UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) January 20, 2006
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WILLBROS GROUP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Republic of Panama
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(State or Other Jurisdiction of Incorporation)
1-11953 98-0160660
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(Commission File Number) (IRS Employer Identification No.)
Plaza 2000 Building, 50th Street, 8th Floor,
P.O. Box 0816-01098, Panama, Republic of Panama
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(Address of Principal Executive Offices) (Zip Code)
+50-7-213-0947
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(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):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] 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 January 20, 2006, the Board of Directors of Willbros Group, Inc.
(the "Registrant"), elected Robert R. (Randy) Harl as President and Chief
Operating Officer of the Registrant and as President and Chief Operating Officer
of the Registrant's indirect wholly owned subsidiary, Willbros USA, Inc.
("WUSA"), effective immediately. Prior to his election and employment with the
Registrant and WUSA, respectively, Mr. Harl was engaged by WUSA as a consultant
for approximately six months. On January 26, 2006, WUSA entered into an
employment agreement with Mr. Harl (the "Agreement").
The term of the Agreement is approximately five years, commencing on
January 20, 2006, and ending on December 31, 2010 (the "Employment Period").
Pursuant to the Agreement, Mr. Harl will earn a base salary equivalent to
$500,000 per year in calendar year 2006, and a base salary of $600,000 in
calendar year 2007 and $700,000 in calendar years 2008 through 2010 (with
respect to each year, a "Base Salary").
Additionally, Mr. Harl may earn a cash bonus of up to $500,000 in 2006
and up to 125% of his Base Salary in 2007 and 150% of his Base Salary in each of
calendar years 2008 through 2010 if certain net income target performance goals
approved by the Board of Directors of the Registrant are achieved. The net
income target performance goal is generally defined as the line item designated
as such in the Registrant's annual budget for the year 2006 through 2010, as
approved by the Board of Directors for the relevant year, before deducting any
net income performance bonuses payable to Mr. Harl and/or other employees.
Under the terms of the Agreement, Mr. Harl has been granted stock
options and awarded shares of restricted stock and in the future will be awarded
shares of restricted common stock of the Registrant ("Restricted Stock") under
the Registrant's 1996 Stock Plan, as amended, as follows:
1. On January 20, 2006, 100,000 shares of Restricted Stock and stock
options for an additional 100,000 shares, with vesting to occur with respect to
both awards in five equal annual installments on December 31 of 2006, 2007,
2008, 2009 and 2010;
2. On January 1, 2007, 50,000 shares of Restricted Stock, with vesting
to occur in four equal annual installments on December 31 of 2007, 2008, 2009
and 2010;
3. On January 1, 2008, 50,000 shares of Restricted Stock, with vesting
to occur in approximately three equal installments on December 31 of 2008, 2009
and 2010;
4. On January 1, 2009, 50,000 shares of Restricted Stock, with vesting
to occur in two equal installments on December 31 of 2009 and 2010; and
5. On January 1, 2010, 50,000 shares of Restricted Stock, with full
vesting to occur on December 31, 2010.
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The forms of the Award Agreements used to evidence the January 20, 2006 awards
of Restricted Stock and stock options described above have been previously filed
by the Registrant with the Securities and Exchange Commission.
Pursuant to the Agreement, in the event Mr. Harl's employment is
terminated by WUSA due to a Change in Control (as defined in the Willbros Group,
Inc. Severance Plan as Amended and Restated effective September 25, 2003 (as
such may be further amended, the "Severance Plan") during the calendar year
2006, he will be entitled, among other things, to: (i) continue receiving his
Base Salary during the remainder of the calendar year 2006, (ii) the immediate
vesting of all Restricted Stock and stock options awarded to him on January 20,
2006, and (iii) the maximum available amount of his unearned bonus for calendar
year 2006 as if he had satisfied the performance goals for calendar year 2006.
In the event Mr. Harl's employment is terminated by WUSA without cause, or due
to a constructive discharge or due to a Change in Control after December 31,
2006, he will be entitled, among other things, to: (i) continue receiving his
Base Salary during the remainder of the Employment Period, and (ii) the maximum
available amount of his unearned bonuses as if he had satisfied the performance
goals for each of the uncompleted years remaining in the Employment Period at
the time of termination. If Mr. Harl voluntarily resigns or is terminated by
WUSA for cause, he will receive, among other things, his Base Salary through the
date of termination, but shall not be entitled to any cash bonuses for any years
remaining in the Employment Period that have not yet ended as of the date of
termination. If termination occurs by reason of Mr. Harl's disability or death,
he or his beneficiaries, as the case may be, will receive, among other things,
(i) his Base Salary through the date of termination by reason of disability or
death, and (ii) the maximum amount available for a cash bonus in the year of his
termination or death as if he had satisfied the performance goals for such year
(but not for later years during the Employment Period). In such cases after
December 31, 2006, Mr. Harl is also entitled to such benefits as are provided
under the Severance Plan, if any; provided, however, that the value of any
compensation and/or benefits payable under the Severance Plan shall not be
duplicative of any amounts paid under the Agreement, and such amounts payable
under the Severance Plan shall be offset against the value of any compensation
or benefits payable to him under the Agreement, and vice versa.
Pursuant to the Agreement, during the Employment Period and for a
period of one year thereafter, Mr. Harl will not compete with the businesses of
the Registrant and its affiliates.
ITEM 5.02 - DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On January 20, 2006, the Board of Directors of the Registrant elected
Robert R. (Randy) Harl as President and Chief Operating Officer of the
Registrant. Also on January 20, 2006, Mr. Harl was elected as a Class I member
of the Board of Directors of the Registrant for a term expiring at the 2006
annual meeting of stockholders in connection with filling a vacancy on the Board
of Directors, and as President and Chief Operating Officer of the Registrant's
subsidiary, WUSA.
Pursuant to Mr. Harl's employment agreement with WUSA further described
under Item 1.01 of this Current Report on Form 8-K, the term of Mr. Harl's
employment with the
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Registrant is approximately five years. The description of Mr. Harl's employment
agreement set forth in Item 1.01 above is incorporated herein by reference.
Mr. Harl, age 55, has been engaged as a consultant with WUSA for
approximately the last six months and has over 30 years experience working with
Kellogg Brown & Root ("KBR") and its subsidiaries in various capacities. Having
served as the Chairman of KBR and President of several of KBR's business units,
Mr. Harl's experience includes board and executive management responsibilities
for units serving both upstream and downstream oil and gas sectors as well as
the power, government and infrastructure sectors. Mr. Harl is a graduate of
Oklahoma State University with a Bachelor of Science in Agricultural
Engineering.
Michael F. Curran, who served as Chairman of the Board, President,
Chief Executive Officer and Chief Operating Officer of the Registrant and WUSA
prior to January 20, 2006, will remain Chairman and Chief Executive Officer of
the Registrant and WUSA. A copy of the press release announcing the appointment
of Mr. Harl is furnished as Exhibit 99.
ITEM 9.01 -- FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
EXHIBIT NO. DESCRIPTION
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99 Press Release dated January 24, 2006
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.
WILLBROS GROUP, INC.
Date: January 26, 2006 By: /s/ Warren L. Williams
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Warren L. Williams
Senior Vice President, Chief Financial
Officer and Treasurer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99 Press Release dated January 24, 2006