Attached files
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EX-32 - CEO & CFO CERTIFICATION - TESCO CORP | exh32.htm |
EX-31.2 - CFO CERTIFICATION - TESCO CORP | exh31-2.htm |
EX-31.1 - CEO CERTIFICATION - TESCO CORP | exh31-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.20549
Form 10-K/A
(Amendment No. 1)
þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Fiscal Year Ended December 31, 2010
¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
Commission file number: 001-34090
Tesco Corporation
(Exact name of registrant as specified in its charter)
Alberta
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76-0419312
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(State or Other Jurisdiction
of Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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3993 West Sam Houston Parkway North
Suite 100
Houston, Texas
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77043-1221
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(Address of Principal Executive Offices)
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(Zip Code)
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713-359-7000
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class
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Name of Each Exchange on Which Registered
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Common Shares, without par value
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Nasdaq Stock Market
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Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨ No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes £ No £
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¨
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Accelerated filer þ
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Non-accelerated filer ¨ (Do not check if a smaller reporting company)
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Smaller reporting company ¨
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Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ
The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant at the close of business on June 30, 2010 was $255,597,430 based upon the last sales price reported for such date on the NASDAQ Stock Market. For purposes of this disclosure, shares of common stock held by persons who hold more than 5% of the outstanding shares of common stock and shares held by officers and directors of the registrant as of June 30, 2010 have been excluded as such persons may be deemed to be affiliates. This determination is not necessarily conclusive.
Number of shares of Common Stock outstanding as of February 28, 2011: 38,062,756
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the registrant’s 2011 Annual Meeting of Stockholders are incorporated by reference into Part III of this Report on Form 10-K.
EXPLANATORY NOTE
On March 1, 2011, Tesco Corporation (the “Company”) filed its Annual Report on Form 10-K for the year ended December 31, 2010 (the “Form 10-K”) with the Securities and Exchange Commission. This Amendment No. 1 to the Annual Report on Form 10-K of the Company (the “Amendment”), amends only those portions of Item 11 of the Form 10-K originally incorporated by reference from the Definitive Proxy Statement of the Company filed April 1, 2011 (the “Proxy Statement”) that are contained herein. All other Items of the Form 10-K are incorporated herein by reference from the Form 10-K or the Proxy Statement, as applicable, without changes. This Amendment is filed to revise the first bullet point of the second paragraph of the section of the Proxy Statement entitled “Potential Payments Upon a Change in Control” that was originally set forth on page 27 of the Proxy Statement and to revise the “Severance Payment,” “280G Gross Up Payment” and “Total” columns and footnote 5 of the table included in the section of the Proxy Statement entitled “Potential Payments Upon a Change in Control” which was originally set forth on page 28 of the Proxy Statement. Except as discussed above, no other revisions are being made to the Form 10-K or the Proxy Statement and this amendment does not address events occurring after the filing of the Form 10-K.
PART III
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ITEM 11. EXECUTIVE COMPENSATION
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The first bullet point of the second paragraph of the section of the Proxy Statement entitled “Potential Payments Upon a Change in Control” that was originally set forth on page 27 of the Proxy Statement is amended to read in its entirety as follows:
·
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a cash amount equal to two times (three times in the case of Mr. Quintana and one time in the case of Mr. Neidhardt) the employee’s annual cash compensation, which includes base salary and the maximum STIP payable for the year in which the change of control occurred, paid on the basis of a deemed 12 month calendar year participation. In Mr. Quintana’s case, some of this amount may be paid after a waiting period in compliance with Section 409A.
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The table included in the section of the Proxy Statement entitled “Potential Payments Upon a Change in Control” which was originally set forth on page 28 of the Proxy Statement is amended to read in its entirety as follows:
If we had experienced a Change of Control as of December 31, 2010, we would have had to pay to the named executive officers the following amounts:
Executive
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Change of Control Payment ($)
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Value of Accelerated Options ($) (1)
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Value of Accelerated Performance Stock Units ($) (2)
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Value of Accelerated Restricted Stock Units ($)
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18 Mo. COBRA Benefit
($) (3)
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280G Gross Up Payment ($) (4)
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Total
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Julio M. Quintana (5)
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4,725,000
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1,028,969
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1,144,948
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1,762,871
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26,722
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2,246,128
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10,934,638
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Fernando R. Assing (6)
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1,080,000
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471,757
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--
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606,108
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26,722
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464,656
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2,649,243
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Jeffrey L. Foster (6)
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1,380,000
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379,907
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435,112
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685,492
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26,722
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773,351
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3,680,584
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Robert L. Kayl (6)
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1,220,000
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311,599
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336,656
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621,448
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23,701
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584,248
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2,997,652
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Dietmar J. Neidhardt (6)
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441,000
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215,277
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--
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359,936
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23,701
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0
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1,039,914
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James A. Lank(6)
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962,500
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258,049
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304,896
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451,532
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26,722
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525,187
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2,528,886
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(1)
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The value of accelerated stock options upon a change of control has been calculated as the difference between the exercise price and the closing price of the shares on December 31, 2010, multiplied by the number of options vesting as a result of the change of control. Options with exercise prices above the market price on that date have not been taken into account.
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(2)
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The value of accelerated performance stock units upon a change of control has been calculated assuming target performance.
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(3)
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Each named executive officer is entitled to a lump sum payment equal to the cost of 18 months COBRA coverage.
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(4)
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In the event of a change of control effective December 31, 2010, it is estimated that the payments under employment agreements with Messrs. Quintana, Kayl, Foster, Assing and Lank would be subject to an excise tax as “excess parachute payments” under Section 280G of the Internal Revenue Code. Under their agreements, the Corporation will pay Messrs. Quintana, Kayl, Foster, Assing and Lank each an additional amount sufficient to cover the excise tax triggered under Section 4999 of the Internal Revenue Code, as well as any applicable federal, state income and employment taxes that may apply to the additional amounts paid. These amounts are represented by the “280G Gross-Up Amounts” in the table.
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(5)
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Mr. Quintana would receive change of control payments if he was employed by the Corporation at the time a change of control occurred. The calculations are based on the assumption that the change of control was a "Change of Control Event" within the meaning of Treasury Regulation 1.409A-3(i)(5).
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(6)
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Messrs. Assing, Foster, Kayl, Neidhardt and Lank would be entitled to change of control payments if their employment were terminated for good reason by the executive or without cause by the Corporation within 12 months of a change of control.
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PART IV
Item 15.
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Exhibits and Financial Statement Schedules
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(b)
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Exhibits
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Exhibit No.
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Description
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31.1
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Rule 13a-14(a)/15d-14(a) Certification, executed by Julio M. Quintana, President and Chief Executive Officer of Tesco Corporation
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31.2
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Rule 13a-14(a)/15d-14(a) Certification, executed by Robert L. Kayl, Senior Vice President and Chief Financial Officer of Tesco Corporation
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32
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Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Julio M. Quintana, President and Chief Executive Officer of Tesco Corporation and Robert L. Kayl, Senior Vice President and Chief Financial Officer of Tesco Corporation
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
TESCO CORPORATION
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By:
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/S/ JULIO M. QUINTANA
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Julio M. Quintana,
President and Chief Executive Officer
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Date: May 2, 2011
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Pursuant to the requirements of the Securities Exchange Act of 1934, this Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
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Title
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Date
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/S/ JULIO M. QUINTANA
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President and Chief Executive
Officer and Director
(Principal Executive Officer)
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May 2, 2011
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Julio M. Quintana
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/s/ ROBERT L. KAYL
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Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
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May 2, 2011
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Robert L. Kayl
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/s/ JOHN M. DODSON
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Principal Accounting Officer
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May 2, 2011
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John M. Dodson
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*
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Chairman of the Board
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May 2, 2011
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Norman W. Robertson
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*
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Director
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May 2, 2011
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Fred J. Dyment
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*
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Director
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May 2, 2011
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Gary L. Kott
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*
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Director
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May 2, 2011
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R. Vance Milligan
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*
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Director
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May 2, 2011
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John T. Reynolds
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*
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Director
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May 2, 2011
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Michael W. Sutherlin
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*
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Director
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May 2, 2011
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Clifton T. Weatherford
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*By
/S/ JULIO M. QUINTANA
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Attorney-in-Fact
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May 2, 2011
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Julio M. Quintana