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): January 18, 2006
PARKER DRILLING COMPANY
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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1-7573
(Commission
File Number)
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73-0618660
(I.R.S. Employer
Identification No.) |
1401 Enclave Parkway, Suite 600
Houston, Texas 77077
(Address of principal executive offices, including zip code)
(281) 406-2000
(Registrant’s telephone number, including area code)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On January 18, 2006, Parker Drilling Company, a Delaware corporation (the “Company”), entered
into an underwriting agreement (the “Underwriting Agreement”) with Lehman Brothers Inc. in
connection with an underwritten public offering (the “Offering”) of 8,900,000 shares of the
Company’s common stock. Pursuant to the Underwriting Agreement, the Company has also granted the
underwriter a 30-day option to purchase up to an additional 1,335,000 shares of common stock of the
Company if the underwriter sells more than 8,900,000 shares in the Offering. The shares of common
stock to be sold in the Offering have been registered under the Securities Act of 1933, as amended,
pursuant to the Company’s existing shelf registration statement (File No. 333-131066). The closing
of the Offering is expected to occur on January 23, 2006, subject to satisfaction of customary
closing conditions.
The Company expects the net proceeds from the Offering to be approximately $99.9 million,
after deducting underwriting discounts and commissions, but before the estimated expenses of the
Offering. If the underwriter exercises its option to purchase additional shares in full, the
Company estimates that the net proceeds from such exercise will be approximately $114.9 million,
after deducting underwriting discounts and commissions, but before the estimated expenses of the
Offering. The Company intends to use the net proceeds of the Offering, together with cash on hand,
to (i) invest approximately $50 million in its rental tools subsidiairy, Quail Tools, L.P., to
enable it to expand and open new rental facilities to facilitate its ability to service customers
operating in the domestic and international land and offshore oil and gas drilling business; (ii)
construct two new land rigs for an estimated total cost of $40 million for utilization in
international markets; and (iii) construct one new deep drilling barge rig for approximately $35
million for utilization in the transition zones of the U.S. Gulf of Mexico.
Neither this Current Report on Form 8-K, nor the press release included as an exhibit hereto,
constitutes an offer to sell or a solicitation of an offer to buy the securities described herein,
nor shall there be any sale of these securities in any state or jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. The Offering is being made only by means of a prospectus
and related prospectus supplement.
Item 9.01. Financial Statements and Exhibits.
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| Exhibit No. |
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Description |
1.1
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Underwriting Agreement, dated as of January 18, 2006, by and
between Parker Drilling Company and Lehman Brothers Inc. |
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99.1
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Press release dated January 18, 2006 |