As filed with Securities and Exchange Commission on June 13, 2002
Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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PATTERSON-UTI ENERGY, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2504748
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4510 Lamesa Highway
Snyder, Texas 79549
(915) 574-6300
(Address, including zip code, and telephone number,
including area code, of registrant's
principal executive offices)
Cloyce A. Talbott
Chief Executive Officer
Patterson-UTI Energy, Inc.
4510 Lamesa Highway
Snyder, Texas 79549
(915) 574-6300
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies to:
Michael W. Conlon
Fulbright & Jaworski L.L.P.
1301 McKinney, Suite 5100
Houston, Texas 77010-3095
(713) 651-5151
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
From time to time after the effective date of this Registration Statement
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box.[X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering.[ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.[ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.[ ]
CALCULATION OF REGISTRATION FEE
=========================================================================================================================
Proposed
Title of each class of Proposed maximum maximum
Securities to be Amount to be offering price aggregate offering Amount of
registered registered(1) per share(2) price(2) registration fee
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Common Stock,
par value $.01 per share 650,000 Shares $29.385 $19,100,250 $1,758
=========================================================================================================================
(1) Pursuant to Rule 416 of the Securities Act of 1933, this registration
statement shall cover such indeterminate number of additional shares of the
Registrant's Common Stock as may be issued as a result of stock dividends, stock
splits, recapitalizations, or similar transactions prior to the termination of
this registration statement.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended, on the
basis of the average of the high and low sale prices of the Registrant's Common
Stock on June 10, 2002 as quoted on the NASDAQ National Market.
The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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PROSPECTUS
650,000 SHARES
PATTERSON-UTI ENERGY, INC.
COMMON STOCK
This prospectus relates to 650,000 shares of our common stock that may
be offered for sale or otherwise transferred from time to time by certain of our
stockholders. See "Selling Stockholders." The shares were issued by
Patterson-UTI in March 2002 in connection with the acquisition of a company
owned by the selling stockholders.
We are not offering any shares of our common stock for sale under this
prospectus. We will not receive any of the proceeds from the sale of shares by
selling stockholders under this prospectus.
Our common stock is quoted on the NASDAQ National Market under the
symbol "PTEN." On June 10, 2002, the closing sales price of our common stock was
$28.79 per share.
Our principal executive office is located at 4510 Lamesa Highway,
Snyder, Texas 79549 and the telephone number is (915) 574-6300.
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Prospective purchasers of the common stock should consider carefully
the matters set forth under "Risk Factors" beginning on page 6.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SHARES, OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
---------------
The selling stockholders may offer these shares from time to time in
the over-the-counter market or otherwise. The shares may be sold at market
prices prevailing at the time of sale or at negotiated prices. Any agents,
brokers or dealers through whom sales are made may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended, and
any amounts received by them in exchange for their services in connection with
such sales may be deemed to be underwriting commissions. The selling
stockholders will generally be responsible for their legal fees and for any
commissions or discounts due to brokers or dealers. The amount of these
commissions and discounts will be negotiated before the sales. We will pay the
other offering expenses. See "Plan of Distribution."
June 13, 2002
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED, OR INCORPORATED BY
REFERENCE, IN THIS PROSPECTUS. NEITHER WE NOR THE SELLING STOCKHOLDERS HAVE
AUTHORIZED ANYONE ELSE TO PROVIDE YOU WITH DIFFERENT INFORMATION. IF ANYONE
PROVIDES YOU WITH DIFFERENT OR INCONSISTENT INFORMATION, YOU SHOULD NOT RELY ON
IT. THE SELLING STOCKHOLDERS ARE OFFERING TO SELL, AND SEEKING OFFERS TO BUY
SHARES OF COMMON STOCK ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE
PERMITTED. YOU SHOULD ASSUME THAT THE INFORMATION APPEARING IN THIS PROSPECTUS,
AS WELL AS THE INFORMATION WE PREVIOUSLY FILED WITH THE SEC AND INCORPORATED BY
REFERENCE, IS ACCURATE ONLY AS OF THE DATE OF THE DOCUMENTS CONTAINING THE
INFORMATION. IN THIS PROSPECTUS WHEN WE REFER TO PATTERSON-UTI AND USE PHRASES
SUCH AS "WE" AND "OUR" WE ARE GENERALLY REFERRING TO PATTERSON-UTI ENERGY, INC.
AND ITS SUBSIDIARIES AS A WHOLE OR ON A SEGMENT BASIS DEPENDING UPON THE CONTEXT
IN WHICH THE STATEMENTS ARE MADE.
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TABLE OF CONTENTS
Page
----
FORWARD LOOKING STATEMENTS 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 3
ABOUT PATTERSON-UTI 5
RISK FACTORS 6
USE OF PROCEEDS 9
DIVIDEND POLICY 9
SELLING STOCKHOLDERS 10
PLAN OF DISTRIBUTION 11
LEGAL MATTERS 12
EXPERTS 12
WHERE YOU CAN FIND MORE INFORMATION 13
FORWARD LOOKING STATEMENTS
Some statements contained in this prospectus, any accompanying
prospectus supplement, and the documents incorporated by reference are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These
statements include, without limitation, statements relating to the utilization
rates of land-based drilling rigs, oil and natural gas prices, demand for oil
and natural gas, budgets, business strategies and other plans, intentions and
objectives of our management for future operations and activities and other such
matters. The words "believes," "budgeted," "plan," "plans," "estimates,"
"expect," "expects," "intends," "strategy," "project," "will," "could," "may"
and similar expressions identify forward-looking statements. Actual results
could differ materially from those expressed in the forward-looking statements.
Factors that could cause such a difference include:
o Swings in prices and demand for oil and natural gas;
o Swings in demand for contract drilling, pressure pumping and
drilling and completion fluids services;
o Shortages of drill pipe and other drilling equipment;
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o Labor shortages, primarily qualified drilling personnel;
o Effects of competition from other drilling contractors and
providers of pressure pumping and drilling and completion fluids
services;
o Occurrence of operating hazards and uninsured losses inherent in
our business operations; and
o Environmental and other governmental regulation, among others
described under "Risk Factors" below.
You are cautioned not to place undue reliance on any of our
forward-looking statements, which speak only as of the date of the document or
in the case of documents incorporated by reference, the date of those documents.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" information into this
prospectus. This means that we can disclose important information to you by
referring you to another document filed separately by us with the SEC. The
information incorporated by reference is considered to be part of this
prospectus, except for any information that is superseded by information that is
included directly in this document.
This prospectus includes by reference the documents listed below that
we have previously filed with the SEC and that are not included in or delivered
with this document. They contain important information about our company.
(1) Patterson-UTI's Annual Report on Form 10-K for the fiscal year
ended December 31, 2001, filed with the SEC on March 19, 2002;
(2) Patterson-UTI's Quarterly Report on Form 10-Q for the three months
ended March 31, 2002, filed with the SEC on May 14, 2002;
(3) Patterson-UTI's Definitive Proxy Statement dated April 26, 2002
relating to the Annual Meeting of Stockholders held on May 30, 2002;
(4) Patterson-UTI's Current Report on Form 8-K dated June 13, 2002,
filed with the SEC on June 13, 2002;
(5) Description of Patterson-UTI's common stock contained in the
Registration Statement on Form 8-A filed with the SEC on November 2, 1993; and
(6) Description of Patterson-UTI's Preferred Stock Purchase Rights
contained in the Registration Statement on form 8-A filed with the SEC on
January 14, 1997.
We incorporate by reference additional documents that we may file with
the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 between the date of this prospectus and the termination of this
offering. These documents include periodic reports, such as Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as
well as proxy statements.
3
We will provide without charge to each person, including any beneficial
owner, to whom this prospectus is delivered, upon written or oral request, a
copy of any document incorporated by reference in this prospectus, other than
exhibits to any such document not specifically described above. Requests for
such documents should be directed to:
Jonathan D. Nelson
Chief Financial Officer
Patterson-UTI Energy, Inc.
4510 Lamesa Highway
P.O. Box 1416
Snyder, Texas 79550
(915) 574-6300
We have not authorized anyone to give any information or make any
representation about us that is different from, or in addition to, that
contained in this prospectus or in any of the materials that we have
incorporated by reference into this document. Therefore, if anyone does give you
information of this sort, you should not rely on it. If you are in a
jurisdiction where offers to sell, or solicitations of offers to purchase, the
shares of common stock offered by this document is unlawful, or if you are a
person to whom it is unlawful to direct these types of activities, then the
offer presented in this document does not extend to you. The information
contained in this document speaks only as of the date of this document, unless
the information specifically indicates that another date applies.
4
ABOUT PATTERSON-UTI
Patterson-UTI is the second largest operator of land-based drilling
rigs in North America. Formed in 1978 and reincorporated in 1993 as a Delaware
corporation, we focus our contract drilling operations in:
o Texas,
o New Mexico,
o Oklahoma,
o Louisiana,
o Mississippi,
o Utah, and
o Western Canada (Alberta, British Columbia and Saskatchewan).
We currently have a drilling fleet of 324 drilling rigs, of which 287
operated in 2001. A drilling rig includes the structure, power source and
machinery necessary to cause a drill bit to penetrate rock to a depth desired by
the customer.
We provide drilling fluids, completion fluids and related services to
oil and natural gas producers in the Permian Basin of West Texas and Southeast
New Mexico, South Texas, East Texas, Oklahoma, the Gulf Coast regions of Texas
and Louisiana, and the Gulf of Mexico. Drilling and completion fluids are used
by oil and natural gas operators during the drilling process to control pressure
when drilling oil and natural gas wells. We also provide pressure pumping
services in the Appalachian Basin. These services consist primarily of well
stimulation and cementing for completion of new wells and remedial work on
existing wells. To a lesser extent, we are engaged in the development,
exploration, acquisition and production of oil and natural gas. Our oil and
natural gas operations are not financially material and do not warrant further
disclosure as a business segment. We conduct our operations through our
subsidiaries.
Our principal office is located at 4510 Lamesa Highway, Snyder, Texas
79550, and our telephone number is (915) 574-6300.
You can obtain additional information about us in the reports and other
documents incorporated by reference in this prospectus. See "Incorporation of
Certain Documents by Reference" and "Where You Can Find More Information."
5
RISK FACTORS
Ownership of shares of Patterson-UTI common stock involves certain
risks. In determining whether to purchase shares being offered for sale under
this prospectus, you should carefully consider the following risk factors and
other information contained in or incorporated by reference in this prospectus
or in any applicable prospectus supplement.
PATTERSON-UTI IS DEPENDENT ON THE OIL AND NATURAL GAS INDUSTRY AND MARKET PRICES
FOR OIL AND NATURAL GAS. DECLINES IN OIL AND NATURAL GAS PRICES HAVE ADVERSELY
AFFECTED OUR OPERATIONS.
Our revenue, profitability and rate of growth are substantially
dependent upon the oil and natural gas industry and prevailing prices for oil
and natural gas. In recent years, oil and natural gas prices and, therefore, the
level of drilling, exploration, development and production, have been extremely
volatile. Prices are affected by:
o market supply and demand,
o international military, political and economic conditions, and
o the ability of the Organization of Petroleum Exporting Countries,
commonly known as OPEC, to set and maintain production and price
targets.
All of these factors are beyond our control. Beginning in the third
quarter of 2001 and continuing through the date of this prospectus, commodity
price uncertainty has adversely affected our operations. We expect oil and
natural gas prices to continue to be volatile and to affect our financial
condition and operations and ability to access sources of capital.
INDUSTRY CONDITIONS FOR CONTRACT DRILLING SERVICES HAVE BEEN POOR FOR MUCH OF
THE TIME SINCE 1982.
The contract drilling business experienced increased demand for
drilling services from 1995 through most of 1997 due to higher oil and natural
gas prices. The increase in demand returned, beginning in mid-1999 and continued
through the second quarter of 2001. However, except for those periods and other
occasional upturns, the market for onshore contract drilling services and the
other services we provide has generally been depressed since 1982, when the
number of operable land drilling rigs was at record levels. Since this time
there have been substantially more drilling rigs available than necessary to
meet demand in most operational and geographic segments of the North American
land drilling industry. As a result, drilling contractors have had difficulty
sustaining profit margins.
In addition to adverse effects that future declines in demand could
have on Patterson-UTI, ongoing factors which could adversely affect utilization
rates and pricing, even in an environment of stronger oil and natural gas prices
and increased drilling activity, include:
o movement of drilling rigs from region to region,
o reactivation of land-based drilling rigs, or
o new construction of drilling rigs.
We cannot predict either the future level of demand for our contract
drilling services or future conditions in the oil and natural gas contract
drilling business.
6
SHORTAGES OF DRILL PIPE, REPLACEMENT PARTS AND OTHER RELATED RIG EQUIPMENT
ADVERSELY AFFECTS PATTERSON-UTI'S OPERATING RESULTS.
During periods of increased demand for drilling services, the industry
has experienced shortages of drill pipe, replacement parts and other related rig
equipment. These shortages caused the price of these items to increase
significantly and required that orders for the items be placed well in advance
of expected use. These price increases and delays in delivery caused us to
substantially increase capital expenditures in our contract drilling segment.
Severe shortages could impair our ability to operate our drilling rigs.
THE VARIOUS BUSINESS SEGMENTS IN WHICH WE OPERATE ARE HIGHLY COMPETITIVE WITH
EXCESS CAPACITY WHICH MAY ADVERSELY AFFECT OUR OPERATING RESULTS.
Our land drilling and pressure pumping businesses are intensely
competitive due to the fact that the supply of available land drilling rigs and
pressure pumping equipment exceeds the demand for those rigs and equipment. This
excess capacity has resulted in substantial competition for drilling and
pressure pumping contracts. The fact that drilling rigs and pressure pumping
equipment are mobile and can be moved from one market to another in response to
market conditions heightens the competition in the industry.
Patterson-UTI believes that price competition for drilling and pressure
pumping contracts will continue for the foreseeable future due to the existence
of available rigs and pressure pumping equipment. In addition, some of our
competitors have greater financial resources than we do which may enable them
to:
o better withstand industry downturns,
o compete more effectively on the basis of price, and
o acquire existing rigs or equipment or build new rigs or
equipment.
In recent years, many drilling and pressure pumping companies have
consolidated or merged with other companies. Although this consolidation has
decreased the total number of competitors, we believe the competition for
drilling and pressure pumping services will continue to be intense.
The drilling and completion fluids services industry is highly
competitive. Price is generally the most important competitive factor in the
industry. Other competitive factors include the availability of chemicals and
experienced personnel, the reputation of the fluids services provider in the
drilling industry and our relationship with existing customers. Some of our
competitors have substantially greater resources and longer operating histories
than we have. We believe that competition for drilling and completion fluids
service contracts will continue to be intense.
LABOR SHORTAGES ADVERSELY AFFECT OUR OPERATING RESULTS.
During periods of increased demand for contract drilling services, the
industry experiences shortages of qualified drilling rig personnel. During these
periods, our ability to attract and retain sufficient qualified personnel to
market and operate our drilling rigs is adversely affected. Labor shortages also
cause wage increases, which impact our operating margins.
CONTINUED GROWTH OF PATTERSON-UTI THROUGH RIG ACQUISITION IS NOT ASSURED.
We have increased our drilling rig fleet over the past several years
through mergers and acquisitions. In May 2001, UTI merged with Patterson in a
so-called "merger of equals." The combination of the two companies doubled the
number of our drilling rigs. The land drilling industry has
7
experienced significant consolidation over the past several years, and there can
be no assurance that acquisition opportunities will continue to be available.
Additionally, we are likely to continue to face intense competition from other
companies for available acquisition opportunities.
There can be no assurance that we will:
o have sufficient capital resources to complete additional
acquisitions,
o successfully integrate acquired operations and assets,
o be able to manage effectively the growth and increased size,
o be successful in deploying idle or stacked rigs,
o be able to maintain the crews and market share attributable to
operating drilling rigs acquired, or
o be successful in improving our financial condition, results of
operation, business or prospects in any material manner as a
result of any completed acquisition.
We may incur substantial indebtedness to finance future acquisitions
and also may issue equity securities or convertible securities in connection
with any such acquisitions. Debt service requirements could represent a
significant burden on our results of operations and financial condition and the
issuance of additional equity could be dilutive to our existing stockholders.
Also, continued growth could strain our management, operations, employees and
resources.
THE NATURE OF OUR BUSINESS OPERATIONS PRESENTS INHERENT RISKS OF LOSS, THAT, IF
NOT INSURED OR INDEMNIFIED AGAINST COULD ADVERSELY AFFECT PATTERSON-UTI'S
OPERATING RESULTS.
Our operations are subject to many hazards inherent in the contract
drilling, pressure pumping and drilling and completion fluids businesses, which
in turn could cause personal injury or death, work stoppage or serious damage to
our equipment. Our operations could also cause environmental and reservoir
damages. We maintain insurance coverage and have indemnification agreements with
many of our customers. However, there is no assurance that such insurance or
indemnification agreements would adequately protect Patterson-UTI against
liability from all consequences of the hazards. Additionally, there can be no
assurance that insurance would be available to cover any or all of these risks,
or, even if available, that insurance premiums or other costs would not rise
significantly in the future, so as to make such insurance prohibitive.
VIOLATIONS OF ENVIRONMENTAL LAWS AND REGULATIONS COULD MATERIALLY ADVERSELY
AFFECT PATTERSON-UTI OPERATING RESULTS.
The drilling of oil and natural gas wells is subject to various state,
federal and foreign laws, rules and regulations. The cost to Patterson-UTI of
compliance with these laws and regulations could be substantial. Failure to
comply with these requirements could subject Patterson-UTI to substantial civil
and criminal penalties. In addition, federal law imposes a variety of
regulations on "responsible parties" related to the prevention of oil spills and
liability for damages from such spills. Patterson-UTI, as an owner and operator
of land-based drilling rigs may be deemed to be a responsible party under
federal laws. Our operations and facilities are subject to numerous state and
federal environmental laws, rules and regulations, including, without
limitation, laws concerning the containment and disposal of hazardous
substances, oil field waste and other waste materials, the use of underground
storage tanks and the use of underground injection wells. We generally try to
require our customers to contractually assume responsibility for compliance with
environmental regulations, however, we are not always successful in shifting all
of those risks, nor is there any assurance that the applicable customer will be
financially able to bear those risks assumed.
8
SOME OF OUR CONTACT DRILLING SERVICES ARE DONE UNDER TURNKEY AND FOOTAGE
CONTRACTS, WHICH ARE FINANCIALLY RISKY.
A portion of our contract drilling is done under turnkey contracts and
footage contracts, which involve significant risks. Under turnkey contracts, we
contract to drill a well to a certain depth under specified conditions at a
fixed price. Under footage contacts, we contract to drill a well to a certain
depth under specified conditions at a fixed price per foot. The risk to us under
these types of drilling contracts are greater than on a well drilled on a
daywork basis. Unlike daywork contracts, we must bear the cost of performing
drilling services until the target depth is reached. We must also make
significant up-front working capital commitments prior to receiving payment. In
addition, we must assume most of the risk associated with the drilling
operations, generally assumed by the operator of the well on a daywork contract,
including blowouts, loss of hole from fire, machinery breakdowns and abnormal
drilling conditions. Accordingly, if severe drilling problems are encountered in
drilling wells under such contracts, we could suffer substantial losses.
ANTI-TAKEOVER MEASURES IN OUR CHARTER DOCUMENTS AND UNDER STATE LAW COULD
DISCOURAGE AN ACQUISITION OF PATTERSON-UTI AND THEREBY AFFECT THE RELATED
PURCHASE PRICE.
Patterson-UTI, as a Delaware corporation, is subject to the Delaware
General Corporation Law, including Section 203, an anti-takeover law enacted in
1988. We have also enacted certain anti-takeover measures, including a
stockholders' rights plan. In addition, our board of directors has the authority
to issue up to one million shares of preferred stock and to determine the price,
rights (including voting rights), conversion ratios, preferences and privileges
of that stock without further vote or action by the holders of the common stock.
As a result of these measures and others, potential acquirers of Patterson-UTI
may find it more difficult or be discouraged from attempting to effect an
acquisition transaction with us. This may deprive holders of our securities of
certain opportunities to sell or otherwise dispose of the securities at
above-market prices pursuant to any such transactions.
WE HAVE PAID NO DIVIDENDS ON OUR COMMON STOCK AND HAVE NO PLANS TO PAY
DIVIDENDS.
We have not declared or paid cash dividends on our common stock in the
past. We do not expect to declare or pay any cash dividends on our common stock
in the foreseeable future. The terms of our existing credit facility limit the
payment of dividends without the prior written consent of the lenders.
USE OF PROCEEDS
We will not receive any proceeds from the sale of our common stock by
the selling stockholders.
DIVIDEND POLICY
Patterson-UTI has not paid cash dividends on our common stock in the
past and does not expect to pay any cash dividends on the common stock in the
foreseeable future. Instead, we intend to retain our earnings to support the
operations and growth of our businesses. Any future cash dividends would depend
on future earnings, capital requirements, Patterson-UTI's financial condition
and other factors deemed relevant by our Board of Directors. In addition, the
terms of our existing credit facility limit the payment of dividends without the
prior written consent of the lenders.
9
SELLING STOCKHOLDERS
The following table sets forth the name of each selling stockholder,
the total number of shares of our common stock beneficially owned by each
selling stockholder as of June 11, 2002, and the total number of shares that
each selling stockholder may offer and sell pursuant to this prospectus. The
exact number of shares of common stock that each selling stockholder may retain
upon completion of this offering cannot be determined at this time. However, if
all shares of common stock offered pursuant to this prospectus were sold, upon
completion of this offering no selling stockholder would own more than 1% of our
common stock. None of the selling stockholders has had any position, office or
other material relationship with Patterson-UTI or any of its predecessors or
affiliates within the past three years.
Shares Shares
Beneficially Shares Being Beneficially
Owned Offered in Owned After
Name Before Offering the Offering Offering
---- -------------- -------------- --------------
Roy T. Oliver, Jr .......................................... 801,214(1) 456,790 344,424(1)
Oliver Family Trust F.B.O. William R. Oliver, Lee C ........
Arbogast, Trustee (2) ................................. 38,889 38,889 0
Oliver Family Trust F.B.O. Jackson T. Oliver, Lee C ........
Arbogast, Trustee (2) ................................. 38,889 38,889 0
Michael D. Oliver .......................................... 85,335(3) 61,729 23,606(4)
Katrina J. Martin .......................................... 7,353(5) 6,173 1,180(6)
Estate of Wendel Wells ..................................... 6,173 6,173 0
Emily Oliver ............................................... 9,259 9,259 0
Ashley Oliver Ritenour ..................................... 9,259 9,259 0
Lee C. Arbogast, Custodian for Tyler L. Arbogast under
Oklahoma UTMA (2) ..................................... 3,086 3,086 0
Lee C. Arbogast, Custodian for Kelsey L. Arbogast under
Oklahoma UTMA (2) ..................................... 3,086 3,086 0
Mike Mullen ................................................ 23,041(7) 16,667 6,374(8)
-------------- -------------- --------------
Totals ...................................... 1,025,584 650,000 375,584
============== ============== ==============
(1) Includes 94,424 shares which may be acquired pursuant to warrants which are
presently exercisable, including warrants to purchase 11,802 shares which are
held by Mr. Oliver as custodian for his children, William R. Oliver and Jackson
T. Oliver.
(2) Mr. Arbogast, as Trustee, has voting and dispositive powers with respect to
the shares and, therefore, may be deemed the beneficial owner of the shares.
(3) Includes 23,606 shares which may be acquired pursuant to warrants which are
presently exercisable.
(4) Represents 23,606 shares which may be acquired pursuant to warrants which
are presently exercisable.
10
(5) Includes 1,180 shares which may be acquired pursuant to warrants which are
presently exercisable.
(6) Represents 1,180 shares which may be acquired pursuant to warrants which are
presently exercisable.
(7) Includes 6,374 shares which may be acquired pursuant to warrants which are
presently exercisable.
(8) Represents 6,374 shares which may be acquired pursuant to warrants which are
presently exercisable.
The shares of our common stock being offered by the selling
stockholders in this offering were issued to the selling stockholders as
consideration for the acquisition of a company owned by them.
Pursuant to the terms of a registration rights agreement executed in
connection with the acquisition agreement, we will pay all expenses of
registering the shares under the Securities Act, including all registration and
filing fees, printing expenses and the fees and disbursements of our counsel and
accountants. The agreement also provides that we will indemnify the selling
stockholders against certain civil liabilities, including liabilities under the
Securities Act, or will contribute to payments the selling stockholders may be
required to make in respect thereof. The selling stockholders will pay all fees
and disbursements of their counsel and all brokerage fees, commissions and
expenses for any shares that are registered and that they sell. We expect to
withdraw registration of any unsold shares on or shortly after March 20, 2003,
when we expect the shares will be eligible for public sale pursuant to the
exemption from registration provided by Rule 144 under the Securities Act.
PLAN OF DISTRIBUTION
The selling stockholders may offer and sell the shares of common stock
offered by this prospectus from time to time in one or more of the following
transactions:
o in the over-the-counter market, on the NASDAQ National Market or
any other securities exchange on which our common stock may be then
listed;
o in transactions other than in the over-the-counter market or any
such exchange (including negotiated transactions and other private
transactions);
o in short sales of the common stock, in transactions to cover short
sales or otherwise in connection with short sales;
o by pledge to secure debts and other obligations or on foreclosure
of a pledge;
o through put or call options, including the writing of
exchange-traded call options, or other hedging transactions related
to the common stock; or
o in a combination of any of the above transactions.
Any hedging transactions that may be entered into by the selling
stockholders from time to time may include, among others, one or more of the
following transactions, in which a selling stockholder may:
o enter into transactions with a broker-dealer or any other person in
connection with which such broker-dealer or other person will
engage in short sales of the common stock under this prospectus, in
which case such broker-dealer or other person may use shares of
common stock received from the selling stockholder to close out its
short positions;
11
o sell common stock short itself and redeliver shares offered by this
prospectus to close out its short positions or to close out stock
loans incurred in connection with their short positions;
o enter into option or other types of transactions that require the
selling stockholder to deliver common stock to a broker-dealer or
any other person, who will then resell or transfer the common stock
under this prospectus; or
o loan or pledge the common stock to a broker-dealer or any other
person, who may sell the loaned shares, or, in an event of default
in the case of pledge, sell the pledged shares under this
prospectus.
The selling stockholders may use broker-dealers or other persons to
sell their shares in transactions that may include, among others, one or more of
the following:
o a block trade in which a broker-dealer or other person may resell a
portion of the block, as principal or agent, in order to facilitate
the transaction;
o purchases by a broker-dealer or other person, as principal, and
resale by the broker-dealer or other person for its account; or
o ordinary brokerage transactions and transactions in which a broker
purchases.
Broker-dealers or other persons may receive discounts or commissions
from the selling stockholders, or they may receive commissions from purchasers
of shares for whom they acted as agents, or both. Broker-dealers or other
persons engaged by the selling stockholders may allow the broker-dealers or
other persons to participate in resales. The selling stockholders may agree to
indemnify any broker-dealer or agent against certain liabilities related to the
selling of the shares, including liabilities arising under the Securities Act.
The selling stockholders have advised us that they may sell their
shares at market prices prevailing at the time of sale, at prices related to
such prevailing market prices, at negotiated prices or at fixed prices and that
the transactions listed above may include cross or block transactions.
LEGAL MATTERS
The validity of the shares offered hereby will be passed upon for
Patterson-UTI by Fulbright & Jaworski L.L.P., Houston, Texas.
EXPERTS
The consolidated financial statements of Patterson-UTI incorporated in
this Prospectus by reference to Patterson-UTI's Annual Report on Form 10-K for
the year ended December 31, 2001, except as they relate to UTI Energy Corp. as
of December 31, 2000 and the two years then ended, have been audited by
PricewaterhouseCoopers LLP, independent accountants, and, insofar as they relate
to UTI Energy Corp., by Ernst & Young LLP, independent accountants, whose report
thereon appears therein. Such financial statements have been so included in
reliance on the reports of such independent accountants given on the authority
of said firm as experts in auditing and accounting.
12
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC under the Securities Exchange Act of 1934. You
may read and copy this information at the following locations of the SEC:
Judiciary Plaza, Room 10024 Seven World Trade Center
450 Fifth Street, N.W. Suite 1300
Washington, D.C. 20549 New York, New York 10048
Citicorp Center
500 West Madison Street
Suite 1400
Chicago, Illinois 60661
You can also obtain copies of this information by mail from the Public
Reference Room of the SEC, 450 Fifth Street, N.W., Room 10024, Washington, D.C.
20549, at prescribed rates. You may obtain information on the operation of the
Public Reference Room by calling the SEC at (800) SEC-0330.
The SEC also maintains an internet world wide web site that contains
reports, proxy statements and other information about issuers, like
Patterson-UTI, that file electronically with the SEC. The address of that site
is http://www.sec.gov.
You can also inspect reports, proxy statements and other information
about us at the offices of the National Association of Securities Dealers, Inc.,
1735 K Street, N.W., Washington, D.C. 20006.
We have filed with the SEC a registration statement on Form S-3
covering the shares offered by the prospectus. The registration statement,
including the attached exhibits and schedules, contains additional relevant
information about us and our common stock. The rules and regulations of the SEC
allow us to omit certain information included in the registration statement from
this prospectus.
13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Capitalized terms used but not defined in Part II have the meanings
ascribed to them in the Prospectus included as part of this Registration
Statement.
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses expected to be incurred in
connection with the issuance and distribution of the Securities registered
hereby, all of which expenses, except for the SEC registration fee and the NASD
filing fee, are estimates:
Description Amount
----------- ------
SEC registration fee........................................... $ 1,758
Legal fees and expenses........................................ 7,500
Accounting fees and expenses................................... 2,500
Miscellaneous.................................................. 742
---------
Total................................................ $ 12,500
=========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL")
provides for indemnification by a corporation of costs incurred by directors,
employees and agents in connection with an action, suit or proceeding brought by
reason of their position as a director, employee or agent. The person being
indemnified must have acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation. The DGCL
provides that a corporation may advance payment of expenses. The DGCL further
provides that the indemnification and advancement of expenses provisions of the
DGCL will not be deemed exclusive of any other rights to which these
indemnifications or advancements of expenses may be entitled under bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action under official capacity and as to action in another capacity when
holding such office.
In addition to the general indemnification section, Delaware law
provides further protection for directors under Section 102(b)(7) of the DGCL.
This section was enacted in June 1986 and allows a Delaware corporation to
include in its certificate of incorporation a provision that eliminates and
limits certain personal liability of a director for monetary damages for certain
breaches of the director's fiduciary duty of care, provided that any such
provision does not (in the words of the statute) do any of the following:
[E]liminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under
Section 174 of this Title (dealing with willful or negligent violation
of the statutory provision concerning dividends and stock purchases and
redemptions), or (iv) for any transaction from which the director
derived an improper personal benefit. No such provision shall eliminate
or limit the liability of a director for any act or omission occurring
prior to the date when such provision becomes effective....
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The Board of Directors is empowered to make other indemnification as
authorized under any bylaw, agreement, the Certificate of Incorporation, Bylaws
or corporate resolution so long as the indemnification is consistent with the
DGCL.
Patterson-UTI's Restated Certificate of Incorporation, as amended,
provides that, to the fullest extent permitted by the DGCL, a director of
Patterson-UTI will not be liable to Patterson-UTI or its stockholders for
monetary damages for breach of fiduciary duty as a director. Patterson-UTI's
Amended and Restated Bylaws provide that Patterson-UTI, to the maximum extent
and in the manner permitted by the DGCL, shall indemnify each of its directors
and officers against expenses (including attorneys' fees), judgments, fines,
settlements and other amounts actually and reasonably incurred in connection
with any proceeding, arising by reason of the fact that such person is or was an
agent of Patterson-UTI, provided however, that Patterson-UTI may modify the
extent of such indemnification by individual contracts with its directors and
executive officers and, provided further, that Patterson-UTI shall not be
required to indemnify any director or officer in connection with any proceeding
(or part thereof) initiated by such person unless (i) such indemnification is
expressly required to be made by law, (ii) the proceeding was authorized in
advance by the board of directors of Patterson-UTI, (iii) such indemnification
is provided by Patterson-UTI, in its sole discretion, pursuant to the powers
vested in Patterson-UTI under the DGCL or (iv) such indemnification is required
to be made pursuant to an individual contract. Patterson-UTI's Amended and
Restated Bylaws also provide that Patterson-UTI shall advance the payment of
expenses. Patterson-UTI maintains director and officer liability insurance
covering director and officer indemnification.
Patterson-UTI also has an Indemnity Agreement with each of its
directors and executive officers. The standard for indemnification under the
Indemnity Agreement is substantially the same as under Patterson-UTI's Amended
and Restated Bylaws, as amended. The Indemnity Agreement, however, provides for
the creation of a trust account in the event of a "change in control" (as
defined in the Indemnity Agreement), funded in an amount sufficient to
reasonably satisfy any and all expenses incurred by a director or executive
officer in connection with investigating, preparing for, participating in,
and/or defending any proceeding relating to any Indemnifiable Event (as defined
in the Indemnity Agreement). The trustee of such trust account is to be selected
by the director or executive officer receiving the indemnity under the Indemnity
Agreement.
In the Agreement and Plan of Merger between Patterson Energy, Inc. and
UTI Energy Corp. dated as of February 4, 2001, pursuant to which UTI Energy
Corp. ("UTI") merged with and into Patterson Energy, Inc. with Patterson-UTI as
the surviving corporation ("Merger"), Patterson-UTI agreed to indemnify the
former officers and directors of UTI from liabilities arising out of actions or
omissions in their capacity as such prior to the effective time of the Merger,
and advance reasonable litigation expenses incurred in connection with such
actions or omissions, to the full extent permitted under UTI's certificate of
incorporation and bylaws. Further, for a period of six years after the effective
time of the Merger, Patterson-UTI will provide the former officers and directors
of UTI with an insurance and indemnification policy that provides coverage
through the effective time of the Merger; provided that the maximum aggregate
amount of premiums that Patterson-UTI will be required to pay to provide and
maintain this coverage does not exceed $300,000 per year.
II-2
ITEM 16. EXHIBITS.
The following exhibits are filed herewith or incorporated by reference
herein:
Exhibit
Number Description
2.1 Plan and Agreement of Merger dated October 14, 1993, between
Patterson Energy, Inc., a Texas corporation and Patterson Energy,
Inc., a Delaware corporation, together with related Certificate
of Merger (1)
2.2 Agreement and Plan of Merger, dated as of April 12, 1996, among
Patterson-UTI Energy, Inc., Patterson-UTI Drilling Company and
Tucker Drilling Company, Inc. and amendment thereto, dated May
16, 1996 (2)
2.2 Agreement and Plan of Merger, dated February 4, 2001, by and
between UTI Energy Corp. and Patterson Energy, Inc. (3)
4.1 Excerpt from Restated Certificate of Incorporation, as amended,
of Patterson-UTI Energy, Inc. regarding authorized Common Stock
and Preferred Stock (4)
5.1 Opinion of Fulbright & Jaworski L.L.P. regarding the legality of
the shares to be offered
10.1 Agreement and Plan of Merger, dated as of March 10, 2002, among
Patterson-UTI Energy, Inc., Patterson-UTI Drilling Company LP,
LLLP, and Odin Drilling, Inc. (5)
23.1 Consent of independent accountants, PricewaterhouseCoopers LLP
23.2 Consent of independent auditors, Ernst & Young LLP
23.3 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1)
24.1 Power of Attorney (included on the signature page hereto)
----------
(1) Incorporated by reference to Item 27, "Exhibits" to Amendment to No. 2 to
Registration Statement on Form SB-2 (Filed No. 33-68058-FW) filed on October 28,
1993.
(2) Incorporated by reference to Item 7, "Financial Statements and Exhibits" to
Form 8-K dated April 22, 1996, and filed with the SEC on April 30, 1996.
(3) Incorporated by reference to Item 7, "Financial Statements and Exhibits" to
Form 8-K dated February 4, 2001, and filed with the SEC on February 16, 2001.
(4) Incorporated by reference to Item 6, "Exhibits and Reports on Form 8-K" to
Form 10-Q for the quarterly period ended June 30, 2001 and filed on August 1,
2001.
(5) Incorporated by reference to Item 6, "Exhibits and Reports on Form 8-K" to
Form 10-Q for the quarterly period ended March 31, 2002 and filed on May 14,
2002.
ITEM 17. UNDERTAKINGS.
1. Patterson-UTI hereby undertakes:
(a) 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 of 1933;
(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
II-3
set forth in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of such 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% 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 (1)(a)(i) and
(1)(a)(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 by Patterson-UTI pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.
(b) That, for the purpose of determining any liability under
the Securities Act of 1933, 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.
(c) 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.
(d) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of Patterson-UTI's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 that is incorporated by reference in this 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.
2. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Securities Act") may be permitted to directors,
officers and controlling persons of Patterson-UTI pursuant to the foregoing
provisions, or otherwise, Patterson-UTI has been advised that in the opinion of
the Securities and Exchange 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 Patterson-UTI of expenses incurred or paid by a director, officer
or controlling person of Patterson-UTI 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, Patterson-UTI 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Patterson-UTI certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Snyder, State of Texas, on the 12th day of June,
2002.
PATTERSON-UTI ENERGY, INC.
By: /s/ A. GLENN PATTERSON
---------------------------
A. Glenn Patterson
President
II-5
Each of the undersigned officers and directors of Patterson-UTI Energy,
Inc. hereby appoints Cloyce A. Talbott and A. Glenn Patterson as attorneys and
agents for the undersigned, with full power of substitution, for and in the
name, place and stead of the undersigned, to sign and file with the SEC under
the Securities Act of 1933 any and all amendments (including post-effective
amendments) and exhibits to this Registration Statement and any and all
applications, instruments or documents to be filed with the SEC pertaining to
the registration of the Securities covered hereby, with full power and authority
to do and perform any and all acts and things whatsoever requisite and necessary
or desirable.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed as of June 12, 2002, by the following
persons in the capacities indicated:
/s/ CLOYCE A. TALBOTT Chief Executive Officer, Director (principal
-------------------------------------- executive officer)
Cloyce A. Talbott
/s/ JONATHAN D. NELSON Vice President, Chief Financial Officer, Secretary,
-------------------------------------- Treasurer (principal financial officer and principal
Jonathan D. Nelson accounting officer)
/s/ MARK S. SIEGEL Chairman of the Board, Director
--------------------------------------
Mark S. Siegel
/s/ A. GLENN PATTERSON President, Chief Operating Officer and Director
--------------------------------------
A. Glenn Patterson
/s/ KENNETH N. BERNS Director
--------------------------------------
Kenneth N. Berns
/s/ STEPHEN J. DeGROAT Director
--------------------------------------
Stephen J. DeGroat
/s/ ROBERT C. GIST Director
--------------------------------------
Robert C. Gist
/s/ CURTIS W. HUFF Director
--------------------------------------
Curtis W. Huff
/s/ KENNETH R. PEAK Director
--------------------------------------
Kenneth R. Peak
/s/ NADINE C. SMITH Director
--------------------------------------
Nadine C. Smith
II-6
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
2.1 Plan and Agreement of Merger dated October 14, 1993, between
Patterson Energy, Inc., a Texas corporation and Patterson Energy,
Inc., a Delaware corporation, together with related Certificate
of Merger(1)
2.2 Agreement and Plan of Merger, dated as of April 12, 1996, among
Patterson-UTI Energy, Inc., Patterson-UTI Drilling Company and
Tucker Drilling Company, Inc. and amendment thereto, dated May
16, 1996(2)
2.2 Agreement and Plan of Merger, dated February 4, 2001, by and
between UTI Energy Corp. and Patterson Energy, Inc.(3)
4.1 Excerpt from Restated Certificate of Incorporation, as amended,
of Patterson-UTI Energy, Inc. regarding authorized Common Stock
and Preferred Stock(4)
5.1 Opinion of Fulbright & Jaworski L.L.P. regarding the legality of
the shares to be offered
10.1 Agreement and Plan of Merger, dated as of March 10, 2002, among
Patterson-UTI Energy, Inc., Patterson-UTI Drilling Company LP,
LLLP, and Odin Drilling, Inc.(5)
23.1 Consent of independent accountants, PricewaterhouseCoopers LLP
23.2 Consent of independent auditors, Ernst & Young LLP
23.3 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1)
24.1 Power of Attorney (included on the signature page hereto)
----------
(1) Incorporated by reference to Item 27, "Exhibits" to Amendment to No. 2 to
Registration Statement on Form SB-2 (Filed No. 33-68058-FW) filed on October 28,
1993.
(2) Incorporated by reference to Item 7, "Financial Statements and Exhibits" to
Form 8-K dated April 22, 1996, and filed with the SEC on April 30, 1996.
(3) Incorporated by reference to Item 7, "Financial Statements and Exhibits" to
Form 8-K dated February 4, 2001, and filed with the SEC on February 16, 2001.
(4) Incorporated by reference to Item 6, "Exhibits and Reports on Form 8-K" to
Form 10-Q for the quarterly period ended June 30, 2001 and filed on August 1,
2001.
(5)Incorporated by reference to Item 6, "Exhibits and Reports on Form 8-K" to
Form 10-Q for the quarterly period ended March 31, 2002 and filed on May 14,
2002.