-----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, OLfbQ4cyAXEP4H/6SCsTGipFtuobTCJgAqLJdz5F9i2r7442wxsIDbPUMP5vuCGn HTGaL+CzjxbbCmqHpzVNig== 0000950134-01-501271.txt : 20010509 0000950134-01-501271.hdr.sgml : 20010509 ACCESSION NUMBER: 0000950134-01-501271 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010508 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010508 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: SEC FILE NUMBER: 000-22664 FILM NUMBER: 1625956 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 d86829e8-k.txt FORM 8-K 1 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) May 8, 2001 ---------- PATTERSON-UTI ENERGY, INC. -------------------------- (Exact name of registrant as specified in its charter) DELAWARE 0-22664 75-2504748 -------- ------- ---------- (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 4510 LAMESA HIGHWAY, SNYDER, TEXAS 79549 ---------------------------------- ----- (Address of principal executive offices) Zip Code
915-573-1104 ------------ (Registrant's telephone number, including area code) PATTERSON ENERGY, INC. ---------------------- (Former name or former address, if changed since last report.) 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS Item 5 of this Current Report on Form 8-K, the Press Release incorporated by reference into Item 5 and the Registrant's Joint Proxy Statement/Prospectus dated March 14, 2001 are incorporated by reference in this Item 2. ITEM 5. OTHER EVENTS On May 8, 2001, the Registrant issued a Press Release announcing that the Registrant completed a merger with UTI Energy Corp. with the Registrant as the surviving entity, and changed its name to "Patterson-UTI Energy, Inc." The Press Release is filed as an Exhibit to this Current Report on Form 8-K, and the contents of such Exhibit are included herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED It is impracticable for the Registrant to provide the required financial statements regarding the foregoing acquisition at this time. The required financial statements will be filed not later than 60 days after the date of this Current Report on Form 8-K. (b) PRO FORMA FINANCIAL INFORMATION It is impracticable for the Registrant to provide the required pro forma financial information regarding the foregoing acquisition at this time. The required pro forma financial information will be filed not later than 60 days after the date of this Current Report on Form 8-K. (c) EXHIBITS. 3.1 Restated Certificate of Incorporation of Patterson-UTI Energy, Inc. 99.1 Press Release dated May 8, 2001 1 3 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 thereunto duly authorized. PATTERSON-UTI ENERGY, INC. Date: May 8, 2001 By: /s/ Cloyce A. Talbott ---------------------------------- Cloyce A. Talbott Chief Executive Officer 2 4 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 3.1 Restated Certificate of Incorporation of Patterson-UTI Energy, Inc. 99.1 Press Release dated May 8, 2001
3 EX-3.1 2 d86829ex3-1.txt RESTATED CERTIFICATE OF INCORPORATION 1 EXHIBIT 3.1 RESTATED CERTIFICATE OF INCORPORATION OF PATTERSON-UTI ENERGY, INC. (Originally incorporated on October 14, 1993 under the name Patterson Energy, Inc.) FIRST: The name of the Corporation is Patterson-UTI Energy, Inc. SECOND: The address of the Corporation's registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. THIRD: The nature of the business or purposes to be conducted or promoted are to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. FOURTH: The total number of shares of stock that the Corporation shall have authority to issue is two hundred one million (201,000,000) shares, of which two hundred million (200,000,000) shares shall be Common Stock, having a par value of $0.01 per share, and one million (1,000,000) shares shall be Preferred Stock, having a par value of $0.01 per share. The shares of such classes of stock shall have the following express terms: Section 1. PREFERRED STOCK 1.1 Authority of the Board of Directors to Create Series. The Board of Directors is hereby expressly granted authority, to the full extent now or hereafter permitted herein and by the General Corporation Law of the State of Delaware, at any time or from time to time, by resolution or resolutions, to create one or more series of Preferred Stock, to fix the authorized number of shares of any series (which number of shares may vary as between series and be changed from time to time by like action), and to fix the terms of such series, including, but not limited to, the following: (a) the designation of such series, which may be by distinguishing number, letter, or title; (b) the rate or rates at which shares of such series shall be entitled to receive dividends; the periods in respect of which dividends are payable; the conditions upon, and times of payment of, such dividends; the relationship and preference, if any, of such - -------------------------------------------------------------------------------- Exhibit 3.1 page 1 2 dividends to dividends payable on any other class or classes or any other series of stock; whether such dividends shall be cumulative and, if cumulative, the date or dates from which such dividends shall accumulate; and the other terms and conditions applicable to dividends upon shares of such series; (c) the rights of the holders of the shares of such series in case the Corporation be liquidated, dissolved or wound up (which may vary depending upon the time, manner, or voluntary or involuntary nature or other circumstances of such liquidation, dissolution, or winding up) and the relationship and preference, if any, of such rights to rights of holders of shares of stock of any other class or classes or any other series of stock; (d) the right, if any, of the Corporation to redeem shares of such series at its option, including any limitation of such right, and the amount or amounts to be payable in respect of the shares of such series in case of such redemption (which may vary depending on the time, manner, or other circumstances of such redemption), and the manner, effect, and other terms and conditions of any such redemption; (e) the obligation, if any, of the Corporation to purchase, redeem, or retire shares of such series and/or to maintain a fund for such purpose, and the amount or amounts to be payable from time to time for such purpose or into such fund, or the number of shares to be purchased, redeemed, or retired, the per share purchase price or prices, and the other terms and conditions of any such obligation or obligations; (f) the voting rights, if any, which, if granted, may be full, special, or limited, to be given the shares of such series, including, without limiting the generality of the foregoing, the right, if any, as a series or in conjunction with other series or classes, to elect one or more members of the Board of Directors either generally or at certain times or under certain circumstances, and restrictions, if any, on particular corporate acts without a specified vote or consent of holders of such shares (such as, among others, restrictions on modifying the terms of such series or of the Preferred Stock, restricting the permissible terms of other series or the permissible variations between series of the Preferred Stock, authorizing or issuing additional shares of the Preferred Stock, creating debt, or creating any class of stock ranking prior to or on a parity with the Preferred Stock or any series thereof as to dividends, or assets remaining for distribution to the stockholders in the event of the liquidation, dissolution, or winding up of the Corporation); - -------------------------------------------------------------------------------- Exhibit 3.1 page 2 3 (g) the right, if any, to exchange or convert the shares into shares of any other series of the Preferred Stock or into shares of any other class of stock of the Corporation or the securities of any other corporation, and the rate or basis, time, manner, terms, and conditions of exchange or conversion or the method by which the same shall be determined; and (h) the other special powers, preferences, or rights, if any, and the qualifications, limitations, or restrictions thereof, of the shares of such series. The Board of Directors shall fix the terms of each such series by resolution or resolutions adopted at any time prior to the issuance of the shares thereof, and the terms of each such series may, subject only to restrictions, if any, imposed by this Certificate of Incorporation or by applicable law, vary from the terms of other series to the extent determined by the Board of Directors from time to time and provided in the resolution or resolutions fixing the terms of the respective series of the Preferred Stock. 1.2 Status of Certain Shares. Shares of any series of the Preferred Stock, whether provided for herein or by resolution or resolutions of the Board of Directors, which have been redeemed (whether through the operation of a sinking fund or otherwise) or which, if convertible or exchangeable, have been converted into or exchanged for shares of stock of any other class or classes, or which have been purchased or otherwise acquired by the Corporation, shall have the status of authorized and unissued shares of the Preferred Stock of the same series and may be reissued as a part of the series of which they were originally a part or may be reclassified and reissued as part of a new series of the Preferred Stock to be created by resolution or resolutions of the Board of Directors or as a part of any other series of the Preferred Stock, all subject to the conditions or restrictions on issuance set forth herein or in the resolution or resolutions adopted by the Board of Directors providing for the issue of any series of the Preferred Stock. Section 2. COMMON STOCK 2.1 Issuance, Consideration, and Terms. Any unissued shares of the Common Stock may be issued from time to time for such consideration, having a value of not less than the par value thereof, as may be fixed from time to time by the Board of Directors. Any treasury shares may be disposed of for such consideration as may be determined from time to time by the Board of Directors. The Common Stock shall be subject to the express terms of the Preferred Stock and any series thereof. Each share of Common Stock shall be of equal rank and shall be identical to every other share of Common Stock. Holders of Common Stock shall have such rights as are provided herein and by law. 2.2 Voting Rights. Except as expressly required by law or as provided in or fixed and determined pursuant to Section 1 of this Article FOURTH, the entire voting power and all voting rights shall be vested exclusively in the Common Stock. Each holder of shares of Common Stock shall be entitled to one (1) vote for each share standing in such holder's name on the books of the Corporation. - -------------------------------------------------------------------------------- Exhibit 3.1 page 3 4 2.3 Dividends. Subject to Section 1 of this Article FOURTH, the holders of Common Stock shall be entitled to receive, and shall share equally share for share, when and as declared by the Board of Directors, out of the assets of the Corporation which are by law available therefor, dividends or distributions payable in cash, in property, or in securities of the Corporation. FIFTH: The Board of Directors is authorized to make, alter, or repeal the Bylaws of the Corporation. SIXTH: Meetings of stockholders shall be held at such place, within or without the State of Delaware, as may be designated by or in the manner provided in the Bylaws, or, if not so designated, at the registered office of the Corporation in the State of Delaware. Elections of directors need not be by written ballot unless and to the extent that the Bylaws so provide. SEVENTH: Special meetings of the stockholders of the Corporation for any purpose or purposes may be called at any time by the Board of Directors (or a majority of the members thereof) of the Corporation by action at a meeting, a majority of the members of the Board of Directors of the Corporation acting without a meeting, the Chief Executive Officer of the Corporation, the President of the Corporation or the holders of a majority of the issued and outstanding stock of the Corporation entitled to be voted at such special meeting. Such special meetings may not be called by any other person or persons or in any other manner. EIGHTH: The Corporation reserves the right to amend, alter, or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by statute, and all rights of stockholders herein are subject to this reservation. NINTH: To the fullest extent permitted by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, a director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. TENTH: Any action required or permitted to be taken by the holders of the stock of the Corporation entitled to vote in the election of directors must be effected at a duly called annual meeting or special meeting of such holders and may not be effected by any consent in writing by such holders. ELEVENTH: Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of - -------------------------------------------------------------------------------- Exhibit 3.1 page 4 5 stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on the Corporation. This Restated Certificate of Incorporation of Patterson-UTI Energy, Inc. (i) was duly adopted by the Board of Directors of Patterson-UTI Energy, Inc., without a vote of the stockholders, in accordance with Section 245 of the Delaware General Corporation Law, (ii) only restates and integrates and does not further amend the provisions of the Certificate of Incorporation of Patterson-UTI Energy, Inc., as heretofore amended; and there is no discrepancy between those provisions and the provisions of this Restated Certificate of Incorporation. Dated this 8th day of May, 2001. ---------------------------------------- A. Glenn Patterson, President - -------------------------------------------------------------------------------- Exhibit 3.1 page 5 EX-99.1 3 d86829ex99-1.txt PRESS RELEASE 1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE Contacts: Jonathan D. (Jody) Nelson, CFO - --------------------- Patterson Energy, Inc. (915) 573-1104 John Vollmer, CFO UTI Energy Corp. (281) 873-4111 PATTERSON ENERGY/UTI ENERGY MERGER COMPLETED COMBINATION CREATES SECOND-LARGEST LAND-BASED DRILLING FLEET IN NORTH AMERICA COMPANY ANNOUNCES NEW SENIOR MANAGEMENT TEAM SNYDER, TEXAS AND HOUSTON, TEXAS - MAY 8, 2001 -- PATTERSON ENERGY, INC. (NASDAQ: PTEN) AND UTI ENERGY CORP. (AMEX: UTI) today announced that their shareholders had approved a merger that creates North America's second-largest operator of land-based oil and gas drilling rigs. Shortly after the approvals, the merger was completed and the surviving company was renamed "Patterson-UTI Energy, Inc." Its common shares will be traded on NASDAQ under the symbol "PTEN", with approximately 76 million common shares outstanding. Under terms of the merger, shareholders of UTI Energy will receive one share of Patterson Common Stock for each share of UTI Common Stock. As of the close of the market on Monday, May 7, 2001, the companies had a combined market valuation of $2.2 billion. The combined companies, headquartered in Snyder, Texas, have 302 land-based drilling rigs, of which 286 are located in the United States and 16 rigs in Western Canada. 2 Patterson-UTI also announced that Mark S. Siegel, who had served as Chairman of UTI, has been appointed Chairman of Patterson-UTI. Cloyce A. Talbott, who formerly served as Chairman and Chief Executive Officer of Patterson, will serve as Chief Executive Officer. In addition, Glenn Patterson, will be President and Chief Operating Officer; Jonathan D. (Jody) Nelson, will be Chief Financial Officer; and John Vollmer, who had been UTI's current Chief Financial Officer, assumes the title of Senior Vice President - Corporate Development. Vaughn Drum, a founder of UTI who had served as UTI's Chief Executive Officer for 14 years, has elected to retire. Mr. Drum has been involved in the oil service industry for 35 years. "With more than 300 land-based drilling rigs strategically located in some of the most prolific oil- and gas-producing regions in North America, Patterson-UTI will have the second-largest land-based drilling fleet in North America," said Mr. Talbott. "Moreover, our combined rig fleet, well-matched to the drilling activity in North America, together with the strengths of the combined management teams, provide us with flexibility and capacity to meet the drilling needs of an expanded customer base," Mr. Talbott added. Mr. Siegel said, "This is a very exciting day for the shareholders of both companies. Both UTI and Patterson built shareholder value through the consistent implementation of growth strategies through the various cycles of our business. We believe that the combined resources of both companies will provide an even stronger base for further growth and consolidation." Commenting on Vaughn Drum's retirement, Mr. Siegel said, "Vaughn's many contributions have been enormous and greatly appreciated. We wish him health and happiness in the years ahead." Mr. Drum said, "Even before the merger was negotiated, I had decided to retire to spend more time with my family. I am gratified that UTI has been able to hook up with a great industry partner, and look forward to serving as director of the new, combined Company. I am highly confident that the transition will be both smooth and seamless, and I wish the new management team nothing but success going forward." 3 ABOUT PATTERSON-UTI Patterson-UTI Energy, Inc., headquartered in Snyder, Texas, is the second-largest provider of domestic land-based drilling services to major independent oil and natural gas companies in North America. The Company owns 302 drilling rigs, with drilling operations in Texas, New Mexico, Utah, Oklahoma, Louisiana and western Canada. The company is also engaged in the business of pressure pumping; oil and gas exploration and production; and drilling and completion fluids services. 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, declines in oil and natural gas prices that could adversely affect demand for the Company's services, and their associated effect on day rates, rig utilization and planned capital expenditures, adverse industry conditions, difficulty in integrating acquisitions, demand for oil and natural gas, and ability to retain management and field personnel. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in the Company's SEC filings, including but not limited to, the Patterson Energy's and UTI Energy's reports on Form 10-K for the year ended December 31, 2000 and Forms 10-Q for fiscal 2001 reporting periods. Copies of these filings may be obtained by contacting the Companies or the SEC. -----END PRIVACY-ENHANCED MESSAGE-----