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 9, 2009
NATURAL GAS SERVICES GROUP,
INC.
(Exact
Name of Registrant as Specified in Charter)
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Colorado
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1-31398
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75-2811855
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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508
West Wall Street, Suite 550
Midland,
TX 79701
(Address
of Principal Executive Offices)
(432)
262-2700
(Registrant’s
Telephone Number, Including Area Code)
N/A
(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):
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-14(c)).
Item 5.02 Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On
December 9, 2009, our Compensation Committee of the Board of Directors granted
stock options to two of our executive officers. Earl R. Wait, Vice
President – Accounting and James R. Hazlett, Vice President – Technical
Services, were both granted an option to purchase 10,000 shares. The options
were granted under our 1998 Stock Option Plan and are “incentive stock options”
within the meaning of the Internal Revenue Code of 1986.
All of the options have an exercise
price of $17.74 per share, the fair market value of the Company’s common stock
on the date of grant. The options are exercisable in three equal
annual installments commencing on December 9, 2010. The options
expire ten years from the grant date.
On the
same date, our Board of Directors considered year-end compensation
matters. Considering the challenging economic climate, the Board has
elected not to grant any cash awards to its executive officers under its
Incentive Cash Bonus Program (“IBP”), our informal plan that provides guidelines
for the calculation of annual incentive-based compensation in the form of cash
bonuses to our executives. Instead, the Board determined that any
award to its executive officers for 2009 will be by way of restricted
stock. Any such restricted stock awards will be issued under our 2009
Restricted Stock/Unit Plan.
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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NATURAL
GAS SERVICES GROUP, INC.
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Dated:
December 15, 2009
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By:
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/s/
Stephen C. Taylor
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Stephen
C. Taylor
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President
& Chief Executive
Officer
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