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): December 3, 2004 (September 1, 2004)
HELMERICH & PAYNE, INC.
State of Incorporation: Delaware
COMMISSION FILE NUMBER 1-4221
Internal Revenue Service – Employer Identification No. 73-0679879
1437 South Boulder Avenue, Suite 1400, Tulsa, Oklahoma 74119
(918)742-5531
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):
| 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT | ||||||||
| ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| Schedule of Compensation for Non-Employee Directors | ||||||||
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On September 1, 2004, the Board of Directors of Helmerich & Payne, Inc. (“Registrant”) approved certain Non-Employee Director compensation. The compensation so approved became effective July 1, 2004. The attached Exhibit 10.1, incorporated herein by reference, sets forth the compensation for Non-Employee Directors.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No.
Description
Schedule of Compensation for Non-Employee Directors
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly authorized the undersigned to sign this report on its behalf.
HELMERICH & PAYNE, INC.
(Registrant)
/s/ Steven R. Mackey
Steven R. Mackey
Vice President
DATE: December 3, 2004
EXHIBIT INDEX
Exhibit No.
Description
Schedule of Compensation for Non-Employee Directors
2
Exhibit 10.1
HELMERICH & PAYNE, INC.
Schedule of Compensation for Non-Employee Directors
(Effective July 1, 2004)
Cash Compensation
|
Quarterly Retainer
|
$ | 7,500.00 | ||
|
Committee Chair Quarterly Retainer
|
||||
|
Audit Committee
|
$ | 2,500.00 | ||
|
Human Resources Committee
|
$ | 1,250.00 | ||
|
Nominating and Corporate Governance Committee
|
$ | 1,250.00 | ||
|
Committee Member Quarterly Retainer
|
||||
|
Audit Committee
|
$ | 1,250.00 |
Stock Options
Each Director receives an annual option to purchase shares of common stock of the Company which have a value of $30,000 on the date of grant.