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8-K
Rosetta
Resources Inc. filed
this Form 8-K on 05/19/06
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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FORM
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities and Exchange Act of
1934.
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Date
of Report: December 14, 2006
(Date
of earliest event reported)
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Rosetta
Resources Inc.
(Exact
name of registrant as specified in its charter)
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TX
(State
or other jurisdiction
of
incorporation)
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000-51801
(Commission
File Number)
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43-2083519
(IRS
Employer
Identification
Number)
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717
Texas, Suite 2800
(Address
of principal executive offices)
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77002
(Zip
Code)
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7133354000
(Registrant's
telephone number, including area code)
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Not
Applicable
(Former
Name or Former Address, if changed since last report)
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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:
ྑ
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))
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Item
5.02. Departure of Directors or Principal Officers; Election of
Directors;
Appointment of Principal Officers
(a),
(b) and (c): not applicable.
(d):
On December 14, 2006, the board of directors of Rosetta Resources
Inc.
("Rosetta") elected Josiah O. Low, III, to be a member of the board
of
directors of Rosetta, which brings the total number of directors
of
Rosetta to six. Four of the six members of Rosetta's board of directors
are determined to be "independent" in accordance with the standards
promulgated by the NASDAQ Global Select Market and by the
Securities and Exchange Commission.
Mr.
Low, age 67, was a Senior Advisor at Credit Suisse First Boston,
formerly
Donaldson, Lufkin, and Jenrette, where Mr. Low led the corporate
finance
group as a Managing Director for over 15 years. Preceding
his position at Credit Suisse, Mr. Low was a founding Managing
Director of
Merrill Lynch Capital Markets Group. He has extensive investment
experience in the oil and gas finance sector throughout the United
States
including involvement with Mesa Petroleum, Houston Oil & Minerals, Big
Three Industries, Centex Oil & Gas, and other various drilling funds
during the late 1980’s.
Mr.
Low is a graduate of Williams College. He serves on the Board of
Directors
of Costar Group (NASDAQ) and other private corporations, as well
as
Audubon Connecticut’s Board of Directors and Petroleum Place, a private
service company to the oil and gas industry out of Denver,
Colorado.
In
connection with his election to be a member of Rosetta's board,
Mr. Low
will receive 1,800 shares of restricted common stock and fully-vested
options to purchase 10,000 shares of Rosetta's common stock at an
exercise price of $18.95 per share of common stock. In addition,
Mr. Low
elected to receive 923 shares of Rosetta common stock in lieu of
cash
Board retainer fees. Each of these grants is issued under Rosetta's
2005
Long-Term Incentive Plan. The restricted common stock will vest
over three
years: 25% on the first anniversary of the grant, 25% on the second
anniversary of the grant, and the remaining 50% on the third anniversary
of the grant. In addition to the grants described above, Mr. Low
is
eligible for the regular compensation paid by Rosetta to a non-employee
director, which will be prorated during his initial term.
A
copy of Rosetta's press release relating to this event is attached
to this
Current Report on Form 8-K as Exhibit 99.1.
Item
9.01. Financial Statements and Exhibits
(a)
Financial statements:
None
(b)
Pro forma financial information:
None
(c)
Shell company transactions:
None
(d)
Exhibits
99.1
"Rosetta Resources Inc. Names New Director to Board of
Directors"
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:
December 19, 2006
ROSETTA
RESOURCES INC.
By:
/s/ Michael J. Rosinski
Michael
J. Rosinski
Executive
Vice President & Chief Executive Officer
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