AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 5, 2002.
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 (I.R.S. Employer Identification
of incorporation or organization) Number)
1401 ENCLAVE PARKWAY, SUITE 600, HOUSTON, TX 77077
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)
PARKER DRILLING COMPANY THIRD AMENDED AND RESTATED 1997 STOCK PLAN
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(FULL TITLE OF PLAN)
JAMES J. DAVIS
SENIOR VICE PRESIDENT-FINANCE, CHIEF FINANCIAL OFFICER
1401 ENCLAVE PARKWAY, SUITE 600
HOUSTON, TEXAS 77077
(281) 406-2000
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF REGISTRATION
REGISTERED REGISTERED(1)(2) OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE FEE
(3) (3)
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Common Stock, $.16 2/3 par 1,195,000 shares $2.24 $2,676,800
value per share 605,000 shares $2.26 $1,367,300 $372
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1,800,000 total $4,044,100
shares
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(1) Indicates the additional number of shares of Common Stock authorized
and reserved for issuance under, or which may be sold upon the exercise
of options that have previously been granted and/or may be granted to
certain persons under, the Parker Drilling Company Third Amended and
Restated 1997 Stock Plan. Also includes an indeterminate number of
shares of Common Stock that may be issuable by reason of stock splits,
stock dividends or similar transactions.
(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 Wells Fargo Bank Minnesota, N.A. (formerly Norwest
Bank Minnesota, N.A.), as Rights Agent.
(3) This calculation is made solely for the purpose of determining the
registration fee pursuant to the provisions of Rule 457(h) under the
Securities Act of 1933 as follows: (i) in the case of shares of Common
Stock which may be purchased upon the exercise of outstanding options,
the fee is calculated on the basis of the price at which the options
may be exercised; and (ii) in the case of shares of Common Stock which
may be issued upon the vesting of restricted stock or for which options
have not yet been granted and the option price of which is therefore
unknown, the fee is calculated on the basis of the average high and low
sales prices per share of Common Stock as reported on the New York
Stock Exchange on September 3, 2002.
EXPLANATORY NOTE
This Registration Statement on Form S-8 registers an additional
1,800,000 shares of Common Stock of Parker Drilling Company (the
"Registrant"), par value $0.16 2/3 per share, issuable pursuant to its
Third Amended and Restated 1997 Stock Plan (the "1997 Plan"), which was
amended and restated to increase the number of shares of Common Stock
available for issuance under the 1997 Plan.
The shares registered hereunder are of the same class of securities
for which three registration statements filed on Form S-8 relating to the
1997 Plan are effective. Accordingly, pursuant to General Instruction E of
Form S-8, the contents of the Registration Statement on Form S-8 (File No.
333-41369), the Registration Statement on Form S-8 (File No. 333-84069) and
the Registration Statement on Form S-8 (File No. 333-59132) filed by the
Registrant with the Securities and Exchange Commission are hereby
incorporated by reference. The following items contain information required
in this Registration Statement that was not included in the previous
registration statements.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I of Form S-8 to be contained in the
Section 10(a) Prospectus is omitted from this Registration Statement in
accordance with Rule 428 of the Securities Act of 1933, as amended, and
the Note to Part I of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by the Registrant 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, 2001.
(2) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2002 and June 30, 2002.
(3) The Registrant's current reports on Form 8-K dated April 1, 2002, and June
28, 2002.
(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 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, P.C., Tulsa, Oklahoma. Mr. Potter, a shareholder,
director and officer of Conner & Winters, P.C., is Corporate Secretary of the
Registrant. As of the date hereof, attorneys of Conner & Winters, P.C., owned,
directly or indirectly, 9,000 shares of common stock of the Registrant and Mr.
Potter has the right to exercise options to receive an additional 114,896
shares.
ITEM 8. EXHIBITS.
The following are included as exhibits to this Registration Statement:
Exhibit No. Document
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4.1 Parker Drilling Company Third Amended and Restated 1997 Stock
Plan.
4.2 Form of Stock Option Award Agreement for Third Amended and
Restated 1997 Stock Plan.
5 Opinion of Conner & Winters, P.C.
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15 Letter regarding Unaudited Interim Financial Information
23.1 Consent of PricewaterhouseCoopers LLP, independent
accountants.
23.2 Consent of Conner & Winters, P.C. (included in Exhibit 5).
24 Power of Attorney (included in signature page hereof).
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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 5, 2002.
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 5, 2002.
Signature Title Signature Title
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/s/ ROBERT L. PARKER JR. /s/ ROBERT L. PARKER
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Robert L. Parker Jr. President, Chief Executive Officer Robert L. Parker Chairman of the
(Principal Executive Officer) Board and Director
and Director
/s/ JAMES J. DAVIS /s/ JAMES W. LINN
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James J. Davis Senior Vice President-Finance James W. Linn Director
and Chief Financial Officer
(Principal Financial Officer)
/s/ W. KIRK BRASSFIELD /s/ ROBERT W. GATES
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W. Kirk Brassfield Vice President and Controller Robert W. Gates Director
(Principal Accounting Officer)
/s/ R. RUDOLPH REINFRANK /s/ DAVID L. FIST
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R. Rudolph Reinfrank Director David L. Fist Director
/s/ BERNARD DUROC-DANNER /s/ JAMES E. BARNES
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Bernard Duroc-Danner Director James E. Barnes Director
/s/ SIMON G. KUKES /s/ JOHN W. GIBSON
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Simon G. Kukes Director John W. Gibson Director
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EXHIBIT INDEX
EXHIBIT
NUMBER DOCUMENT
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4.1* Parker Drilling Company Third Amended and Restated 1997 Stock
Plan.
4.2* Form of Stock Option Award Agreement for Third Amended and
Restated 1997 Stock Plan.
5* Opinion of Conner & Winters, P.C.
15* Letter regarding Unaudited Interim Financial Information
23.1* Consent of PricewaterhouseCoopers LLP, independent
accountants.
23.2* Consent of Conner & Winters, P.C. (included in Exhibit 5).
24* Power of Attorney (included in signature page hereof).
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*Filed herewith
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