0001437749-13-013661.txt : 20131031 0001437749-13-013661.hdr.sgml : 20131031 20131031115436 ACCESSION NUMBER: 0001437749-13-013661 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20130331 FILED AS OF DATE: 20131031 DATE AS OF CHANGE: 20131031 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OIL STATES INTERNATIONAL, INC CENTRAL INDEX KEY: 0001121484 STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [3533] IRS NUMBER: 760476605 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-16337 FILM NUMBER: 131181540 BUSINESS ADDRESS: STREET 1: THREE ALLEN CENTER STREET 2: 333 CLAY STREET, SUITE 4620 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-652-0582 MAIL ADDRESS: STREET 1: THREE ALLEN CENTER STREET 2: 333 CLAY STREET, SUITE 4620 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: OIL STATES INTERNATIONAL INC DATE OF NAME CHANGE: 20000808 10-Q/A 1 ois20131030_10qa.htm FORM 10-Q/A ois20131030_10qa.htm

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A

(Amendment No. 1)

 

(Mark One)

 

[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

   

For the quarterly period ended March 31, 2013

 

OR

 

[ ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

     
   

For the transition period from _________________________ to                          

 

Commission file number: 001-16337

 

OIL STATES INTERNATIONAL, INC.

_______________

 

(Exact name of registrant as specified in its charter)

 

Delaware

76-0476605

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

   

Three Allen Center, 333 Clay Street, Suite 4620,

77002

Houston, Texas

(Zip Code)

(Address of principal executive offices)

  

 

(713) 652-0582

(Registrant’s telephone number, including area code)

None

(Former name, former address and former fiscal year,

if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

                  YES [ X ]

NO [ ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files)

                  YES [X]

NO [ ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "accelerated filer," "large accelerated filer" and "smaller reporting company in Rule 12b-2 of the Exchange Act.

(Check one):

Large Accelerated Filer [X]  

Accelerated Filer [ ]

 

 

Non-Accelerated Filer [ ] (Do not check if a smaller reporting company)           

Smaller Reporting Company [ ]

                              

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

                  YES [ ]

NO [X ]

 

The Registrant had 54,963,080 shares of common stock, par value $0.01, outstanding and 3,837,938 shares of treasury stock as of April 24, 2013.

 

 

 
 
 

 

EXPLANATORY NOTE

 

This Amendment No. 1 (this "Amendment") to our Current Report on Form 10-Q for the three months ended March 31, 2013 filed with the Securities and Exchange Commission on April 25, 2013 (the "Original Filing") is filed to disclose information in connection with Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012. Other than this additional compliance disclosure in “Part II. Item 5. Other Information” and the additional exhibits in “Part II. Item 6. Exhibits,” no part of the Original Filing is amended hereby, and this Amendment does not reflect events that have occurred after the Original Filing.

 

PART II -- OTHER INFORMATION

 

ITEM 5. Other Information

 

Disclosure under Section 13(r) of the Exchange Act

 

The Iran Threat Reduction and Syria Human Rights Act of 2012, signed into law by President Obama on August 10, 2012, added a new Section 13(r) to the Exchange Act, which requires us to disclose whether the Company or any of its affiliates has engaged in certain Iran-related activities during the reporting period. In the first quarter of 2013, our wholly-owned Singaporean subsidiary, Oil States (Asia) Ptd Ltd ("Oil States (Asia)"), made two shipments and received one payment in connection with a prior transaction for the sale of riser pipe and associated material to a United Arab Emirates company, for ultimate use in the South Pars Gas Field. This field is controlled and mandated by Pars Oil & Gas Co, an entity designated in December 2010 by the Office of Foreign Assets Control (OFAC) as being owned or controlled by the Government of Iran. The transaction that is the subject of this disclosure commenced at a time when Oil States (Asia) was not subject to the Iranian Transactions and Sanctions Regulations, 31 C.F.R. Part 560 (ITSR). The total value of Oil States (Asia)’s transaction was approximately $4.2 million, for which it received an estimated net profit of $0.4 million. The payment that Oil States (Asia) received during the reporting period totaled approximately $2.03 million. Except for the receipt of two final payments from its customer during April 2013, Oil States (Asia) completed the transaction in accordance with and during the validity period of the wind-down general license of ITSR Section 560.555, which expired on March 8, 2013. Oil States (Asia) has wound down its Iran-related business, and voluntary self-disclosures have been submitted to OFAC and the State Department about this transaction.

 

 
 
 

 

ITEM 6. Exhibits

 

Item 6 of the Original Filing is amended by the addition of the following exhibits:

 

(a)

INDEX OF EXHIBITS

 

Exhibit No.

 

Description

       
 

31.1*

—

Certification of Chief Executive Officer of Oil States International, Inc. pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934.

       
 

31.2*

—

Certification of Chief Financial Officer of Oil States International, Inc. pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934.

       
 

32.1**

—

Certification of Chief Executive Officer of Oil States International, Inc. pursuant to Rules 13a-14(b) or 15d-14(b) under the Securities Exchange Act of 1934.

       
 

32.2**

—

Certification of Chief Financial Officer of Oil States International, Inc. pursuant to Rules 13a-14(b) or 15d-14(b) under the Securities Exchange Act of 1934.

       

---------

*       Filed herewith.

**       Furnished herewith

 

 
 
 

 

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 thereunto duly authorized.

 

OIL STATES INTERNATIONAL, INC.

 

Date:    October 31, 2013    By: /s/ BRADLEY J. DODSON  
    Bradley J. Dodson  
    Senior Vice President, Chief Financial Officer and  
   

Treasurer (Duly Authorized Officer and Principal Financial Officer)

  

 

 

Date:    October 31, 2013    By: /s/ ROBERT W. HAMPTON  
    Robert W. Hampton  
    Senior Vice President -- Accounting and  
   

Secretary (Duly Authorized Officer and Chief Accounting Officer)

  

 

 

 

 

 EX-31 2 ex31-1.htm EXHIBIT 31.1 ex31-1.htm

EXHIBIT 31.1

 

CERTIFICATION OF

CHIEF EXECUTIVE OFFICER

OF OIL STATES INTERNATIONAL, INC.

PURSUANT TO RULE 13a–14(a) UNDER THE

SECURITIES EXCHANGE ACT OF 1934

 

 

I, Cindy B. Taylor, certify that:

 

 

1.

I have reviewed this Quarterly Report on Form 10-Q/A of Oil States International, Inc. (Registrant);

 

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

 

 

4.

The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the Registrant and have:

 

 

a.

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

b.

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

c.

evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

d.

disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

  

 

5.

The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s Board of Directors (or persons performing the equivalent functions):

 

 

a.

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

 

 

b.

any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

 

Date: October 31, 2013

    /s/ Cindy B. Taylor   
    Cindy B. Taylor    
    President and Chief Executive Officer       
 EX-31 3 ex31-2.htm EXHIBIT 31.2 ex31-2.htm

EXHIBIT 31.2

 

CERTIFICATION OF

CHIEF FINANCIAL OFFICER

OF OIL STATES INTERNATIONAL, INC.

PURSUANT TO RULE 13a–14(a) UNDER THE

SECURITIES EXCHANGE ACT OF 1934

 

 

I, Bradley J. Dodson, certify that:

 

 

1.

I have reviewed this Quarterly Report on Form 10-Q/A of Oil States International, Inc. (Registrant);

 

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

 

 

4.

The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the Registrant and have:

 

 

a.

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

b.

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

c.

evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

d.

disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

  

 

5.

The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s Board of Directors (or persons performing the equivalent functions):

 

 

a.

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

 

 

b.

any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

 

Date: October 31, 2013

 

  By: /s/ Bradley J. Dodson  
    Bradley J. Dodson  
    Senior Vice President, Chief Financial Officer  
    and Treasurer  

      

 EX-32 4 ex32-1.htm EXHIBIT 32.1 ex32-1.htm

EXHIBIT 32.1

 

CERTIFICATION OF

CHIEF EXECUTIVE OFFICER

OF OIL STATES INTERNATIONAL, INC.

PURSUANT TO 18 U.S.C. § 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

 

In connection with the Quarterly Report on Form 10-Q/A for the quarterly period ended March 31, 2013 filed with the Securities and Exchange Commission (the “Report”), I, Cindy B. Taylor, President and Chief Executive Officer of Oil States International, Inc. (the “Company”), hereby certify, to the best of my knowledge, that:

 

 

1.

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

 

2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

     
        
    /s/ Cindy B. Taylor  
    Name:     Cindy B. Taylor  
    Date:       October 31, 2013  

 

 

 

 

 EX-32 5 ex32-2.htm EXHIBIT 32.2 ex32-2.htm

EXHIBIT 32.2

 

CERTIFICATION OF

CHIEF FINANCIAL OFFICER

OF OIL STATES INTERNATIONAL, INC.

PURSUANT TO 18 U.S.C. § 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report on Form 10-Q/A for the quarterly period ended March 31, 2013 filed with the Securities and Exchange Commission (the “Report”), I, Bradley J. Dodson, Senior Vice President, Chief Financial Officer and Treasurer of Oil States International, Inc. (the “Company”), hereby certify, to the best of my knowledge, that:

 

 

1.

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

 

2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

        
    /s/ Bradley J. Dodson  
    Name:   Bradley J. Dodson  
    Date:     October 31, 2013