financial Officer and
Treasurer - $150,000, and Vice President and Secretary - $40,000.
The executive officers named herein are also executive officers of Marine
Products Corporation ("MPX") and receive salary and bonuses from MPX.
Director Compensation
At this same meeting the Board of Directors approved the following compensation
for the registrant's non-employee directors:
Retainer: $4,000 per quarter
$3,000 additional per quarter for the Chairman of the Audit
Committee
Per Meeting Fee: $1,000 per Board or Committee meeting (excluding Audit
Committee meetings)
$2,000 per Audit Committee meeting
Material Relationships
None of the non-employee directors and none of the Company's Named Executive
Officers has any material relationship with the Company or any of its affiliates
apart from their respective relationships as directors and/or employees of the
Company and its affiliates, ownership of Company and affiliate securities, and
as otherwise previously disclosed in the Company's last filed annual proxy
statement.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
None.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, RPC, Inc.
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
RPC, Inc.
Date: January 31, 2005 /s/ Ben M. Palmer
-------------------------------------
Ben M. Palmer
Vice President,
Chief Financial Officer and Treasurer
3