SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): OCTOBER 30, 2003
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OIL STATES INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-16337 76-0476605
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation or organization) Number) Identification No.)
THREE ALLEN CENTER
333 CLAY STREET, SUITE 3460
HOUSTON, TEXAS 77002
(Address and zip code of principal
executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 652-0582
ITEM 5. OTHER EVENTS
On October 30, 2003, Oil States International, Inc. (the "Company") entered
into, and consummated the closing of, a credit agreement with Wells Fargo Bank
Texas, National Association and the lenders and other parties thereto (the
"Credit Agreement"), providing for a $225,000,000 revolving credit facility. The
Company has an option to increase the maximum borrowings under the Credit
Agreement to $250,000,000 prior to its maturity on October 30, 2007. Borrowings
under the Credit Agreement will be used to refinance existing bank indebtedness,
to fund future acquisitions and for general corporate purposes.
The Credit Agreement contains customary financial covenants. Borrowings under
the Credit Agreement are secured by a pledge of substantially all the assets of
the Company and its subsidiaries, and the Company's obligations under the Credit
Agreement are guaranteed by the Company's significant subsidiaries. Borrowings
under the Credit Agreement accrue interest at a rate equal to either LIBOR or
another benchmark interest rate (at the Company's election) plus an applicable
margin based on the Company's leverage ratio (as defined in the Credit
Agreement). The Company must pay a quarterly commitment fee, based on the
Company's leverage ratio, on the unused commitments under the Credit Agreement.
The Credit Agreement is attached hereto as Exhibit 10.12 and is incorporated
herein by this reference. The foregoing summary does not purport to be complete
and is qualified in its entirety by reference to Exhibit 10.12.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit No. Description
Exhibit 10.12 CREDIT AGREEMENT, dated as of October 30, 2003,
among Oil States International, Inc., the Lenders
named therein and Wells Fargo Bank Texas, National
Association, as Administrative Agent and U.S.
Collateral Agent; and Bank of Nova Scotia, as
Canadian Administrative Agent and Canadian Collateral
Agent; Hibernia National Bank and Royal Bank of
Canada, as Co-Syndication Agents and Bank One, NA and
Credit Lyonnais New York Branch, as Co-Documentation
Agents.
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.
Dated: November 3, 2003
OIL STATES INTERNATIONAL, INC.
By: /s/ CINDY B. TAYLOR
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Name: Cindy B. Taylor
Title: Senior Vice President and Chief Financial
Officer
INDEX TO EXHIBITS
Exhibit No. Description
Exhibit 10.12 CREDIT AGREEMENT, dated as of October 30, 2003, among Oil
States International, Inc., the Lenders named therein and
Wells Fargo Bank Texas, National Association, as
Administrative Agent and U.S. Collateral Agent; and Bank of
Nova Scotia, as Canadian Administrative Agent and Canadian
Collateral Agent; Hibernia National Bank and Royal Bank of
Canada, as Co-Syndication Agents and Bank One, NA and Credit
Lyonnais New York Branch, as Co-Documentation Agents.