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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 28, 2001.
REGISTRATION NO. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PARKER DRILLING COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 73-0618660
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(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
1401 ENCLAVE PARKWAY, SUITE 600
HOUSTON, TEXAS 77077
(Address of principal executive offices including zip code)
PARKER DRILLING COMPANY STOCK BONUS PLAN
----------------------------------------
(Full title of plan)
JAMES J. DAVIS
SENIOR VICE PRESIDENT-FINANCE & CHIEF FINANCIAL OFFICER
1401 ENCLAVE PARKWAY, SUITE 600
HOUSTON, TEXAS 77077
281-406-2024
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
REGISTERED (1) registered(2) PER SHARE(3) PRICE(3) FEE
---------------------------- ----------------------------------------------------------------- -----------
Common Stock, $.16 2/3 par
value per share 2,000,000 shares $3.00 $6,000,000.00 $1,500.00
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(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also includes an indeterminate amount of plan
interests to be offered or sold pursuant to the Parker Drilling Company
Stock Bonus Plan.
(2) Each share of Common Stock is accompanied by a Right to purchase Preferred
Shares pursuant to the Rights Agreement dated July 14, 1998, as amended,
with Well Fargo Bank, N.A. (formerly Norwest Bank Minnesota, N.A.), as
Rights Agent. Includes an indeterminate number of shares of Common Stock
that may be issuable by reason of stock splits, stock dividends or similar
transactions.
(3) The amounts are based upon the average high and low sales prices per share
of Common Stock as reported on the New York Stock Exchange on September
26, 2001 and are used solely for the purpose of calculating the
registration fee pursuant to Rule 457(c) under the Securities Act of 1933.
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EXPLANATORY NOTE
This Registration Statement relates to the registration of additional
shares of Common Stock of the Registrant to be acquired by the Trustee pursuant
to the Parker Drilling Company Stock Bonus Plan (the "Plan") for the accounts of
the Plan participants. The contents of the Registrant's Registration Statement
on Form S-8, Registration No. 33-56698, filed with the Securities and Exchange
Commission on December 31, 1992 (the "Prior Registration Statement"), including
all amendments thereto, are hereby incorporated by reference. The Items below
contain information required in this Registration Statement that were not
included in the Prior Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Registrant or the Plan with
the Securities and Exchange Commission are incorporated by reference in this
Registration Statement:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000.
(2) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2001 and June 30, 2001, respectively.
(3) The Plan's Annual Report on Form 11-K for the fiscal year ended
December 31, 2000.
(4) The description of the registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A, dated June 16, 1969,
including any amendment or report heretofore or hereafter filed for
the purpose of updating such description.
(5) The description of the Rights to purchase Preferred Shares contained
in the Registrant's Registration Statement on Form 8-A, dated July 15,
1998, including any amendment or report heretofore or hereafter filed
for the purpose of updating such description.
In addition, all documents subsequently filed by the Registrant or the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities and Exchange
Act of 1934, as amended, prior to the filing of a post-effective amendment that
indicates that all securities offered hereby have been sold or that de-registers
all securities offered hereby then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from their respective dates of filing.
Any statement 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 in any 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 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of common stock offered hereby have been passed
upon by Conner & Winters, A Professional Corporation, Tulsa, Oklahoma. Mr.
Potter, a shareholder, director and officer of Conner & Winters, A Professional
Corporation, is Corporate Secretary of the Registrant. As of the date hereof,
attorneys of Conner & Winters,
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A Professional Corporation, owned, directly or indirectly, 9,000 shares of
common stock of the Registrant and have the right to exercise options to receive
an additional 132,750 shares.
ITEM 8. EXHIBITS
The following are included as exhibits to this Registration Statement:
Exhibit No. Document
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5* Opinion of Conner & Winters, A Professional Corporation.
15* Letter of PricewaterhouseCoopers LLP, regarding unaudited interim
financial information of the Registrant.
23.1* Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Conner & Winters, A Professional Corporation (included
in Exhibit 5).
24 Power of Attorney (included in signature page hereof).
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* Filed herewith.
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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 the City of Houston, State of Texas, on September 28, 2001.
PARKER DRILLING COMPANY
By: /s/ Robert L. Parker, Jr.
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Robert L. Parker Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert L. Parker Jr. and James J. Davis, and each
of them his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and re-substitution, for him or her in his or her name, place
and stead, in any and all capacities, to sign any or all amendments and
post-effective amendments to this Registration Statement on Form S-8, and to
file the same, 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 in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or each of them, or their or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue thereof.
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 28, 2001.
Signature Title Signature Title
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/s/ Robert L. Parker, Jr. President, Chief Executive Officer /s/ Robert L. Parker Chairman of the
------------------------ (Principal Executive Officer) -------------------------- Board and Director
Robert L. Parker Jr. Robert L. Parker
/s/ James J. Davis Senior Vice President-Finance /s/ James W. Linn Director
--------------------------- (Principal Financial Officer) --------------------------
James J. Davis James W. Linn
/s/ W. Kirk Brassfield Corporate Controller /s/ R. Rudolph Reinfrank Director
--------------------------- (Principal Accounting Officer) -----------------------
W. Kirk Brassfield R. Rudolph Reinfrank
/s/ David L. Fist Director /s/ Bernard Duroc-Danner Director
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David L. Fist Bernard Duroc-Danner
/s/ James E. Barnes Director /s/ Simon G. Kukes Director
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James E. Barnes Simon G. Kukes
/s/ Robert M. Gates Director
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Robert M. Gates
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THE PLAN
Pursuant to the requirements of the Securities Act of 1933, the Plan has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on the 28th day of September, 2001.
PARKER DRILLING COMPANY
STOCK BONUS PLAN COMMITTEE
/s/ David W. Tucker
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Name: David W. Tucker
Title: Chairman
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EXHIBIT INDEX
Exhibit
Number Document
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5* Opinion of Conner & Winters, A Professional Corporation.
15* Letter of PricewaterhouseCoopers LLP, regarding unaudited interim
financial information of the Registrant.
23.1* Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Conner & Winters, A Professional Corporation (included
in Exhibit 5).
24 Power of Attorney (included in signature page hereof).
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* Filed herewith.
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