8-K 1 form8k08252004.txt FORM 8-K 8-25-2004 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): August 25, 2004 Unit Corporation (Exact name of registrant as specified in its charter) Oklahoma 1-9260 73-1283193 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 7130 South Lewis, Suite 1000, Tulsa, Oklahoma 74136 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (918) 493-7700 Not Applicable (Former name or former address, if changed since last report) 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 1.01 Entry into a Material Definitive Agreement. ------------------------------------------- Effective August 25, 2004, the Board of Directors of Unit Corporation (the "Company") amended and restated the Company's 2000 Non-Employee Directors' Stock Option Plan (the "Plan"). Under the Plan, each non-employee director of the Company automatically receives an option to purchase 3,500 shares of common stock of the Company on the first business day following the day of each annual meeting of stockholders of the Company. The option exercise price is the fair market value of the Company's common stock on such date. The Plan was amended for the sole purpose of changing the time periods in which a non-employee director may exercise a stock option granted under the Plan after termination of service as a director. The following chart shows how such time periods were amended: Reason for Effect on Stock Termination Effect on Stock Options Options After Amendment of Service Before Amendment to the Plan to the Plan ----------- ---------------------------- ----------------------- Resignation Vested options are exercisable Vested options are exer- until the later of 90 days from cisable until the earlier the date of termination and the of 24 months from the date option expiration date. of termination and the Unvested options are immediately option expiration date. cancelled. Unvested options are immediately cancelled. Disability Same as Resignation. Same as Resignation. Retirement Same as Resignation. Same as Resignation. Death All options become fully vested All options become fully and are exercisable until the vested. Otherwise, same as later of two years from the date Resignation. of termination and the option expiration date. Removal for Same as Resignation. Vested options are exer- Cause cisable until the earlier of 30 days from the date of termination and the option expiration date. Unvested options are immediately cancelled. Other Vested options are exercisable Vested options are exer- Termination until the later of one year cisable until the earlier from the date of of one year from the termination and the option date of termination and expiration date. Unvested the option expiration options are immediately date. Unvested options cancelled. are immediately cancelled. Item 9.01 Financial Statements and Exhibits. ---------------------------------- (a) Financial Statements of Businesses Acquired. -------------------------------------------- Not Applicable. (b) Pro Forma Financial Information. -------------------------------- Not Applicable. 2 (c) Exhibits. --------- 10.1 Unit Corporation 2000 Non-Employee Directors' Stock Option Plan as Amended and Restated effective August 25, 2004 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. Unit Corporation Date: August 27, 2004 By: /s/ Mark E. Schell -------------------- Name: Mark E. Schell Title: Senior Vice President 3 EXHIBIT INDEX ------------- Exhibit No. Description 10.1 Unit Corporation 2000 Non-Employee Directors' Stock Option Plan as Amended and Restated effective August 25, 2004 4