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As filed with the Securities and Exchange Commission on November 18, 2003

Registration No. 333-            



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933


PIONEER DRILLING COMPANY
(Exact name of registrant as specified in its charter)

Texas
(State or other jurisdiction of
incorporation or organization)
  9310 Broadway, Bldg. 1
San Antonio, Texas

(Address of Principal Executive Offices)
  74-2088619
(I.R.S. Employer
Identification No.)
    78217
(Zip Code)
   


PIONEER DRILLING COMPANY 2003 STOCK PLAN
(Full title of the plan)


Michael E. Little
Chief Executive Officer
Pioneer Drilling Company
9310 Broadway, Bldg. 1
San Antonio, Texas 78217
(Name and address of agent for service)

(210) 828-7689
Fax: (210) 828-8228
(Telephone number, including area code,
of agent for service)

copy to:
Ted W. Paris, Esq.
Baker Botts L.L.P.
3000 One Shell Plaza
Houston, Texas 77002-4995
(713) 229-1234
Fax: (713) 229-1522


CALCULATION OF REGISTRATION FEE


Title of
Securities to be
Registered

  Amount
to be
Registered

  Proposed Maximum
Offering Price Per
Share(1)

  Proposed
Maximum
Aggregate
Offering Price(1)

  Amount of
Registration
Fee


Common Stock (par value $.10 per share)   3,000,000   $3.69   $11,070,000   $896

(1)
Estimated in accordance with Rule 457(c) and (h) solely for the purpose of calculating the registration fee and based on the average of the high and low sales price of the shares of Common Stock of Pioneer Drilling Company quoted on the American Stock Exchange on November 13, 2003.





PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        Note: The document(s) containing the employee benefit plan information required by Item 1 of Form S-8 and the statement of availability of registrant information and any other information required by Item 2 of Form S-8 will be sent or given to participants as specified by Rule 428 under the Securities Act of 1933, as amended (the "Securities Act"). In accordance with Rule 428 and the requirements of Part I of Form S-8, such documents are not being filed with the Securities and Exchange Commission (the "SEC") either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. The registrant will maintain a file of such documents in accordance with the provisions of Rule 428. Upon request, the registrant will furnish to the SEC or its staff a copy or copies of all of the documents included in that file.




PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

        This Registration Statement incorporates herein by reference the following documents, which have been filed with the SEC by Pioneer Drilling Company, a Texas corporation, pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"):

            1.     Pioneer Drilling's Annual Report on Form 10-K for the year ended March 31, 2003;

            2.     Pioneer Drilling's Quarterly Reports on Form 10-Q for the quarters ended June 30, 2003 and September 30, 2003; and

            3.     The description of Pioneer Drilling's Common Stock, par value $.10 per share ("Common Stock"), contained in Pioneer Drilling's Registration Statement on Form 8-A, as filed with the SEC on February 9, 2001.

        Each document filed by Pioneer Drilling pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered pursuant to this Registration Statement have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents.

        Any statement 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 herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.


Item 4. Description of Securities

        Not Applicable.


Item 5. Interests of Named Experts and Counsel

        Not Applicable.


Item 6. Indemnification of Directors and Officers

        Pioneer Drilling's Articles of Incorporation eliminate liability of the Pioneer Drilling's directors for monetary damages for breaches of their fiduciary duty of care to Pioneer Drilling and its shareholders, but not for breaches of their duty of loyalty to Pioneer Drilling, acts or omissions not in good faith or involving intentional misconduct, knowing violations of law and transactions leading to improper personal benefits to the directors. Pioneer Drilling is authorized under its Bylaws to maintain, on behalf of its officers and directors, insurance against certain liabilities arising out of the discharge of their duties and also to maintain insurance covering Pioneer Drilling against indemnification payments to its officers and directors for certain liabilities. In addition, Pioneer Drilling's Bylaws provide that each director and officer shall be indemnified to the full extent permitted by Texas law.


Item 7. Exemption from Registration Claimed

        Not Applicable.

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Item 8. Exhibits

        The following documents are filed as a part of this registration statement or incorporated by reference herein:

Exhibit
No.

   
  Description
4.1*     Articles of Incorporation of Pioneer Drilling Company, as amended (Form 10-K for the year ended March 31, 2001 (File No. 001-08182, Exhibit 3.1)).

4.2*

 


 

Bylaws of Pioneer Drilling Company (Form 10-K for the year ended March 31, 2001 (File No. 2-70145, Exhibit 3.2)).

4.3

 


 

Form of Certificate representing Common Stock of Pioneer Drilling Company.

4.4

 


 

Pioneer Drilling Company 2003 Stock Plan.

5.1

 


 

Opinion of Baker Botts L.L.P.

23.1

 


 

Consent of KPMG LLP.

23.2

 


 

Consent of Baker Botts L.L.P. (included in Exhibit 5.1).

24.1

 


 

Powers of Attorney (included on the signature pages hereof).

*
Incorporated herein by reference as indicated.


Item 9. Undertakings

        (a)   The undersigned registrant hereby undertakes:

            (1)   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;

              (ii)   To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of 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 Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act 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 this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above 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 the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

II-2


            (2)   That, for the purpose of determining any liability under the Securities Act, 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.

            (3)   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.

        (b)   The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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.

        (c)   Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the registrant pursuant to the provisions described under Item 6 above, or otherwise, the registrant 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 the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant 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, the registrant 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, 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 the 18th day of November, 2003.

    PIONEER DRILLING COMPANY

 

 

By:

/s/  
MICHAEL E. LITTLE       
Michael E. Little
Chairman of the Board and Chief Executive Officer


POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Michael E. Little, Wm. Stacy Locke, and William D. Hibbetts, and each of them, each of whom may act without the joinder of the others, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing appropriate or necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

        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 the 18th day of November, 2003.

Signature
   
  Title

 

 

 

 

 
/s/   MICHAEL E. LITTLE       
Michael E. Little
      Chairman, Chief Executive Officer and Director
(Principal Executive Officer)

/s/  
WM. STACY LOCKE       
Wm. Stacy Locke

 

 

 

President, Chief Financial Officer and Director
(Principal Financial Officer)

/s/  
WILLIAM D. HIBBETTS       
William D. Hibbetts

 

 

 

Senior Vice President, Chief Accounting Officer,
Secretary and Director (Principal Accounting Officer)

/s/  
C. JOHN THOMPSON       
C. John Thompson

 

 

 

Director

/s/  
JAMES M. TIDWELL       
James M. Tidwell

 

 

 

Director

/s/  
WILLIAM H. WHITE       
William H. White

 

 

 

Director

/s/  
DEAN A. BURKHARDT       
Dean A. Burkhardt

 

 

 

Director

II-4



EXHIBIT INDEX

Exhibit
No.

   
  Description
4.1*     Articles of Incorporation of Pioneer Drilling Company, as amended (Form 10-K for the year ended March 31, 2001 (File No. 001-08182, Exhibit 3.1)).

4.2*

 


 

Bylaws of Pioneer Drilling Company (Form 10-K for the year ended March 31, 2001 (File No. 2-70145, Exhibit 3.2)).

4.3

 


 

Form of Certificate representing Common Stock of Pioneer Drilling Company.

4.4

 


 

Pioneer Drilling Company 2003 Stock Plan.

5.1

 


 

Opinion of Baker Botts L.L.P.

23.1

 


 

Consent of KPMG LLP.

23.2

 


 

Consent of Baker Botts L.L.P. (included in Exhibit 5.1).

24.1

 


 

Powers of Attorney (included on the signature pages hereof).

*
Incorporated herein by reference as indicated.

II-5




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PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
SIGNATURES
POWER OF ATTORNEY
EXHIBIT INDEX

NUMBER

SHARES

THIS CERTIFICATE IS TRANSFERABLE IN
NEW YORK, NEW YORK, AND CRANFORD, NEW JERSEY
      SEE REVERSE FOR CERTAIN
DEFINITIONS AND LEGENDS

 

 

 

 


Pioneer Drilling Company

CUSIP 723655 10 6

INCORPORATED UNDER THE LAWS OF THE STATE OF TEXAS

THIS CERTIFIES THAT

IS THE OWNER OF

FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $.10 PER SHARE, OF

PIONEER DRILLING COMPANY

Transferable on the books of the Corporation, in person or by duly authorized attorney, upon surrender of this certificate properly endorsed. This certificate and the shares
represented hereby are issued and shall be subject to the provisions of the laws of the State of Texas and to all of the provisions of the articles of incorporation and the bylaws
of the Corporation, as amended from time to time, (copies of which are on file at the office of the Corporation), to all of which the holder of this certificate by acceptance hereof
assents. This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.

                 IN WITNESS WHEREOF, the Corporation has caused the facsimile signatures of its duly authorized officers and its facsimile seal to be affixed hereto.

        DATED:

[PIONEER DRILLING COMPANY SEAL]

/s/   MICHAEL E. LITTLE           
CHIEF EXECUTIVE OFFICER    

/s/  
WILLIAM D. HIBBETTS       

 

 
SECRETARY
   

PIONEER DRILLING COMPANY

A full statement of the designations, preferences, limitations and relative rights of the shares for each class or series of stock of the Company to the extent they have been fixed and determined and the authority of the Board of Directors to fix and determine the designations, preferences, limitations and relative rights of subsequent series of stock is set forth in the Articles of Incorporation of the Company as amended, and/or resolutions, if any, of the Board of Directors of the Company fixing and determining the designations, preferences, limitations and relative rights of series of stock, copies of which Articles of Incorporation and resolutions, if any, are on file in the Office of the Secretary of State of the State of Texas. Under said Articles of Incorporation, no holder of any shares of the Company has any preemptive right to acquire unissued or treasury shares of the Company. The Company will furnish a copy of said Articles of Incorporation and said resolutions, if any, to the record holder of this certificate without charge upon written request of the Company at its principal place of business or registered office.

        The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:


TEN COM
TEN ENT
JT TEN




as tenants in common
as tenants by the entireties
as joint tenants with right of
survivorship and not as tenants
in common

UNIF GIFT MIN ACT —

_____________Custodian _______________
(Cust)                              (Minor)
under Uniform Gifts to Minors
Act ____________________
                     (State)                
      UNIF TRF MIN ACT — ________Custodian (until age) _________
(Cust)                                     
_______________under Uniform Transfers
(Minor)                                     
to Minors Act ____________________
                             (State)                 
        Additional abbreviations may also be used though not in the above list.
 

For value received,                                                                                                 hereby sell, assign and transfer unto


PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE


Please print or typewrite name and address, including postal zip code, of assignee





                                                                                                                                                                                            
Shares
of the Common Stock represented by the within certificate, and do hereby irrevocably constitute and appoint
 

Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises.

 
Dated                                                                  

                                                                                                                                                                                    
                NOTICE:
THE SIGNATURE TO THIS
ASSIGNMENT MUST CORRESPOND
WITH THE NAME(S) AS WRITTEN
UPON THE FACE OF THE CERTIFICATE
IN EVERY PARTICULAR WITHOUT
ALTERATION OR ENLARGEMENT OR
ANY CHANGE WHATEVER.

 

X


    SIGNATURE

 

X


    SIGNATURE

 

 

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.

 

 

SIGNATURE GUARANTEED BY:

 

 

 



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Exhibit 4.4


PIONEER DRILLING COMPANY
2003 STOCK PLAN

        1.      Purpose . This 2003 Stock Plan (the "Plan") is intended to provide incentives (a) to the officers and employees of Pioneer Drilling Company (the "Company", including any entity that assumes this Plan), its parent (if any) and any present or future subsidiaries of the Company (collectively, "Related Corporations"), by providing them with opportunities to purchase stock in the Company pursuant to options granted hereunder which qualify as "incentive stock options" under Section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code") ("ISO" or "ISOs"); (b) to directors, officers, employees and consultants of the Company and Related Corporations, or any other person or entity, including persons providing regular services to the Company or Related Corporations ("Other Person or Entity"), by providing them with opportunities to purchase stock in the Company pursuant to options granted hereunder which do not qualify as ISOs ("Non-Qualified Option" or "Non-Qualified Options"); and (c) to outside directors by providing each of them with the Non-Qualified Option grants as provided herein ("Outside Directors' Options").

        ISOs, Non-Qualified Options and Outside Directors' Options are referred to hereafter individually as an "Option" and collectively as "Options." Recipients of such Options are hereafter referred to individually as an "Optionee" and collectively as "Optionees." As used herein, the terms "parent" and "subsidiary" mean "parent corporation" and "subsidiary corporation" respectively, as those terms are defined in Sections 424(e) and 424(f) of the Code.

        2.      Administration of the Plan . The Plan shall be administered (i) to the extent required by Rule 16b-3 or any successor or amended rule ("Rule 16b-3") promulgated pursuant to the Securities Exchange Act of 1934 (the "1934 Act"), or the qualified performance-based compensation exception of Section 162(m) of the Code ("Section 162(m)"), by an administrator or administrators who are "non-employee directors" within the meaning of Rule 16b-3 and/or "outside directors" within the meaning of Section 162(m), as applicable, and (ii) in all other cases, by such administrator or administrators as the Board of Directors of the Company (the "Board") may designate (collectively, the "Administrators"). Furthermore, the Administrator(s) shall meet any required criteria set forth on the rules of the exchange on which the Common Stock is listed. Subject to the terms of the Plan, the applicable Administrator shall have the authority to (i) determine the employees of the Company and Related Corporations (from among the class of employees eligible under paragraph 1 to receive ISOs) to whom ISOs may be granted and to determine (from among the class of individuals and entities eligible under paragraph 1 to receive Non-Qualified Options) to whom Non-Qualified Options may be granted; (ii) determine the time or times at which Options may be granted and approve the form of agreement as provided in paragraph 7; (iii) determine the number of shares of Common Stock (subject to the provisions of paragraph 3) and the exercise price of shares subject to each Option (subject to the requirements of paragraph 4 with respect to ISOs and paragraph 5 with respect to Non-Qualified Options); (iv) determine whether each Option granted shall be an ISO or a Non-Qualified Option subject to the provisions of paragraph 1; (v) determine the vesting schedule of each Option, the time or times when each Option shall become exercisable and the duration of the exercise period (subject to paragraph 4 with respect to ISOs and paragraph 5 with respect to Non-Qualified Options); (vi) determine whether restrictions such as repurchase options are to be imposed on shares subject to Options and the nature of such restrictions, if any; and (vii) interpret the Plan and prescribe and rescind rules and regulations relating to it; however, neither the Board nor the applicable Administrator shall have any authority to determine whether or when an outside director shall receive or exercise Outside Directors' Options (or to determine the exercise price of such Outside Directors' Options) other than to ensure compliance with the terms of the Plan with respect to Outside Directors' Options. The interpretation and construction by the applicable Administrator of any provisions of the Plan or of any Option granted under it shall be final unless otherwise determined by the Board. Administrators or the Board may from time to time adopt such rules and regulations for carrying out the Plan, as they



may deem best. No member of the Board, any Administrator or the Company shall be liable for any action or determination made in good faith with respect to the Plan or any Option granted under it.

        3.      Stock . The stock subject to the Options shall be authorized but unissued shares of the Company's Common Stock, par value $.10 per share (the "Common Stock"), or shares of Common Stock reacquired by the Company in any manner. The aggregate number of shares of Common Stock which may be issued pursuant to the Plan is 3,000,000; provided, however , that in no event shall the number of shares of Common Stock subject to, and issued upon the exercise of ISOs exceed 3,000,000 in the aggregate; and provided, further, that the maximum number of shares of Common Stock issuable under the Plan to any employee of the Company in any calendar year shall not exceed 3,000,000. The number of shares authorized for the grant of Options under the Plan shall be subject to adjustment as provided in paragraph 8. If any Option granted under the Plan shall expire or terminate for any reason without having been exercised in full, or shall cease for any reason to be exercisable in whole or in part, or if the Company does not deliver all shares subject to an Option (by reason of tax withholding or otherwise) or reacquires any unvested shares issued pursuant to any Option, the unpurchased or undelivered shares subject to such Options and any unvested shares so reacquired by the Company shall again be available for grants of Options under the Plan to the extent permitted by applicable law and exchange listing requirements.

        4.      ISO Provisions . Any of the following provisions shall have no force or effect if its inclusion in the Plan is not necessary for Options issued as ISOs to qualify as ISOs pursuant to the Code and the regulations issued thereunder.

2


        If an Optionee ceases to be employed by the Company and all Related Corporations by reason of his disability, he shall have the right to exercise any ISO held by him on the date of termination of

3


employment, to the extent of the number of shares with respect to which he could have exercised it on that date, at any time prior to the earlier of the date specified in the ISO agreement, the ISO's specified expiration date or one (1) year from the date of the termination of the Optionee's employment. For the purposes of the Plan, the term "disability" shall mean "permanent and total disability" as defined in Section 22(e)(3) of the Code or successor statute.

        5.      Non-Qualified Options .

        A.     Minimum Option Price . The price per share specified in the agreement relating to each Non-Qualified Option granted under the Plan shall not be less than the "Fair Market Value" (as defined in paragraph 4(B)(iii) per share of Common Stock on the date of such grant.

4


        6.      Outside Directors' Options .

        7.      Written Agreements . Options shall be evidenced by agreements (which need not be identical) in such forms as the applicable Administrator may from time to time approve. Such agreements shall conform to such terms, conditions and provisions as are applicable hereunder and may contain such other terms and conditions and provisions as the applicable Administrator deems advisable which are not inconsistent with the Plan, including restrictions applicable to shares of Common Stock issuable upon exercise of the Option. An Option may provide for acceleration of vesting in the event of a change in control of the Company, in the discretion of and as defined by the applicable Administrator. The applicable Administrator may from time to time confer authority and responsibility on one or more of its own members and/or one or more officers of the Company to execute and deliver such agreements. The proper officers of the Company are authorized and directed to take any and all action necessary or advisable from time to time to carry out the terms of such agreements.

        8.      Adjustments . Upon the happening of any of the following described events, an Optionee's rights with respect to Options granted to him hereunder, shall be adjusted as hereinafter provided, unless otherwise specifically provided, in addition or to the contrary, in the written agreement between the recipient and the Company relating to such Option.

5


        9.      Means of Exercising Options; Rights as a Shareholder . An Option (or any part or installment thereof) shall be exercised as specified in the agreement granting such Option, which agreement may specify any legal method of exercise. The holder of an Option shall not have the rights of a shareholder with respect to the shares covered by his Option until the date of issuance of a stock certificate to him for such shares. Except as expressly provided above in paragraph 8 with respect to changes in

6


capitalization and stock dividends, no adjustment shall be made for dividends or similar rights for which the record date is before the date such stock certificate is issued.

        10.    Transferability of Options . Except as otherwise provided in the Plan, no Option granted under the Plan shall be transferrable by an Optionee other than by will or the laws of descent and distribution.

        11.    Term of the Plan; Shareholder Approved . This Plan was adopted by the Board effective as of June 27, 2003, subject to approval of the Plan by the holders of a majority of the outstanding shares of the Company at the next meeting of shareholders present in person or by proxy at the next meeting of shareholders and shall terminate on June 27, 2013. Options may be granted under the Plan at any time on or after June 27, 2003, even if prior to the date of shareholder approval of the Plan; provided, however , that such date shall not be prior to the date on which the applicable Administrator acts to approve the grant or award.

        The Plan shall be subject to approval by the shareholders of the Company within 12 months after the date the Plan is adopted. Such shareholder approval shall be obtained in the degree and manner required under the requirements relating to the administration of stock option plans under state and federal corporate laws, state and federal securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any other country or jurisdiction where Options are granted under the Plan.

        12.    Termination; Amendment . The Board may terminate or amend the Plan in any respect at any time, except that no amendment requiring shareholder approval under provisions of the Code and related regulations relating to ISOs, under the 1934 Act or the rules thereunder or the listing requirements of the securities exchange in which the Common Stock is listed will be effective without approval of shareholders as required and within the times set by such rules.

        13.    Application of Funds . The proceeds received by the Company from the sale of shares pursuant to the exercise of Options shall be used for general corporate purposes.

        14.    Withholding of Additional Income Taxes . Upon the exercise of an Option, the occurrence of a Disqualifying Disposition (as defined in paragraph 4(G)), the vesting of Common Stock acquired on the exercise of an Option hereunder, or any other event in connection with an Option, the Company, in accordance with Section 3402(a) of the Code, may require the Optionee, purchaser, or holder or exerciser of an Option to pay additional withholding taxes in respect of the amount that is considered compensation includable in such Optionee's gross income.

        15.    Governing Law; Construction . The validity and construction of the Plan and the agreements evidencing Options shall be governed by the laws of the State of Texas. In construing this Plan, the singular shall include the plural and the masculine gender shall include the feminine and neuter, unless the context otherwise requires.

        16.    At-Will Employment . Neither the Plan nor any Option shall confer upon any Optionee any right with respect to continuing the Optionee's relationship as an employee with the Company or any Related Corporation, nor shall it interfere in any way with the Optionee's, the Company's or a Related Corporation's right to terminate such relationship at any time, with or without cause, and with or without notice.

        17.    Inability to Obtain Authority . The inability of the Company to obtain authority from any governmental authority or regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Common Stock hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Common Stock as to which such requisite authority shall not have been obtained.

7




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PIONEER DRILLING COMPANY 2003 STOCK PLAN

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Exhibit 5.1

Baker Botts L.L.P.
910 Louisiana
Houston, Texas 77002
713-229-1234

November 18, 2003

Pioneer Drilling Company
9310 Broadway, Bldg. 1
San Antonio, Texas 78217

Gentlemen:

        In connection with the Registration Statement on Form S-8 (the "Registration Statement") being filed by Pioneer Drilling Company, a Texas corporation ("Pioneer Drilling" or the "Company"), with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to 3,000,000 shares of common stock of Pioneer Drilling, par value $.10 per share ("Common Stock"), that may be issued pursuant to the Pioneer Drilling Company 2003 Stock Plan (the "Plan"), certain legal matters in connection with such shares are being passed on for Pioneer Drilling by us. At your request, this opinion is being furnished for filing as Exhibit 5.1 to the Registration Statement.

        In our capacity as your counsel in the connection referred to above, we have examined Pioneer Drilling's Articles of Incorporation and Bylaws, each as amended to date, and the originals, or copies certified or otherwise identified, of corporate records of Pioneer Drilling, certificates of public officials and of representatives of Pioneer Drilling, statutes and other instruments and documents as a basis for the opinions hereinafter expressed. In giving such opinions, we have relied upon certificates of officers of Pioneer Drilling with respect to the accuracy of material factual matters contained in or covered by such certificates.

        On the basis of the foregoing, we are of the opinion that:

        1.     The Company is a corporation duly incorporated and validly existing in good standing under the laws of the State of Texas.

        2.     On the issuance of shares of Common Stock pursuant to the provisions of the Plan and the related award agreements authorized and approved by the Compensation Committee of the Board of Directors of Pioneer Drilling for consideration at least equal to the par value of such shares, such shares of Common Stock will be duly authorized by all necessary corporate action on the part of Pioneer Drilling, validly issued, fully paid and nonassessable.

        We limit the opinions we express above in all respects to matters of the laws of the State of Texas.

        We hereby consent to the filing of this opinion as an Exhibit 5.1 to the Registration Statement.




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Exhibit 23.1


Independent Auditors' Consent

The Board of Directors
Pioneer Drilling Company:

        We consent to the use of our report dated May 20, 2003, with respect to the consolidated balance sheets of Pioneer Drilling Company and subsidiaries as of March 31, 2003 and 2002, and the related consolidated statements of operations, stockholders' equity and comprehensive income, and cash flows for each of the years in the three-year period ended March 31, 2003, which report appears in the March 31, 2003, Annual Report on Form 10-K of Pioneer Drilling Company, incorporated herein by reference and to the reference to our firm under the heading "Experts" in the prospectus.

San Antonio, Texas
November 14, 2003




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Independent Auditors' Consent