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~~September 18, 2014

INTEGRATED DRILLING EQUIPMENT HOLDINGS CORP.

(formerly Empeiria Acquisition Corp.)

(Exact name of registrant as specified in its charter)

Delaware	000-54417	27-5079295
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification
incorporation)		No.)

________________________

Delaware

(State or other jurisdiction of

incorporation)

000-54417

(Commission File Number)

27-5079295

(IRS Employer Identification No.)

25311 I-45
Woodpark Business Center, Bldg. 6
Spring, TX	77380
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (281) 465-9393

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))

Item 14.01 ~~Entry~~Changes ~~into~~in aRegistrant’s ~~Material~~Certifying ~~Definitive Agreement~~Accountant.

~~The~~On ~~discussion~~September ~~under~~18, ~~Item~~2014, Integrated 5Drilling Equipment Holdings Corp.02, ~~below~~a isDelaware corporation (the “Company”), dismissed PricewaterhouseCoopers ~~incorporated~~LLP ~~herein~~(“PwC”) as the Company’s independent registered public accounting firm effective immediately and, on September 23, 2014, engaged Whitley Penn LLP (“Whitley Penn”) to serve as the Company’s independent registered public accounting firm. The decision to change independent registered public accounting firms was approved by ~~reference~~the Audit Committee of the Company’s Board of Directors.

~~Item~~The ~~5.02~~reports ~~Departure~~ of ~~Directors~~PwC on orthe ~~Certain~~consolidated ~~Officers;~~financial ~~Election~~statements of ~~Directors;~~the ~~Appointment~~Company as of ~~Certain~~and ~~Officers;~~for ~~Compensatory~~the ~~Arrangements~~years ended December 31, 2013 and 2012 contained no adverse opinion or disclaimer of ~~Certain~~opinion, ~~Officers~~and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

OnDuring ~~July~~the ~~21,~~two ~~2014, James~~fiscal ~~Terry,~~years ~~age~~ended 60December 31, ~~was~~2013 ~~appointed~~and ~~Chief~~2012, ~~Executive~~and ~~Officer~~during ofthe ~~Integrated~~subsequent ~~Drilling~~interim ~~Equipment~~period ~~Holdings~~through ~~Corp.~~September 18, a2014, ~~Delaware corporation~~ (~~the “Company”~~i) ~~and~~there awere ~~member~~no disagreements ofwith ~~the~~PwC ~~Company’s~~on ~~Board~~any matter of ~~Directors.~~accounting Onprinciples ~~July~~or 22practices, ~~2014,~~financial ~~the~~statement ~~Company~~disclosure, ~~issued~~or aauditing ~~press~~scope or ~~release~~procedure ~~announcing~~that, ~~such~~if ~~appointment.~~not ~~Prior~~resolved to ~~his~~the ~~appointment,~~satisfaction ~~from~~of ~~January 23~~PwC, ~~2006~~would ~~until~~have ~~his~~caused ~~anticipated~~PwC ~~resignation~~to ~~takes~~make ~~effect on~~reference ~~August~~thereto ~~15,~~in ~~2014,~~their ~~James~~reports ~~Terry~~on the ~~served~~consolidated asfinancial ~~the~~statements ~~CEO~~for ~~and~~such ~~President,~~years and ~~was~~(ii) athere ~~member~~were ofno ~~the~~“reportable ~~board~~events” ofas ~~directors~~defined ~~of,~~in ~~Particle Drilling~~Item ~~Technologies~~ 304(~~“PDT”~~a).(1)(v) ~~PDT~~of isRegulation aS-K, ~~manufacturer~~except that as of ~~innovative~~December ~~well~~31, ~~drilling~~2013, ~~bits~~management's ~~and~~assessment ~~surface~~of ~~equipment~~the ~~used~~effectiveness inof ~~drilling~~the Company's ~~hard~~internal ~~rock~~control ~~formations.~~over ~~This~~financial ~~technology~~reporting ~~allows~~identified ~~the~~a ~~well~~material ~~driller~~weakness toin ~~cut~~the ~~through~~design ~~hard~~and ~~rock~~operation ~~formations~~of upthe toCompany’s 6Xinternal controls ~~faster~~over ~~than~~the ~~conventional drill~~recording ~~bits.~~and ~~Prior~~review toof ~~PDT,~~journal ~~Mr.~~entries ~~Terry~~for ~~served~~validity, asaccuracy aand ~~consultant~~completeness tofor ~~the~~substantially ~~oil~~all ~~and~~significant accounts. ~~gas~~Specifically, ~~drilling~~certain ~~services~~accounting ~~industry~~personnel ~~from~~have ~~September~~the ~~2005~~ability to ~~January~~ ~~2006,~~prepare and ~~was~~post ~~the~~journal ~~Vice~~entries ~~President~~without ofan ~~Drilling~~independent review ~~Services~~that atis ~~Weatherford~~designed ~~International~~with ~~from~~sufficient ~~January~~rigor ~~2003~~and precision to ~~September~~prevent ~~2005~~or detect an error. ~~Weatherford~~ ~~International~~While isthis ~~one~~control ofdeficiency ~~the~~did ~~largest~~not result ~~global~~in ~~providers~~any ofaudit ~~innovative~~adjustments ~~mechanical~~for ~~solutions~~the year ended December 31, ~~technology~~2013, ~~and~~this ~~services~~control ~~for the~~deficiency ~~drilling~~could ~~and~~result ~~production~~in ~~sectors~~a misstatement of substantially ~~the~~all ~~oil~~financial ~~and~~statement ~~gas~~accounts ~~industry.~~that Atwould ~~Weatherford,~~result ~~Mr.~~in ~~Terry~~a ~~led~~material misstatement to the ~~effort~~annual toor ~~consolidate,~~interim ~~develop~~consolidated ~~and~~financial ~~improve~~statements ~~the~~and ~~performance~~disclosures ofthat ~~well~~would ~~construction~~be ~~products~~not ~~and~~be ~~services~~prevented byor ~~strategically~~detected. ~~aligning~~PwC ~~synergistic~~discussed ~~product~~this ~~lines~~control indeficiency ~~order~~with the toAudit ~~improve~~Committee ~~both~~of ~~their~~the ~~financial~~Company’s ~~and~~Board ~~operational~~of ~~performance.~~Directors ~~His~~and ~~duties~~the atAudit ~~Weatherford~~Committee ~~included~~has ~~responsibility~~authorized ~~for~~PwC ~~all~~to ~~phases~~discuss ofsuch control deficiency ~~new~~with ~~product~~Whitley ~~and~~Penn, ~~service~~the ~~development~~Company’s ~~from~~new ~~inception~~independent ~~through~~registered ~~commercialization,~~public ~~which~~accounting infirm, ~~some~~and ~~cases~~to ~~included~~respond ~~securing~~fully ~~project~~to ~~funding~~any inquiries ~~from~~of ~~customers~~Whitley Penn regarding such control deficiency.

~~From~~The ~~March 1994 until January 2003, Mr. Terry was employed by Halliburton~~ Company, ~~the last three of those years as Director—Advanced Well Construction~~requested ~~Systems~~that ~~where~~PwC hefurnish ~~was~~ the ~~lead~~Company ~~inventor~~with of a ~~step~~letter ~~change~~addressed ~~advanced well construction system. Prior~~ to ~~joining~~the ~~Halliburton~~Securities inand ~~March 1994,~~Exchange ~~Mr.~~Commission ~~Terry~~stating ~~served~~whether asor ~~Regional~~not ~~Vice~~it ~~President~~agrees with ~~for~~the ~~Smith~~above ~~International in Singapore~~statements. HeA ~~was~~copy ~~responsible for all~~ of ~~Smith~~PwC’s ~~activities~~ ~~in the Asia Pacific~~letter, ~~Middle~~dated ~~East~~September ~~and East Africa regions. Mr. Terry began his career at Eastman Whipstock~~24, ~~which was acquired by Baker Hughes in 1990. Following Baker Hughes’ acquisition of Eastman Whipstock in 1990~~2014, ~~Mr.~~is ~~Terry~~filed ~~joined~~as ~~Smith International.~~Exhibit Mr16.1 ~~Terry~~to ~~resides~~this inForm ~~Houston, Texas and holds a BA in Business from San Francisco State University~~8-K. He is a member of the Society of Petroleum Engineers, the Independent Petroleum Association of America, the American Association of Drilling Engineers and the International Association of Drilling Contractors.

~~Mr.~~During ~~Terry~~the ~~was~~two ~~appointed~~fiscal ayears ~~member~~ended ofDecember ~~the~~31, ~~Company’s~~2013 ~~Board~~and of2012, ~~Directors~~and (during the ~~“Board”)~~subsequent ininterim ~~accordance~~period ~~with~~through ~~the~~September ~~requirements~~23, of2014, the ~~Amended~~ ~~and~~Company ~~Restated~~has ~~Voting~~not consulted ~~Agreement,~~with ~~dated~~Whitley ~~April~~Penn 7,regarding ~~2014,~~either ~~among~~(i) the ~~Company,~~application ~~Empeiria~~of ~~Investors,~~accounting ~~LLC,~~principles ~~Stephen~~to D.a ~~Cope~~specified transaction, ~~and~~either ~~the~~completed ~~other~~or ~~parties~~proposed; ~~listed~~or on the ~~signature~~type ~~pages~~of ~~thereto.~~audit ~~Given~~opinion ~~Mr.~~that ~~Terry’s~~might ~~extensive~~be ~~background~~rendered inon the ~~drilling~~Company’s ~~industry~~financial statements, ~~the~~and neither a written ~~Board~~report ~~believes~~was ~~Mr.~~provided ~~Terry~~to ~~brings~~the aCompany ~~wealth~~or oforal ~~knowledge~~advice ~~and~~was aprovided ~~genuine~~that ~~understanding~~Whitley ofPenn concluded was an important factor considered by the ~~industry~~Company in reaching a decision as to the ~~Board.~~accounting, ~~His~~auditing ~~past~~or ~~experience with~~financial ~~both~~reporting ~~product~~issue; ~~development~~or ~~and~~(ii) ~~aligning~~any ~~product~~matter ~~offerings~~that towas ~~improve~~either the ~~financial~~subject ~~performance~~of ~~will~~a bedisagreement, ~~useful.~~as Asthat aterm ~~CEO~~is ofdefined ~~the~~in ~~Company he~~Regulation ~~will~~S-K ~~bring~~304(a)(1)(iv) toand the ~~Board~~related instructions to Regulation S-K 304, or a ~~unique~~reportable ~~understanding~~event, ofas ~~the~~that ~~Company’s~~term ~~operations~~is defined in Regulation S-K 304(a)(1)(v).

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In connection with Mr. Terry’s appointment as Chief Executive Officer, the Company entered into an Employment Agreement with Mr. Terry on July 18, 2014 (to be effective July 21, 2014) (the “Employment Agreement”). The Employment Agreement provides for an initial term of three years, with automatic one year renewals at the end of the initial three year term unless either party has given notice of nonrenewal at least 30 days prior to the expiration of the initial term or any renewal term. Pursuant to the Employment Agreement Mr. Terry will receive an annual base salary of $360,000 which may be reviewed annually, but not decreased, except in the event of a reduction in salaries of Company executives generally. In addition, Mr. Terry is entitled to a guaranteed bonus for 2014 in the amount of $65,000. Beginning with the 2015 calendar year, Mr. Terry will be eligible to receive an annual cash incentive bonus. His target annual bonus is equal to 50% of his base salary subject to the achievement of certain performance objectives. In addition, Mr. Terry may be eligible to receive a supplemental cash bonus in an amount up to 50% of his base salary upon the achievement of a higher set of performance objectives. Subject to the board of directors’ approval, the Employment Agreement provides that Mr. Terry is eligible to be awarded an option to purchase 250,000 shares of the Company’s common stock.

The Employment Agreement provides that in the event Mr. Terry’s employment is terminated Without Cause by the Company or by Mr. Terry for Good Reason (as such terms are defined in the Employment Agreement) then in addition to his right to accrued compensation and benefits through the date of termination, Mr. Terry will be entitled to receive in cash (i) an amount equal to his then current annual base salary, payable within 10 days following his termination date, (ii) an amount equal to his target bonus, payable on the 60th day following the date of his termination, and (iii) an amount equal to twelve times the Company’s portion of the monthly cost of maintaining health benefits for Mr. Terry and his spouse and dependents. In addition to the foregoing cash payments, in the event Mr. Terry’s employment is terminated by the Company Without Cause or by Mr. Terry for Good Reason, on the 60th day following the date of his termination of employment all of Mr. Terry’s outstanding time-vested equity awards will fully vets and become non-forfeitable.

The Employment Agreement also contains customary confidentiality provisions and Mr. Terry agrees that during his employment term and for one year thereafter he will not compete with the Company nor hire or attempt to hire any employees of the Company or solicit or attempt to induce any suppliers or customers of the Company to terminate or modify their relationship with the Company.

The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated into this Item 5.02 by reference.

Item 7.01 Regulation FD Disclosure.

On July 22, 2014, the Company issued a press release announcing that effective immediately James Terry, age 60, had been appointed Chief Executive Officer of the Company and a member of the Company’s Board of Directors. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated into this Item 7.01 by reference.

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Item 9.01 Financial Statements and Exhibits.

Sub Item (d): Exhibits.

The following exhibits are provided herewith:

Exhibit Number	Description	~~Description~~
10.1		Employment Agreement, dated as of July 18, 2014, between Integrated Drilling Equipment Holdings Corp. and James Terry.
16.1	Letter from PricewaterhouseCoopers LLP, dated September 24, 2014.
99.1		Press Release of Integrated Drilling Equipment Holdings Corp. issued July 22, 2014.

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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.

Date: July 23, 2014	Integrated Drilling Equipment Holdings Corp.
Date: September 24, 2014	Integrated Drilling Equipment Holdings Corp.
	By:	/s/ Michael Dion
		Name: Michael Dion
		Title: Chief Financial Officer

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