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): September
19, 2006
BOOTS
& COOTS INTERNATIONAL WELL CONTROL, INC.
(Exact
name of Registrant as specified in its charter)
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Delaware
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1-13817
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11-2908692
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(State
or other jurisdiction ofincorporation or organization)
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CommissionFile
Number
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(I.R.S.
EmployerIdentification No)
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11615
North Houston Rosslyn
Houston,
Texas
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77086
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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: (281)
931-8884
(Former
name, former address and former fiscal year, 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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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
1.01. Entry into a Material Definitive Agreement.
On
September 19, 2006, at the 2006 annual meeting of the stockholders of Boots
& Coots International Well Control, Inc., the stockholders approved the
adoption of the Boots & Coots 2006 Non-Employee Directors Stock Incentive
Plan (the “2006 Plan”). The purposes of the 2006 Plan are to attract and retain
highly qualified non-employee directors to perform services for the Company,
to
further align the interests of the non-employee directors with those of our
stockholders, and closely link compensation with our performance. The 2006
Plan
is administered by our Board of Directors.
The
2006
Plan authorizes the issuance of up to 750,000 shares of common stock of the
Company, plus the 145,250 shares of common stock that remain available for
grant
under the Company’s 1997 Non-Employee Director Stock Option Plan Plan, which the
2006 Plan replaces. The 2006 Plan permits the issuance of stock options,
stock
appreciation rights, restricted stock, restricted stock units, stock awards,
or
other forms of awards, as the Board may determine.
The
Board may issue options to participants, exercisable in whole or in such
installments and at such times as may be determined by the Board. The exercise
price of any options issued under the 2006 Plan shall not be less than 100%
of
the fair market value per share of common stock on the grant date, subject
to
certain limited exceptions. The term of any options granted shall be as
specified by the Board, but no option shall have a term greater than ten
years.
Each award agreement embodying the award of an option shall set forth the
extent
to which the participant shall have the right to exercise the option following
termination of the participant’s board service, which shall be determined at the
discretion of the Board.
The
Board
may grant awards in the form of stock appreciation rights (SARs) in such
numbers
and at such times as it shall determine, and which shall vest and be exercisable
in whole or in such installments and at such times as may be determined by
the
Board. The price at which SARs may be exercised shall be determined by the
Board
but shall not be less than 100% of the fair market value per share of common
stock on the grant date. Upon exercise of the SARs, the participant shall
be
entitled to receive an amount equal to the excess of the aggregate fair market
value of the shares of common stock with respect to which the award is exercised
(determined as of the date of such exercise) over the aggregate exercise
price
of such shares.
The
2006
Plan adds to the 1997 Plan by providing for awards in the form of restricted
stock, which may be granted in such numbers and at such times as the Board
may
determined. The restricted stock may have such restrictions as the Board
deems
advisable, including, without limitation, providing for vesting upon the
achievement of specified performance goals and restrictions under applicable
Federal or state securities laws. The Board may require a participant to
pay a
stipulated purchase price for each share of restricted stock it awards. Each
award of restricted stock shall have an applicable restricted period imposed
upon it, during which time the restricted stock shall be subject to
forfeiture.
Restricted
stock units may also be granted to participants in such numbers and at such
times as the Board determines. Restricted stock units shall be subject to
any
such vesting and forfeiture provisions as the Board may determine. A participant
shall not, however, be required to make any payment for restricted stock
units.
Each award of restricted stock units will be subject to a restricted period.
A
grant of restricted stock units may, at the Board’s discretion, include a tandem
cash dividend right or dividend unit right grant.
Stock
awards may be granted to participants upon such terms and conditions as the
Board may determine. Shares of common stock issued pursuant to stock awards
may
be issued for cash consideration or for no cash consideration, as determined
by
the Board.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has
duly
caused this current report to be signed on its behalf by the undersigned
thereunto duly authorized.
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BOOTS
& COOTS INTERNATIONAL WELL CONTROL, INC. |
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Date:
September 25, 2006
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By: |
/s/
Gabriel Aldape
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Gabriel
Aldape
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Chief
Financial Officer
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