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 (Date of earliest event reported): July 15, 2008
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
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
(d): On
July 15, 2008, the board of directors of Rosetta Resources Inc. ("Rosetta")
appointed Philip L. "Phil" Frederickson, to be a member of the board of
directors of Rosetta, which brings the total number of directors of Rosetta to
six.
In
addition to serving on the Board of Directors, Mr. Frederickson is also expected
to be named a member of the Audit Committee, the Compensation Committee and the
Nominating and Corporate Governance Committee of Rosetta. Mr. Frederickson
qualifies as an "independent" director, and his expected appointment to the
above committees is in accordance with the standards promulgated by the
NASDAQ Global Select Market and by the Securities and Exchange
Commission.
In
connection with his appointment to be a member of Rosetta's board, Frederickson
will receive 3,500 shares of restricted common stock and fully-vested
options to purchase 5,000 shares of Rosetta's common stock at an exercise price
equal to fair market value (average of high and low trading prices) on July 14,
2008. In addition, Frederickson may elect to receive 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 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, Frederickson 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"
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 15, 2008
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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 & Chief Financial
Officer
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Exhibit
Index
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Exhibit
No.
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Description
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99.1
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Press
Release dated July 15, 2008.
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