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): March 20, 2007

Patterson-UTI Energy, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	0-22664	75-2504748
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
4510 Lamesa Hwy., Snyder, Texas		79549
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 325-574-6300

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 21, 2007, Patterson-UTI Energy, Inc. announced that on March 20, 2007, Douglas J. Wall, 54, agreed to accept an appointment to become the Company’s Chief Operating Officer. His employment is expected to commence in April 2007. Mr. Wall comes to the Company from Baker Hughes Incorporated, an oilfield service company, where he served since 2005 as Group President, Completion & Production. In that capacity he was responsible for the combined activities of Baker Oil Tools, Baker Petrolite, Centrilift and ProductionQuest divisions. From 2003 to 2005 he served as President of Baker Oil Tools, a division of Baker Hughes, and from 1997 to 2003 he served as President of Hughes Christensen Company, a division of Baker Hughes. The press release announcing his appointment is attached as exhibit 99.1 and incorporated by reference. The form of offer letter to Mr. Wall is attached as exhibit 99.2 and incorporated by reference.

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.
March 23, 2007	By:	/s/ William L. Moll, Jr.
		Name: William L. Moll, Jr.
		Title: General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press release dated March 21, 2007 relating to the appointment of Douglas J. Wall as Chief Operating Officer.
99.2	Form of offer letter.

EX-99.1

For Immediate Release

Contact:
John E. Vollmer III

SVP & Chief Financial Officer

Patterson-UTI Energy, Inc.
(214) 360-7800

Patterson-UTI Energy Announces Appointment of
Douglas J. Wall as Chief Operating Officer

SNYDER, Texas – March 21, 2007 – PATTERSON-UTI ENERGY, INC. (Nasdaq: PTEN) today announced that Douglas J. Wall, 54, will join Patterson-UTI as Chief Operating Officer in April 2007. Mr. Wall comes from Baker Hughes Incorporated (NYSE: BHI) where he has served since 2005 as Group President, Completion & Production. In that capacity he was responsible for the combined activities of Baker Oil Tools, Baker Petrolite, Centrilift and ProductionQuest divisions. From 2003 to 2005 he was President, Baker Oil Tools, and from 1997 to 2003 he was President of Hughes Christensen Company.

“We are delighted that Doug has accepted our offer to join Patterson-UTI Energy as Chief Operating Officer,” stated Mark Siegel, Chairman. “He brings to our company 30 years of oilfield services experience, including a proven track record of success in a series of senior-level executive positions at Baker Hughes. In his most recent position, he provided strategic direction and leadership to a worldwide organization with 15,000 employees and annual revenues of approximately $4.4 billion. We anticipate benefiting from his extensive operating expertise, as well as his knowledge and experience in the global energy arena.”

“I am looking forward to working closely with Doug as we expand upon what we have accomplished,” stated Cloyce A. Talbott, Chief Executive Officer. “He has demonstrated his ability to successfully undertake a series of complex and challenging assignments in our industry, and I am certainly glad to have him on our team.”

Mr. Wall was born and raised in Canada and attended the University of Calgary where he received a Bachelor Degree in Economics, with distinction. He earned an M.B.A. in Finance and Marketing from the University of Alberta. Doug started his oilfield career in Western Canada with Adeco Drilling and Engineering, and ATCO Drilling. He worked for these two contractors for over twelve years.

Patterson-UTI Energy, Inc. provides onshore contract drilling services to exploration and production companies in North America. The Company has approximately 340 currently marketable land-based drilling rigs that operate primarily in the oil and natural gas producing regions of Texas, New Mexico, Oklahoma, Arkansas, 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, Patterson-UTI has an exploration and production business.

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, excess availability of land drilling rigs, adverse industry conditions, difficulty in integrating acquisitions, demand for oil and natural gas, shortages of rig equipment 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, which may be obtained by contacting the Company or the SEC. These filings are also available through the Company’s web site at http://www.patenergy.com or through the SEC’s Electronic Data Gathering and Analysis Retrieval System (EDGAR) at http://www.sec.gov. We undertake no obligation to publicly update or revise any forward-looking statement.

[Patterson-UTI Energy, Inc. Letterhead]

Mr. Douglas J. Wall
[address redacted]

Re: Employment with Patterson-UTI Energy, Inc. (“Patterson-UTI”).

Dear Doug:

As you know, we would be delighted for you to accept our offer to become the Chief Operating Officer of Patterson-UTI. This letter confirms the material terms of your offer of employment with Patterson-UTI, as follows:

(1) Job Title. Your job title will be Chief Operating Officer.

(2) Start Date. Your start date will be determined by mutual agreement, but no later than April 15, 2007. I am pleased that you would like to start as soon as possible, and that you are targeting March 15^th as a start date.

(3) Compensation. Your base salary will be $450,000 per annum. Your target annual bonus for 2007 will be $800,000, which will be determined by the Compensation Committee and paid at the same time as other senior executives.

(4) Starting Bonus. You will be paid a starting bonus of $275,000, which shall be payable promptly following the commencement of your employment.

(5) Employment Term. Your employment is at-will. You will receive a Severance Agreement, which provides, in essence, that in the event that your employment is terminated by Patterson-UTI without cause at any time during the first three years of your employment by the Company, then you will be paid the sum of $750,000 within 30 days following such termination.

(6) Grant of Restricted Shares. On your start date, Patterson-UTI will grant to you a restricted stock award of 100,000 shares. The restricted shares would vest in three installments: the first 33,333 shares vesting on the first anniversary of your start date, the second 33,333 shares vesting on the second anniversary of your start date, and the final 33,334 shares vesting on the third anniversary of your start date. The award of the restricted shares would be subject to the terms and conditions of the Patterson-UTI Energy, Inc. 2005 Long-Term Incentive Plan and the related Form of Executive Officer Restricted Stock Award Agreement.

(7) Grant of Option. On your start date, Patterson-UTI will grant to you an option to purchase 75,000 shares of Patterson-UTI common stock at a price per share equal to the closing price of the Patterson-UTI common stock on that date. The option would vest as follows: 25,000 shareson the first anniversary of your start date and thereafter, 2,083 shares each month beginning on the thirteenth monthly anniversary of your start date through the thirty-fifth monthly anniversary date of your start date and 2,084 on the third anniversary of your start date.

(8) Employee Benefits. You shall have the right to participate in Patterson-UTI’s employee benefit plans available to its other senior executives.

(9) Indemnity. You will have an Indemnity Agreement in substantially the same form and substance as indemnity agreements provided by Patterson-UTI to its other senior executives.

(10) Change in Control. You will have a Change in Control Agreement in substantially the same form and substance as change in control agreements provided by Patterson-UTI to its other senior executives such as Cloyce Talbott and myself.

(11) Expenses. You shall receive reimbursemet for reasonable expenses incurred by you while performing your job duties, in accordance with the policies and requirements established by Patterson-UTI from time to time.

Your appointment as Chief Operating Officer of Patterson-UTI is, of course, subject to approval by our Board of Directors and the other terms are subject to formal approval by the full Compensation Committee.

As you know, the entire management team is excited about the prospect of your joining us, and we look forward to working with you.

Doug, please let me know, as soon as it is convenient for you, whether the terms set forth above are acceptable to you.

Very truly yours,

/s/ Mark S. Siegel

Mark S. Siegel

Chairman of the Board