================================================================================ 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): November 13, 2006 -------------------- OIL STATES INTERNATIONAL, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 1-16337 76-0476605 (State or other jurisdiction (Commission File (I.R.S. Employer of incorporation or organization) Number) Identification No.) THREE ALLEN CENTER 333 CLAY STREET, SUITE 4620 HOUSTON, TEXAS 77002 (Address and zip code of principal executive offices) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 652-0582 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 8.01. OTHER EVENTS. On November 13, 2006, the Board of Directors, pursuant to a recommendation of its Compensation Committee, adopted a policy which changed the compensation of the Chairman of the Board of the Company. Under the revised policy, the Chairman is to receive, among other things, an annual retainer totaling $50,000 for the time served as Chairman. In addition, the policy provides that the Board Chairman is to receive other Compensation as a non-employee member of the Board of Directors. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits Exhibit Number Description of Document ------ ----------------------- 10.21 Non-Employee Director Compensation Summary - Oil States International, Inc. 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. Dated: November 15, 2006 OIL STATES INTERNATIONAL, INC. By: /s/ Robert W. Hampton -------------------------------------------- Name: Robert W. Hampton Title: Senior Vice President Accounting and Corporate Secretary INDEX TO EXHIBITS Exhibit Number Description of Document ------- ----------------------- 10.21 Non-Employee Director Compensation Summary - Oil States International, Inc.