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: July 6, 2007
(Date
of
earliest event reported)
Rosetta
Resources Inc.
(Exact
name of registrant as specified in its charter)
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DE
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000-51801
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43-2083519
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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717
Texas, Suite 2800
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77002
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(Address
of principal executive offices)
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(Zip
Code)
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713-335-4000
(Registrant's
telephone number, including area code)
Not
Applicable
(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:
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-4(c))
Item
1.01. Entry into a Material Definitive
Agreement.
On
July
9, 2007, the Board of Directors of Rosetta Resources Inc. (the “Company”)
announced that on July 6, 2007, it entered into a separation agreement (the
“Separation Agreement”) with B.A. Berilgen, the President and Chief Executive
Officer, Director and Chairman of the Board of Directors of the
Company. The Separation Agreement followed discussions with Mr.
Berilgen and the Board of Directors about a need for new leadership in the
chief
executive officer position.
The
Separation Agreement includes the following terms:
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Mr.
Berilgen’s immediate resignation as the President, Chief Executive
Officer, Director and Chairman of the Board of Directors of the Company
and, effective July 15, 2007, his resignation from all other positions
which Mr. Berilgen holds or occupies with any of the Company’s
subsidiaries or affiliates;
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Payment
by the Company to Mr. Berilgen (i) of his accrued and unpaid base
salary
and unused vacation days through July 15, 2007; (ii) a lump sum payment
of
$2,000,000 and (iii) $960,000 payable in twelve equal monthly installments
of $80,000, commencing on January 15,
2008;
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Agreement
by the Company to provide Mr. Berilgen with the right to continue
to
receive certain welfare benefits for three years after July 15,
2007;
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Agreement
by Mr. Berilgen to release the Company from any claims he may have
against
the Company or its affiliates, including claims relating to his employment
with the Company and his resignation, provided that the release will
not
affect any right Mr. Berilgen may have to seek indemnification under
the
Company’s articles of
incorporation;
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Agreement
by Mr. Berilgen to provisions regarding the proprietary nature of
the
Company’s confidential information, the non-disparagement of the Company,
and the non-solicitation of the Company’s employees;
and
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Agreement
by Mr. Berilgen to provide reasonable advice and consultation to
the
Company and the Board of Directors on an as needed basis. Mr.
Berilgen has specifically agreed to assist the Company and the Board
of
Directors in connection with matters involving Calpine
Corporation.
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This
description is qualified in full by the Separation Agreement, which is attached
to this Current Report on Form 8-K as Exhibit 10.1.
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Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements
of
Certain Officers.
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(b) On
July 9, 2007, the Board of Directors of the Company received the resignation
of
B.A. Berilgen as the President and Chief Executive Officer, Director and as
Chairman of the Board of Directors of the Company. The termination of
Mr. Berilgen is effective July 15, 2007. A description of the terms
of Mr. Berilgen’s resignation are included under Item 1.01.
(c) The
Nominating & Corporate Governance Committee is in the process of evaluating
candidates to succeed Mr. Berilgen. During the period before a
suitable successor is appointed, Mr. Charles Chambers, the Company’s current
Executive Vice President, Corporate Development, has been appointed as acting
Chief Executive Officer and President and will assume Mr. Berilgen’s duties and
responsibilities relating to those positions.
(d) The
Board of Directors has appointed Mr. D. Henry Houston, current Director and
member of the Company’s Audit Committee (Chairman), Compensation Committee, and
Nominating and Corporate Governance Committee, to be the Company’s Chairman of
the Board of Directors, which is a non-executive position. Mr.
Houston shall assume all non-executive duties and responsibilities with respect
to this position previously held by Mr. Berilgen.
Item
7.01. Regulation FD Disclosure.
On
July
9, 2007, the Company issued a press release announcing the resignation of Mr.
Berilgen as its President and Chief Executive Officer, Director and Chairman
of
the Board of Directors of the Company.
Mr.
Berilgen’s resignation followed discussions with Mr. Berilgen and the Board of
Directors about a need for new leadership in the chief executive officer
position. His resignation is not related to the acquisition of the
domestic oil and natural gas business from Calpine Corporation or the recently
filed challenge to that transaction by Calpine. As stated in Item
1.01, Mr. Berilgen has agreed to continue to assist as needed and advise the
Company and the Board of Directors in ongoing business matters, including
matters involving Calpine.
The
press
release is furnished as Exhibit 99.1 to this Current Report. The
press release shall not be deemed to be “filed” for the purposes of Section 18
of the Securities Exchange Act of 1934, as amended, and will not be incorporated
by reference into any registration statement filed under the Securities Act
of
1933, as amended, unless specifically identified therein as being incorporated
therein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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10.1
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Separation
Agreement, dated July 6, 2007, between Rosetta Resources Inc. and
B.A.
Berilgen.
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99.1
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Press
Release issued by the Company on July 9,
2007.
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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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Dated:
July 9, 2007
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ROSETTA
RESOURCES INC.
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By:
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/s/
Michael J. Rosinski
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Michael
J. Rosinski
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Executive
Vice President and Chief Financial
Officer
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Exhibit
Index
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Exhibit
No.
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Description
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10.1
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Separation
Agreement, dated July 6, 2007, between Rosetta Resources Inc. and
B.A.
Berilgen.
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99.1
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Press
Release issued by the Company on July 9,
2007.
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