8-K

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): June 13, 2013

ATWOOD OCEANICS, INC.

(Exact name of registrant as specified in its charter)

Texas	1-13167	74-1611874
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

15835 Park Ten Place Drive
Houston, Texas	77084
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (281) 749-7800

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 (see General Instruction A.2):

¨ 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.

As previously disclosed, on May 23, 2013, Atwood Oceanics, Inc. (the “Company”) entered into a stock purchase agreement (the “Purchase Agreement”) with Helmerich & Payne International Drilling Co. (“H&P”) pursuant to which the Company agreed to repurchase 2,000,000 shares of the Company’s common stock from H&P and to make a payment at closing to H&P of $107.1 million (the “Share Repurchase”). On June 13, 2013, the Company and H&P entered into an amendment (the “Amendment”) to the Purchase Agreement extending the closing date to June 27, 2013 and increasing the amount to be paid at closing to H&P by $200,000. A copy of the Amendment is filed as an exhibit to this Current Report.

Based on an amendment to H&P’s Schedule 13D, H&P has sold an additional 2,000,000 shares of the Company’s common stock in a block sale to a financial institution. Following the consummation of the Share Repurchase and assuming no other sales by H&P, H&P will own 4,000,000 shares of the Company’s common stock, or approximately 6.3% of the issued and outstanding shares of common stock of the Company. H&P is a wholly-owned subsidiary of Helmerich & Payne, Inc., a publicly-traded energy-oriented company primarily engaged in contract drilling of oil and gas wells both in the United States and internationally. Hans Helmerich, who has served on the Company’s board of directors since February 1989, serves as the President and Chief Executive Officer, as well as a director, of Helmerich & Payne, Inc.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1 First Amendment to Stock Purchase Agreement, dated June 13, 2013, by and among Atwood Oceanics, Inc. and Helmerich & Payne International Drilling Co.

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SIGNATURE

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.

ATWOOD OCEANICS, INC.
By:	/s/ Mark L. Mey
	Mark L. Mey
	Senior Vice President

Date: June 14, 2013

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EX-10.1

Exhibit 10.1

Execution Version

FIRST AMENDMENT TO

STOCK PURCHASE AGREEMENT

This FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”) dated as of June 13, 2013 is by and between Atwood Oceanics, Inc., a Texas corporation (the “Company”), and Helmerich & Payne International Drilling Co., a Delaware corporation (the “Seller”).

WHEREAS, on May 23, 2013, the Seller and the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”), pursuant to which the Seller agreed to sell to the Company and the Company agreed to purchase from the Seller an aggregate of 2,000,000 shares of Common Stock for a price per share of $53.53, with the closing of such purchase occurring on June 13, 2013; and

WHEREAS, the Seller and the Company desire to amend the Purchase Agreement to extend the closing to June 27, 2013 and, in consideration therefor, to increase the aggregate payment at closing by $200,000.

NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements set forth herein, the parties hereto hereby agree to amend the Purchase Agreement as follows:

ARTICLE 1

AMENDMENTS

Section 1.1 Amendment to Article 1. Section 1.2(a) of the Purchase Agreement is hereby amended to (a) change the reference to “June 13, 2013” to “June 27, 2013”; (b) add “, plus an aggregate amount equal to $200,000,” in clause (ii) before the parenthetical; and (c) change the reference to “$107,060,000” to “$107,260,000” in such parenthetical.

ARTICLE 2

GENERAL PROVISIONS

Section 2.1 Other Provisions of Purchase Agreement. Except as amended herein, the Purchase Agreement shall remain in full force and effect according to its original terms.

Section 2.2 Section Headings. The captions and headings appearing at the beginning of the various sections of this Amendment are for convenience of reference only and shall not be given any effect whatsoever in the construction or interpretation of this Amendment.

Section 2.3 Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any party may execute this Amendment by the delivery of a facsimile signature, which signature shall have the same force and effect as an original signature.

[Signature page follows.]

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed by its duly authorized officer as of the date first written above.

ATWOOD OCEANICS, INC.
By:	/s/ Walter A. Baker
Name:	Walter A. Baker
Title:	Vice President, General Counsel and Corporate Secretary
HELMERICH & PAYNE INTERNATIONAL DRILLING CO.
By:	/s/ Juan Pablo Tardio
Name:	Juan Pablo Tardio
Title:	Vice President and Treasurer

Signature Page to

First Amendment to Stock Purchase Agreement