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 12, 2008
Rosetta Resources
Inc.
(Exact name of registrant as specified
in its charter)
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DE
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000-51801
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43-2083519
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(State or other jurisdiction of
incorporation)
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(Commission File
Number)
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(IRS Employer Identification
Number)
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717 Texas, Suite 2800, Houston, TX
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77002
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(Address of principal executive
offices)
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(Zip
Code)
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713-335-4000
(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:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
(d) On September
12, 2008, the board of directors of Rosetta Resources Inc. ("Rosetta") appointed
Matthew D. Fitzgerald, to be a member of the board of directors of Rosetta,
which brings the total number of directors of Rosetta to seven.
In addition to serving on the Board of
Directors, Mr. Fitzgerald will serve as a member of the Audit Committee, the
Compensation Committee and the Nominating and Corporate Governance Committee of
Rosetta. Mr. Fitzgerald qualifies as an "independent" director,
and his appointment to the above committees is in accordance with the standards
promulgated by the NASDAQ Global Select Market and by the Securities
and Exchange Commission.
In connection with
his appointment to be a member of Rosetta's board, Mr. Fitzgerald will
receive 3,500 shares of restricted common stock and fully-vested options to
purchase 5,000 shares of Rosetta's common stock at an exercise price equal to
fair market value (average of high and low trading prices) on September 12,
2008. In addition, Mr. Fitzgerald may elect to receive shares of Rosetta common
stock in lieu of cash Board retainer fees. Each of these grants is issued under
Rosetta's 2005 Long-Term Incentive Plan. The restricted common will vest over
three years: 25% on the first anniversary of the grant, 25% on the second
anniversary of the grant, and the remaining 50% on the third anniversary of the
grant. In addition to the grants described above, Mr. Fitzgerald is eligible for
the regular compensation paid by Rosetta to a non-employee director, which will
be prorated during his initial term.
A copy of Rosetta's
press release relating to this event is attached to this Current Report on Form
8-K as Exhibit 99.1.
Item 9.01.
Financial Statements and Exhibits
(a) Financial
statements:
None
(b) Pro forma
financial information:
None
(c) Shell company
transactions:
None
(d)
Exhibits
99.1 "Rosetta
Resources Inc. Names New Director to Board of Directors"
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.
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Dated:
September 18, 2008
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ROSETTA RESOURCES
INC.
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By:
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/s/ Michael
J. Rosinski
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Michael J.
Rosinski
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Executive
Vice President & Chief Financial
Officer
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Exhibit
Index
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Exhibit
No.
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Description
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99.1
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Press Release
dated September 18, 2008.
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