As filed with the Securities and Exchange Commission on August 28, 2003
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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PATTERSON-UTI ENERGY, INC. AMENDED AND RESTATED 1997 LONG-TERM INCENTIVE PLAN
(Full title of the Plan(s))
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Cloyce A. Talbott
Chief Executive Officer
Patterson-UTI Energy, Inc.
4510 Lamesa Highway, Snyder, Texas 79549
(325) 574-6300
(Name, address and telephone number of agent for service)
Copies to:
Jonathan D. Nelson Michael W. Conlon
Chief Financial Officer, Vice President - Finance, Fulbright & Jaworski L.L.P.
Secretary and Treasurer 1301 McKinney, Suite 5100
Patterson-UTI Energy, Inc. Houston, Texas 77010-3095
4510 Lamesa Highway
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 4,450,000 shares $29.93 $133,188,500 $10,775
(1) Represents an increase in the number of shares authorized for issuance
under the Patterson-UTI Energy, Inc. Amended and Restated 1997
Long-Term Incentive Plan (the "1997 Plan") by amendments of the 1997
Plan approved on May 30, 2002 at the 2002 Annual Meeting of
Stockholders and April 30, 2003 at the 2003 Annual Meeting of
Stockholders. There are also registered hereby the following: (a) such
indeterminate number of shares of common stock as may become issuable
by reason of the anti-dilution provisions of the 1997 Plan, and (b)
preferred stock purchase rights which trade with, and are represented
by, the shares of common stock, pursuant to the Rights Agreement dated
January 2, 1997, as amended, between Patterson Energy, Inc. and
Continental Stock Transfer & Trust Company, as rights agent.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933 and based upon
the average of the high and low sales price of a share of common stock
of Patterson-UTI Energy, Inc. on NASDAQ on August 21, 2003.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
This Registration Statement registers additional securities of the same
class for which a registration statement on Form S-8 (Registration No.
333-60470), filed on May 8, 2001, and Post-Effective Amendment No. 1 to Form
S-8, filed on July 25, 2001, relating to the Patterson-UTI Energy, Inc. Amended
and Restated 1997 Long-Term Incentive Plan, are effective. Pursuant to
Instruction E of Form S-8, the contents of the prior registration statement and
post-effective amendment are incorporated herein by reference, except that Items
5, 6 and 8 are hereby superseded as set forth below.
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:
[E]liminate 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 maximum extent and in the manner permitted by the
DGCL, the Registrant shall indemnify its directors, officers, employees and
agents against expenses (including attorneys' fees), judgments, fines,
settlements and other amounts actually and reasonably incurred in connection
with any proceeding arising by reason of the fact that such person is or was an
agent of the Registrant, provided, however, that the Registrant may modify the
extent of such indemnification by individual contracts with its directors and
officers and, provided further, that the Registrant shall not be required to
indemnify any director or officer in connection with any proceeding (or part
thereof) initiated by such person unless (i) such indemnification is expressly
required to be made by law, (ii) the proceeding was authorized in advance by the
board of directors of the Registrant, (iii) such indemnification is provided by
the Registrant, in its sole discretion, pursuant to the powers vested in the
Registrant under the DGCL or (iv) such indemnification is required to be made
pursuant to an individual contract. The Registrant's Amended and Restated Bylaws
also provide that the Registrant may advance the payment of expenses, upon
receipt of an undertaking by or on behalf of such person to repay such amounts
if it should be determined ultimately that such person is not entitled to be
indemnified under the bylaws or otherwise, and that the indemnification and
advancement of expense provisions of the bylaws are nonexclusive. The Registrant
maintains director and officer liability insurance covering director and officer
indemnification.
The Registrant 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 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. with the Registrant as
the surviving corporation (the "UTI 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 UTI
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 UTI Merger, the Registrant will provide UTI's officers and
directors with an insurance and indemnification policy that provides coverage
for acts or omissions through the effective time of the UTI 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.
In the Agreement and Plan of Merger among TMBR/Sharp Drilling, Inc.
("TMBR/Sharp"), Patterson-UTI Acquisition, LLC and the Registrant dated as of
May 26, 2003, the Registrant agreed, from and after the effective time of the
merger (the "TMBR/Sharp Merger"), to indemnify the present and former officers,
directors and employees of TMBR/Sharp who act as a fiduciary under any of
TMBR/Sharp's employee benefit plans from liabilities arising out of in whole or
in part such person's acts or omissions as a director, officer or employee of
TMBR/Sharp. The Registrant also agreed to advance such persons the reasonable
litigation expenses in connection with investigating, preparing and defending
any action arising out of such acts or omissions. In addition, for a period of
six years after the effective time of the TMBR/Sharp Merger, the Registrant will
provide TMBR/Sharp's officers and directors with an insurance and
indemnification policy that provides coverage for acts or omissions through the
effective time of the TMBR/Sharp 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 $275,000 per year.
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ITEM 8. EXHIBITS.
4.1 Patterson-UTI Energy, Inc. Amended and Restated 1997
Long-Term Incentive Plan (1)
5.1 Opinion of Fulbright & Jaworski L.L.P.
23.1 Consent of Independent Auditors,
PricewaterhouseCoopers LLP
23.2 Consent of Independent Auditors, Ernst & Young LLP
23.3 Consent of Independent Petroleum Engineer, M. Brian
Wallace, P.E.
23.4 Consent of Fulbright & Jaworski L.L.P. (included in
Exhibit 5.1)
24.1 Power of Attorney (2)
(1) Incorporated herein by reference to Item 6, "Exhibits and Reports on
Form 8-K" to Form 10-Q for the quarterly period ended June 30, 2003,
filed on July 28, 2003.
(2) Included in the signature page to this Registration Statement.
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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 28th day of August,
2003.
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 28th day of August, 2003.
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
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Mark S. Siegel
/s/ A. GLENN PATTERSON President, Chief Operating Officer, Director
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A. Glenn Patterson
/s/ KENNETH N. BERNS Senior Vice President, Director
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Kenneth N. Berns
/s/ ROBERT C. GIST Director
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Robert C. Gist
/s/ CURTIS W. HUFF Director
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Curtis W. Huff
/s/ TERRY H. HUNT Director
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Terry H. Hunt
/s/ KENNETH R. PEAK Director
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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 Patterson-UTI Energy, Inc. Amended and Restated 1997
Long-Term Incentive Plan (1)
5.1 Opinion of Fulbright & Jaworski L.L.P.
23.1 Consent of Independent Auditors,
PricewaterhouseCoopers LLP
23.2 Consent of Independent Auditors, Ernst & Young LLP
23.3 Consent of Independent Petroleum Engineer, M. Brian
Wallace, P.E.
23.4 Consent of Fulbright & Jaworski L.L.P. (included in
Exhibit 5.1)
24.1 Power of Attorney (2)
(1) Incorporated herein by reference to Item 6, "Exhibits and Reports on
Form 8-K" to Form 10-Q for the quarterly period ended June 30, 2003,
filed on July 28, 2003.
(2) Included in the signature page to this Registration Statement.