As filed with the Securities and Exchange Commission on November 27, 2002
Registration No. ______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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PATTERSON-UTI ENERGY, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2504748
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
4510 Lamesa Highway, Snyder, Texas 79549
(Address of Principal Executive Offices) (Zip Code)
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JULY 20, 2001 STOCK OPTION AGREEMENTS
OF
PATTERSON-UTI ENERGY, INC.
(Full title of the Agreement(s))
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Cloyce A. Talbott
Chief Executive Officer
Patterson-UTI Energy, Inc.
4510 Lamesa Highway, Snyder, Texas 79549
(915) 574-6300
(Name, address and telephone number of agent for service)
Copies to:
Jonathan D. Nelson Michael W. Conlon
Chief Financial Officer and Vice President - Finance Fulbright & Jaworski L.L.P.
Patterson-UTI Energy, Inc. 1301 McKinney, Suite 5100
4510 Lamesa Highway Houston, Texas 77010-3095
Snyder, Texas 79549
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CALCULATION OF REGISTRATION FEE
Proposed maximum
Title of securities to Amount to be offering price per Proposed maximum aggregate Amount of
be registered registered (1) share (2) offering price (2) registration fee (2)
---------------------- -------------- ------------------ -------------------------- --------------------
Common Stock, par value
$.01 per share 24,000 shares $28.625 $687,000 $63.20
(1) Represents the aggregate number of shares which may be sold under the
(i) Stock Option Agreement made as of July 20, 2001 by and between
Patterson-UTI Energy, Inc. and Stephen J. DeGroat and (ii) Stock Option
Agreement made as of July 20, 2001 by and between Patterson-UTI
Energy, Inc. and Kenneth R. Peak (together, the "Stock Option
Agreements").
The maximum number of shares which may be sold upon exercise of options
granted under the Stock Option Agreements are subject to adjustment in
accordance with (i) the anti-dilution provisions of the Stock Option
Agreements; and (ii) the Stockholder Rights Plan dated January 2, 1997,
as amended, between Patterson Energy, Inc. and Continental Stock
Transfer & Trust Company ("Rights Agreement"). Accordingly, pursuant to
Rule 416 promulgated under the Securities Act of 1933, as amended
("Securities Act"), this Registration Statement registers, in addition
to the number of shares stated above, an indeterminate number of shares
which may be subject to grant or otherwise issuable by operation of the
anti-dilution provisions in the Stock Option Agreements or provisions
in the Rights Agreement.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act and based upon the
exercise price of the options granted pursuant to the Stock Option
Agreements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference in this
Registration Statement:
(a) Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2001, filed with the Commission on March
19, 2002;
(b) Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2002, filed with the Commission on May 14,
2002;
(c) Registrant's Current Report on Form 8-K filed with the
Commission on June 13, 2002;
(d) Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2002, filed with the Commission on July 24,
2002;
(e) Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2002, filed with the Commission on October
22, 2002;
(f) Description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A, which became
effective with the Commission on November 2, 1993; and
(g) Description of the Registrant's Preferred Stock Purchase
Rights contained in the Registrant's Registration Statement on
Form 8-A, which became effective on January 14, 1997.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), subsequent to the date of the filing of this Registration
Statement and prior to the filing of a post-effective amendment indicating that
all securities registered hereunder have been sold, or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL") allows a
corporation to indemnify directors, officers, employees and agents for costs and
expenses incurred by or in connection with an action, suit or proceeding brought
by reason of their position as a director, officer, employee or agent. The
person indemnified must have acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation. The
DGCL provides that a corporation may advance payment of expenses under certain
circumstances. The DGCL further provides that the indemnification and
advancement of expenses provisions of the DGCL will not be deemed exclusive of
any other rights of indemnification or advancement of expenses to which
directors, officers, employees and agents may be entitled under bylaw,
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agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in such person's official capacity and as to action in another
capacity while holding such office.
In addition to the general indemnification section, Delaware law
provides further protection for directors under Section 102(b)(7) of the DGCL.
This section allows a Delaware corporation to include in its certificate of
incorporation a provision that eliminates or limits the personal liability of a
director for monetary damages for breaches of the director's fiduciary duty of
care, provided that any such provision does not (in the words of the statute) do
any of the following:
Eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under
Section 174 of this Title [dealing with willful or negligent violation
of the statutory provision concerning dividends and stock purchases and
redemptions], or (iv) for any transaction from which the director
derived an improper personal benefit. No such provision shall eliminate
or limit the liability of a director for any act or omission occurring
prior to the date when such provision becomes effective....
The DGCL further empowers the board of directors to make other
indemnification as authorized under the certificate of incorporation, bylaws or
any corporate resolution or agreement so long as the indemnification is
consistent with the DGCL.
The Registrant's Restated Certificate of Incorporation provides that,
to the fullest extent permitted by the DGCL, a director of the Registrant will
not be liable to the Registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director. The Registrant's Amended and Restated
Bylaws provide that to the extent that a director, officer, employee or agent of
the Registrant is successful on the merits of defense of a suit or proceeding
brought against him by reason of his position within the Registrant, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred in connection with such action. In other circumstances, a director,
officer, employee or agent of the Registrant may be indemnified against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in and not opposed to the best interest of the Registrant, and, with respect
to a criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful; however, in an action or suit by or in the right of the
Registrant to procure a judgment in its favor, such person will not be
indemnified if he has been adjudged to be liable to the Registrant unless and
only to the extent that the Delaware Court of Chancery or the court in which
such action or suit was brought determines upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
the Court of Chancery or such other court deems proper. A determination that
indemnification is proper will be made by a majority of the Registrant's
disinterested directors, by independent legal counsel or by the stockholders of
the Registrant. The Registrant's Amended and Restated Bylaws also provide that
the Registrant may advance the payment of expenses and that the indemnification
and advancement of expense
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provisions of the bylaws are nonexclusive. The Registrant maintains director and
officer liability insurance covering director and officer indemnification.
The Registrant also has an Indemnity Agreement with each of its
directors and executive officers. The standard for indemnification under the
Indemnity Agreement is substantially the same as under the Registrant's Amended
and Restated Bylaws. The Indemnity Agreement, however, provides for the creation
of a trust account in the event of a "change in control" (as defined in the
Indemnity Agreement), funded in an amount sufficient to reasonably satisfy any
and all expenses incurred by a director or executive officer in connection with
investigating, preparing for, participating in, and/or defending any proceeding
relating to any Indemnifiable Event (as defined in the Indemnity Agreement). The
trustee of such trust account is to be selected by the director or executive
officer receiving the indemnity under the Indemnity Agreement.
In addition, in the Agreement and Plan of Merger between Patterson
Energy, Inc. and UTI Energy Corp. dated as of February 4, 2001, pursuant to
which UTI Energy Corp. ("UTI") merged with and into Patterson Energy, Inc.
("Patterson") with the Registrant as the surviving corporation ("Merger"), the
Registrant agreed to indemnify the former officers and directors of UTI from
liabilities arising out of actions or omissions in their capacity as such prior
to the effective time of the Merger, and advance reasonable litigation expenses
incurred in connection with such actions or omissions, to the full extent
permitted under UTI's certificate of incorporation and bylaws. Further, for a
period of six years after the effective time of the Merger, the Registrant will
provide UTI's officers and directors with an insurance and indemnification
policy that provides coverage through the effective time of the Merger; provided
that the maximum aggregate amount of premiums that the Registrant will be
required to pay to provide and maintain this coverage does not exceed $300,000
per year.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation (1)
4.1.1 Certificate of Correction of Restated Certificate of
Incorporation (2)
4.2 Amended and Restated Bylaws (2)
4.3 Rights Agreement dated January 2, 1997, between
Patterson Energy, Inc. and Continental Stock Transfer &
Trust Company, as rights agent (3)
4.3.1 Amendment to Rights Agreement dated as of October 23,
2001 (4)
4.4 Stock Option Agreement made as of July 20, 2001 between
Patterson-UTI Energy, Inc. and Stephen J. DeGroat
4.5 Stock Option Agreement made as of July 20, 2001 between
Patterson-UTI Energy, Inc. and Kenneth R. Peak
5.1 Opinion of Fulbright & Jaworski L.L.P.
23.1 Consent of Independent Accountants,
PricewaterhouseCoopers LLP
23.2 Consent of Independent Auditors, Ernst & Young LLP
23.3 Consent of Fulbright & Jaworski L.L.P. (included in
Exhibit 5.1)
24.1 Power of Attorney (5)
(1) Incorporated herein by reference to Item 7, "Financial Statements and
Exhibits" to Form 8-K dated and filed on May 8, 2001.
(2) Incorporated herein by reference to Item 14, "Exhibits, Financial
Statement Schedules and Reports on Form 8-K" to Form 10-K dated
December 31, 2001 and filed on March 19, 2002.
(3) Incorporated herein by reference to Item 2, "Exhibits" to Registration
Statement on Form 8-A, filed on January 14, 1997.
(4) Incorporated herein by reference to Item 6, "Exhibits and Reports on
Form 8-K" to Form 10-Q for the quarterly period ended September 30,
2001, filed on October 31, 2001.
(5) Included in the signature page to this Registration Statement.
ITEM 9. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect
in the prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement. Notwithstanding the
foregoing, any decrease or increase in volume of securities offered (if the
total dollar value of the securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
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maximum offering range may be reflected in the form of a prospectus filed with
the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in this
Registration Statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; provided, however, that clauses (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
clauses is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended ("Exchange Act") that are
incorporated by reference in this Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the termination of
the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 6 above or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Snyder, State of Texas, on the 27th day of
November, 2002.
PATTERSON-UTI ENERGY, INC.
By: /s/ CLOYCE A. TALBOTT
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Cloyce A. Talbott
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Cloyce A. Talbott and A. Glenn Patterson,
or either of them, severally, as his/her attorney-in-fact and agent, with full
power of substitution and resubstitution, for him/her and in his/her name,
place, and stead, in any and all capacities, to sign any and all post-effective
amendments to this Registration Statement, and to file the same with all
exhibits hereto, and all other documents in connection herewith, with the
Commission, granting unto said attorney-in-fact and agent, and either of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he/she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 27th day of November, 2002.
SIGNATURE TITLE
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/s/ CLOYCE A. TALBOTT Chief Executive Officer, Director (principal executive
------------------------------------------- officer)
Cloyce A. Talbott
/s/ JONATHAN D. NELSON Vice President-Finance, Chief Financial Officer,
------------------------------------------- Secretary, Treasurer (principal financial officer and
Jonathan D. Nelson principal accounting officer)
/s/ MARK S. SIEGEL Chairman of the Board, Director
-------------------------------------------
Mark S. Siegel
/s/ A. GLENN PATTERSON President, Chief Operating Officer, Director
-------------------------------------------
A. Glenn Patterson
/s/ KENNETH N. BERNS Director
-------------------------------------------
Kenneth N. Berns
/s/ STEPHEN J. DEGROAT Director
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Stephen J. DeGroat
/s/ ROBERT C. GIST Director
-------------------------------------------
Robert C. Gist
/s/ CURTIS W. HUFF Director
-------------------------------------------
Curtis W. Huff
/s/ KENNETH R. PEAK Director
-------------------------------------------
Kenneth R. Peak
/s/ NADINE C. SMITH Director
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Nadine C. Smith
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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4.1 Restated Certificate of Incorporation (1)
4.1.1 Certificate of Correction of Restated Certificate of
Incorporation (2)
4.2 Amended and Restated Bylaws (2)
4.3 Rights Agreement dated January 2, 1997, between
Patterson Energy, Inc. and Continental Stock Transfer &
Trust Company, as rights agent (3)
4.3.1 Amendment to Rights Agreement dated as of October 23,
2001 (4)
4.4 Stock Option Agreement made as of July 20, 2001 between
Patterson-UTI Energy, Inc. and Stephen J. DeGroat
4.5 Stock Option Agreement made as of July 20, 2001 between
Patterson-UTI Energy, Inc. and Kenneth R. Peak
5.1 Opinion of Fulbright & Jaworski L.L.P.
23.1 Consent of Independent Accountants,
PricewaterhouseCoopers LLP
23.2 Consent of Independent Auditors, Ernst & Young LLP
23.3 Consent of Fulbright & Jaworski L.L.P. (included in
Exhibit 5.1)
24.1 Power of Attorney (5)
(1) Incorporated herein by reference to Item 7, "Financial Statements and
Exhibits" to Form 8-K dated and filed on May 8, 2001.
(2) Incorporated herein by reference to Item 14, "Exhibits, Financial
Statement Schedules and Reports on Form 8-K" to Form 10-K dated
December 31, 2001 and filed on March 19, 2002.
(3) Incorporated herein by reference to Item 2, "Exhibits" to Registration
Statement on Form 8-A, filed on January 14, 1997.
(4) Incorporated herein by reference to Item 6, "Exhibits and Reports on
Form 8-K" to Form 10-Q for the quarterly period ended September 30,
2001, filed on October 31, 2001.
(5) Included in the signature page to this Registration Statement.