-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M9ymqY/DPjY/sZBkp5+VpZLwgJI5TZBbEbUTfcLVxEBE9Tc/Yid3P/K0DWibNIIR B6fati+KQTOOQL8aYX8cTw== 0000950129-05-011052.txt : 20051115 0000950129-05-011052.hdr.sgml : 20051115 20051114180120 ACCESSION NUMBER: 0000950129-05-011052 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051110 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051115 DATE AS OF CHANGE: 20051114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PATTERSON UTI ENERGY INC CENTRAL INDEX KEY: 0000889900 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 752504748 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22664 FILM NUMBER: 051203592 BUSINESS ADDRESS: STREET 1: 4510 LAMESA HWY STREET 2: P O DRAWER 1416 CITY: SNYDER STATE: TX ZIP: 79549 BUSINESS PHONE: 9155731104 MAIL ADDRESS: STREET 1: P O DRAWER 1416 CITY: SNYDER STATE: TX ZIP: 79550 FORMER COMPANY: FORMER CONFORMED NAME: PATTERSON ENERGY INC DATE OF NAME CHANGE: 19940228 8-K 1 h30463e8vk.htm PATTERSON-UTI ENERGY, INC. e8vk
 

 
 
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): November 10, 2005
PATTERSON-UTI ENERGY, INC.
(Exact name of Registrant as specified in charter)
         
Delaware
(State or other
jurisdiction of
incorporation)
  0-22664
(Commission File Number)
  75-2504748
(I.R.S. Employer Identification No.)
     
4510 Lamesa Hwy.
Snyder, Texas
(Address of principal executive offices)
  79549
(Zip Code)
Registrant’s telephone number, including area code: (325) 574-6300
Former name or former address, if changed since last report: Not Applicable
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:
o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

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Item 8.01. Other Events.
     Patterson-UTI Energy, Inc. (the “Company”) announced on November 10, 2005 that as a result of information received by senior management of the Company on November 9, 2005, the Audit Committee of the Board of Directors of the Company has begun an investigation into unauthorized payments made by the Company for assets which were not delivered to the Company. The Audit Committee will engage legal counsel and forensic accountants to conduct the investigation. Based on preliminary findings, it appears that approximately $70 million may have been embezzled from the Company by Jonathan D. Nelson, a former officer of the Company, over a period of more than five years. Because the investigation is just beginning, the Company has not yet made a final determination as to the impact of these developments upon its previous financial results and assessment of financial controls. A copy of Patterson-UTI Energy, Inc.’s press release dated November 10, 2005 announcing the commencement of an internal investigation is attached as an exhibit hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
     
Exhibit No.   Description
 
   
99.1
  Press Release dated November 10, 2005 relating to the commencement of an internal investigation.
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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.
         
  PATTERSON-UTI ENERGY, INC.
 
 
Dated: November 14, 2005  By:   /s/ Kenneth N. Berns  
    Kenneth N. Berns   
    Senior Vice President   
 
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Exhibit Index
     
Exhibit No.   Description
 
   
       99.1
  Press Release dated November 10, 2005 relating to the commencement of an internal investigation.
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EX-99.1 2 h30463exv99w1.htm PRESS RELEASE exv99w1
 

Exhibit 99.1
         
For Immediate Release
  Contact:   John E. Vollmer III
 
      SVP and Chief Finance Officer
 
      Patterson-UTI Energy, Inc.
 
      (214) 360-7800
Patterson-UTI Announces Internal Investigation
     SNYDER, Texas — November 10, 2005 — PATTERSON-UTI ENERGY, INC. (NASDAQ: PTEN) announced today that as a result of information received by senior management of the Company on November 9, 2005, the Audit Committee of the Board of Directors of the Company has begun an investigation into unauthorized payments made by the Company for assets which were not delivered to the Company. The Audit Committee will engage legal counsel and forensic accountants to conduct the investigation. Based on preliminary findings, it appears that approximately $70 million may have been embezzled from the Company by a former officer over a period of more than five years. Because the investigation is just beginning, the Company has not yet made a final determination as to the impact of these developments upon its previous financial results and assessment of financial controls.
     The Company has advised the Securities and Exchange Commission of this matter and is in the process of advising appropriate criminal enforcement agencies. The Company intends to cooperate fully with these governmental authorities.
     About Patterson-UTI
     Patterson-UTI Energy, Inc. provides onshore contract drilling services to exploration and production companies in North America. The Company owns 403 land-based drilling rigs that operate primarily in the oil and natural gas producing regions of Texas, New Mexico, Oklahoma, Louisiana, Mississippi, Colorado, Utah, Wyoming, Montana, North Dakota, South Dakota and western Canada. Patterson-UTI Energy, Inc. is also engaged in the businesses of pressure pumping services and drilling and completion fluid services. Additionally, the Company has an exploration and production business.
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     Statements made in this press release which state the Company’s or management’s intentions, beliefs, expectations or predictions for the future are forward-looking statements. It is important to note that actual results could differ materially from those discussed in such forward-looking statements. Important factors that could cause actual results to differ materially include, but are not limited to, currently unknown facts that may develop as the investigation proceeds.
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