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): August 29, 2008 (August 25, 2008)
Concho Resources Inc.
(Exact name of registrant as specified in its charters)
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Delaware
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001-33615
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76-0818600 |
(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
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550 West Texas Avenue, Suite 1300
Midland, Texas
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79701 |
(Address of Principal Executive Offices)
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(Zip Code) |
Registrants Telephone Number, including Area Code: (432) 683-7443
(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 (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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)) |
Item 1.01 Entry into a Material Definitive Agreement.
On August 25, 2008, Concho Resources Inc. (the Company) entered into an indemnification
agreement (the Indemnification Agreement) with Darin G. Holderness, which is attached hereto as
Exhibit 10.1 and is incorporated herein in its entirety by this reference.
This Indemnification Agreement is intended to permit indemnification to the fullest extent now
or hereafter permitted by the General Corporation Law of the State of Delaware. It is possible that
the applicable law could change the degree to which indemnification is expressly permitted.
The Indemnification Agreement covers expenses (including attorneys fees), judgments, fines
and amounts paid in settlement incurred as a result of the fact that Mr. Holderness, in his
capacity as an officer, is made, threatened or reasonably expected to be made a party to any suit
or proceeding. The Indemnification Agreement generally covers claims relating to the fact that the
Mr. Holderness is or was an officer, employee or agent of us or any of our subsidiaries, or is or
was serving at our request in such a position for another entity. The Indemnification Agreement
also obligates us to promptly advance all expenses incurred in connection with any claim. Mr.
Holderness is, in turn, obligated to reimburse us for all amounts so advanced if it is later
determined that Mr. Holderness is not entitled to indemnification. The indemnification provided
under the Indemnification Agreement is not exclusive of any other indemnity rights; however, double
payment to Mr. Holderness is prohibited.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On August 25, 2008, the Board of Directors of the Company elected Mr. Darin G. Holderness, age
44, to the office of Vice President Chief Financial Officer,
Treasurer and Assistant Secretary of the Company to serve until his
successor is chosen and qualified or until his earlier death, resignation, retirement,
disqualification or removal from office. In connection with election
of Mr. Holderness, Steven L. Beal will no longer serve as interim
chief financial officer of the Company.
From May 2008
until August 2008, Mr. Holderness was employed by Eagle
Rock Energy Partners, L.P. as
senior vice president and chief financial officer. From November 2004 until May 2008, Mr.
Holderness served as vice president and chief accounting officer of Pioneer Natural Resources
Company. From April 2004 until November 2004, he served as vice president and chief financial
officer with Basic Energy Services. From January 1998 until
April 2004, he served as vice president
and controller and other positions for Pure Resources, Inc. and its
predecessors. Prior to Pure Resources, he served as
manager of financial reporting for Aquila Gas Pipeline Corporation from January 1996 to December
1997. Mr. Holderness holds a Bachelor degree of Business Administration in Accounting from Boise State
University and is a Certified Public Accountant.
On
August 25, 2008, the Company entered into an employment
agreement with Darin G. Holderness. Pursuant to the employment
agreement, Mr. Holderness shall receive a minimum annual salary of
$250,000.
The employment agreement is attached hereto as
Exhibit 10.2 and is incorporated herein in its entirety
by this reference.
In connection with his employment with the Company, Mr. Holderness received 14,993 shares of
restricted stock of the Company and options to purchase 35,000 shares of the Companys common stock
with an exercise price of $33.35. Both the restricted stock and the options will vest in three
equal annual installments beginning on August 25, 2009.
Item 7.01 Regulation FD Disclosure.
On August 25, 2008, the Company announced the election of Mr. Darin G. Holderness to the
office of Vice President Chief Financial Officer. A copy of the press release is furnished as
Exhibit 99.1 hereto and is incorporated herein by reference.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall
not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 and
will not be incorporated by reference into any filing under the Securities Act of 1933 unless
specifically identified therein as being incorporated therein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description of Exhibit |
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10.1
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Indemnification Agreement, dated August 25, 2008, by and
between Concho Resources, Inc. and Darin G. Holderness. |
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10.2
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Employment Agreement, dated August 25, 2008, by and between
Concho Resources, Inc. and Darin G. Holderness. |
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99.1
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Press Release dated August 25, 2008. |
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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CONCHO RESOURCES INC.
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Date: August 29, 2008 |
By: |
/s/ DAVID W. COPELAND
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David W. Copeland |
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Vice President and General Counsel |
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