As filed with the Securities and Exchange Commission on September 1, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Patterson-UTI Energy, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 75-2504748 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
Patterson-UTI Energy, Inc.
10713 W. Sam Houston Pkwy N, Suite 800
Houston, Texas 77064
(Address of Principal Executive Offices, Zip Code)
NexTier Oilfield Solutions Inc. Equity and Incentive Award Plan
NexTier Oilfield Solutions Inc. (Former C&J Energy) Management Incentive Plan
Patterson-UTI Energy, Inc. 2021 Long-Term Incentive Plan
(Full title of the plans)
Seth D. Wexler
Senior Vice President, General Counsel and Secretary
Patterson-UTI Energy, Inc.
10713 W. Sam Houston Pkwy N, Suite 800
Houston, Texas 77064
(281) 765-7100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Krista P. Hanvey
Gibson, Dunn & Crutcher, LLP
2001 Ross Avenue, Suite 2100
Dallas, Texas 75201
(214) 698-3100
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer |
☐ |
Smaller reporting company |
☐ | |||
| Emerging growth company |
☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
On September 1, 2023, pursuant to that certain Agreement and Plan of Merger (as amended, the “Merger Agreement”) dated as of June 14, 2023, between Patterson-UTI Energy, Inc., a Delaware corporation (the “Registrant”), Pecos Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Registrant (“Merger Sub Inc.”), Pecos Second Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Registrant (“Merger Sub LLC”) and NexTier Oilfield Solutions Inc., a Delaware corporation (“NexTier”), (a) Merger Sub Inc. merged with and into NexTier, with NexTier continuing as the surviving entity (the “Surviving Company,” and such merger, the “First Company Merger”) and (b) immediately following the First Company Merger, the Surviving Company merged with and into Merger Sub LLC, with Merger Sub LLC continuing as the surviving entity and a direct, wholly-owned subsidiary of the Registrant (the “Transaction”). In connection with the Transaction, each of the NexTier Oilfield Solutions Inc. Equity and Incentive Award Plan (the “Equity and Incentive Award Plan”) and the NexTier Oilfield Solutions Inc. (Former C&J Energy) Management Incentive Plan (the “Former C&J Energy Plan”) as well as certain equity awards that were granted and outstanding under the Equity and Incentive Award Plan and the Former C&J Energy Plan were assumed by the Registrant (such awards, the “Assumed Awards”) and converted into equity awards in respect of shares of the Registrant’s common stock, par value $0.01 per share (“Common Stock”). In addition, shares remaining available for future issuance under the Equity and Incentive Award Plan were assumed by the Registrant as permitted by Nasdaq Rule 5635(c)(3) and added to the number of shares of Common Stock available for issuance under the Patterson-UTI Energy, Inc. 2021 Long-Term Incentive Plan (as amended, the “Registrant Stock Plan,” and such shares, the “Added Shares”).
This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by the Registrant to register (A) 7,296,656 shares of Common Stock issuable pursuant to Assumed Awards outstanding under the Equity and Incentive Award Plan, (B) 793,523 shares of Common Stock issuable pursuant to Assumed Awards outstanding under the Former C&J Energy Plan, and (C) the 10,050,932 Added Shares reserved for future issuance under the Registrant Stock Plan in accordance with Nasdaq Rule 5635(c)(3).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified in Part I of Form S-8 will be delivered to employees as specified by Rule 428(b)(1) of the Securities Act. In accordance with the instructions of Part I of Form S-8, such documents are not being filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. Such documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item | 3. Incorporation of Certain Documents by Reference. |
The following documents, which have heretofore been filed by the Registrant with the Commission pursuant to the Securities Act and pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference herein and shall be deemed to be a part hereof:
| (a) | the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the Commission on February 13, 2023, as amended by the Registrant’s Amendment No. 1 on Form 10-K/A filed with the Commission on July 17, 2023; |
| (b) | the Registrant’s Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31, 2023 filed with the Commission on May 1, 2023 and for the fiscal quarter ended June 30, 2023 filed with the Commission on August 1, 2023; |
| (c) | the Registrant’s Current Reports on Form 8-K filed with the Commission on January 3, 2023, January 4, 2023, February 8, 2023, April 27, 2023, June 8, 2023, June 15, 2023, June 16, 2023, July 5, 2023, July 17, 2023, July 26, 2023, July 28, 2023, August 14, 2023, August 14, 2023, August 18, 2023 and September 1, 2023; and |
| (d) | the Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 filed as Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the Commission on February 16, 2022, together with any amendment or report filed with the Commission that updates such description. |
In addition, all documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicate that all securities offered hereby have been sold or which deregister all securities remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Notwithstanding the foregoing, unless specifically stated to the contrary, none of the information that the Registrant discloses under Items 2.02 or 7.01 of any Current Report on Form 8-K that it may from time to time furnish to the Commission will be incorporated by reference into, or otherwise included in, this Registration Statement.
Any statement, including financial statements, contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or therein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant is a Delaware corporation subject to the applicable indemnification provisions of the General Corporation Law of the State of Delaware, which is referred to herein as the “Delaware General Corporation Law.” Under Section 145 of the Delaware General Corporation Law, each director and officer of the Registrant may be indemnified by the Registrant against all expenses and liabilities (including attorney’s fees, judgments, fines and amounts paid in settlement) actually or reasonably incurred in connection with the defense or settlement of any threatened, pending or completed legal proceedings (other than a proceeding by or in the right of the Registrant) in which he or she is involved by reason of the fact that he or she is or was a director or officer of the Registrant if such director or officer acted in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the Registrant and, with respect to any criminal action or proceeding, if he or she had no reasonable cause to believe that his or her conduct was unlawful. If the legal proceeding, however, is by or in the right of the Registrant, the director or officer (i) may be indemnified by the Registrant only for expenses (including attorneys’ fees) but not for judgments, fines or amounts paid in settlements and (ii) may not be indemnified for expenses in respect of any claim, issue or matter as to which he or she shall have been adjudged to be liable to the Registrant unless a court determines otherwise.
The Registrant’s amended and restated bylaws and restated certificate of incorporation both provide for the indemnification of the Registrant’s directors and officers, to the fullest extent permitted by the Delaware General Corporation Law, for all liability and loss (including attorney’s fees) incurred in defending actions brought against them arising out of the performance of their duties. The Registrant’s restated certificate of incorporation also contains a provision that eliminates, subject to certain exceptions, to the fullest extent permitted by the Delaware General Corporation Law, the personal liability of each director of the Registrant to the Registrant and its stockholders for monetary damages for breaches of fiduciary duty as a director.
The foregoing is only a general summary of certain aspects of Delaware law and the Registrant’s restated certificate of incorporation and amended and restated bylaws dealing with indemnification of directors and officers and does not purport to be complete. It is qualified in its entirety by reference to the detailed provisions of the Delaware General Corporation Law and the Registrant’s restated certificate of incorporation and amended and restated bylaws.
The Registrant has entered into indemnification agreements with its directors and executive officers, and intends to enter into indemnification agreements with any new directors and executive officers in the future. Pursuant to such agreements, the Registrant will, to the extent permitted by applicable law, indemnify such persons against all expenses, judgments, fines and penalties incurred in connection with the defense or settlement of any actions brought against them by reason of the fact that they were directors or officers of the Registrant or assumed certain responsibilities at the direction of the Registrant. The preceding discussion of the Registrant’s indemnification agreements is not intended to be exhaustive and is qualified in its entirety by reference to such indemnification agreements.
Under the Registrant Stock Plan, each person who is or shall have been a member of the Registrant’s board of directors, or a committee appointed by the Registrant’s board of directors, or an officer of the Registrant to whom authority was delegated in accordance with the Registrant Stock Plan shall be indemnified and held harmless by the Registrant against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Registrant Stock Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Registrant’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding against him or her, provided he or she shall give the Registrant an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf, unless such loss, cost, liability, or expense is a result of his or her own willful misconduct or except as expressly provided by statute.
Under the Former C&J Energy Plan, no member of the Registrant’s Compensation Committee shall be liable for any action, failure to act, determination or interpretation made in good faith with respect to the Former C&J Energy Plan or any transaction thereunder. The Registrant indemnifies each member of the Registrant’s Compensation Committee for all costs and expenses and, to the extent permitted by applicable law, any liability incurred in connection with defending against, responding to, negotiating for the settlement of or otherwise dealing with any claim, cause of action or dispute of any kind arising in connection with any actions in administering the Former C&J Energy Plan or in authorizing or denying authorization to any transaction thereunder.
| Item | 7. Exemption from Registration Claimed. |
Not applicable.
| Item 8. | Exhibits. |
| * | Filed herewith. |
Item 9. Undertakings.
(a)The undersigned Registrant hereby undertakes:
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; |
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
| (2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| (b) | The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (h) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Houston, Texas, on the 1st day of September, 2023.
| PATTERSON-UTI ENERGY, INC. | ||
| By: | /s/ William Andrew Hendricks, Jr. | |
| Name: | William Andrew Hendricks, Jr. | |
| Title: | President and Chief Executive Officer | |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William Andrew Hendricks, Jr. and C. Andrew Smith, or either of them, severally, the individual’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on September 1, 2023.
| Signature |
Title |
|||
| /s/ William Andrew Hendricks, Jr. William Andrew Hendricks, Jr. |
President, Chief Executive Officer and Director (Principal Executive Officer) | |||
| /s/ C. Andrew Smith C. Andrew Smith |
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | |||
| /s/ Curtis W. Huff Curtis W. Huff |
Chairman of the Board and Director | |||
| /s/ Robert W. Drummond Robert W. Drummond |
Vice Chairman of the Board and Director | |||
| /s/ Leslie Beyer Leslie Beyer |
Director | |||
| /s/ Tiffany (TJ) Thom Cepak Tiffany (TJ) Thom Cepak |
Director | |||
| /s/ Gary M. Halverson Gary M. Halverson |
Director | |||
| /s/ Cesar Jaime Cesar Jaime |
Director | |||
| /s/ Janeen S. Judah Janeen S. Judah |
Director | |||
| /s/ Amy H. Nelson Amy H. Nelson |
Director | |||
| /s/ Julie J. Robertson Julie J. Robertson |
Director | |||
| /s/ James C. Stewart James C. Stewart |
Director | |||