UNITED STATES
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): | June 5, 2008 |
Patterson-UTI Energy, Inc.
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(Exact name of registrant as specified in its charter)
| Delaware | 0-22664 | 75-2504748 |
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(State or other jurisdiction |
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(Commission |
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(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 450 Gears Road, Suite 500, Houston, Texas | 77067 | |
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(Address of principal executive offices) |
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(Zip Code) |
| Registrant’s telephone number, including area code: | 281-765-7100 |
Not Applicable
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Former name or former address, if changed since last report
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)On April 10, 2008, the Board of Directors (the "Board") of Patterson-UTI Energy, Inc. (the "Company") adopted, subject to stockholder approval, an amendment to the Patterson-UTI Energy, Inc. 2005 Long-Term Incentive Plan (the "2005 Plan") that would increase the number of shares of common stock, $0.01 par value per share ("Common Stock"), reserved for issuance under the 2005 Plan by 4,000,000 shares (the "Amendment"). The Amendment was approved by the Company's stockholders on June 5, 2008, at the Company's annual meeting of stockholders (the "Annual Meeting").
On April 10, 2008, the Board also adopted, subject to stockholder approval of the Amendment, an amendment to the 2005 Plan regarding the determination of the number of shares available for grant at any particular time under the 2005 Plan (the "Share Multiple Amendment"). The Share Multiple Amendment became effective upon the approval of the Amendment by the Company's stockholders at the Annual Meeting. Accordingly, each share that is subject to awards granted on or after the date of the Annual Meeting other than options and stock appreciation rights ("SARs") will be counted as two (2.0) shares of Common Stock against the number of shares available for grant under the 2005 Plan. Additionally, each share of Common Stock that is subject to awards granted under the 2005 Plan other than options and SARs that again becomes available for grant under the 2005 Plan will be added back to the number of shares available for grant under the 2005 Plan as two (2.0) shares.
A copy of the Amendment and the Share Multiple Amendment are attached as exhibits to this report and are incorporated herein by reference. The descriptions set forth above do not purport to be complete, and are qualified by reference to the full text of the exhibits to this report and the 2005 Plan, which has been previously filed.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 First Amendment to the Patterson-UTI Energy, Inc. 2005 Long-Term Incentive Plan.
10.2 Second Amendment to the Patterson-UTI Energy, Inc. 2005 Long-Term Incentive Plan.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Patterson-UTI Energy, Inc. | ||||
| June 6, 2008 | By: |
John E. Vollmer III
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| Name: John E. Vollmer III | ||||
| Title: Chief Financial Officer | ||||
Exhibit Index
Exhibit No.
Description
First Amendment to the Patterson-UTI Energy, Inc. 2005 Long-Term Incentive Plan.
Second Amendment to the Patterson-UTI Energy, Inc. 2005 Long-Term Incentive Plan.
Exhibit 10.1
FIRST AMENDMENT TO THE
PATTERSON-UTI ENERGY, INC. 2005 LONG-TERM INCENTIVE PLAN
THIS AGREEMENT is by Patterson-UTI Energy, Inc. (the “Sponsor”),
W I T N E S S E T H:
WHEREAS , the Sponsor maintains the Plan known as the “Patterson-UTI Energy, Inc. 2005 Long-Term Incentive Plan” (the “Plan”); and
WHEREAS , the Sponsor retained the right in Section 12.1 of the Plan to amend the Plan from time to time; and
WHEREAS , the Board of Directors of the Sponsor approved resolutions on April 10, 2008 to amend the Plan subject to the approval of the Sponsor’s stockholders;
NOW, THEREFORE, the Sponsor agrees that, effective as of the approval of the Company’s stockholders, Section 3.1(a) of the Plan is hereby amended and restated in its entirety as follows:
3.1 Number of Shares . (a) Subject to adjustment as provided in Section 12.2 and this Section 3.1, the total number of Shares authorized for grant under the Plan shall be 10,250,000, reduced by the total number of Shares subject to any options or awards granted under the Prior Plans during the period commencing on January 1, 2005 and ending on the effective date of this Plan (the “Pre-Effective Period”). Any Shares that are subject to Awards of Options or Stock Appreciation Rights, whether granted under this Plan or a Prior Plan during the Pre-Effective Period, shall be counted against this limit as one (1) Share for every one (1) Share granted. Any Shares that are subject to Awards other than Options or Stock Appreciation Rights, whether awarded under this Plan or a Prior Plan during the Pre-Effective Period, shall be counted against this limit as one and six tenths (1.6) Shares for every one (1) Share awarded. In connection with the granting of a Performance Unit denominated in dollars, the number of Shares that shall be counted against this limit shall be an amount equal to the quotient of (i) the dollar amount in which the Performance Unit is denominated, divided by (ii) the Fair Market Value of a Share on the date the Performance Unit is granted.
Approved and Adopted by the Board of Directors April 10, 2008
Effective June 5, 2008
Exhibit 10.2
SECOND AMENDMENT TO THE
PATTERSON-UTI ENERGY, INC. 2005 LONG-TERM INCENTIVE PLAN
THIS AGREEMENT is by Patterson-UTI Energy, Inc. (the “Sponsor”),
W I T N E S S E T H:
WHEREAS , the Sponsor maintains the Plan known as the “Patterson-UTI Energy, Inc. 2005 Long-Term Incentive Plan” (the “Plan”); and
WHEREAS , the Sponsor retained the right in Section 12.1 of the Plan to amend the Plan from time to time; and
WHEREAS , the Board of Directors of the Sponsor approved resolutions on April 10, 2008 to amend the Plan;
NOW, THEREFORE, the Sponsor agrees that, effective as of, and contingent upon, the approval of the Company’s stockholders of the First Amendment to the Patterson-UTI Energy, Inc. 2005 Long-Term Incentive Plan, the Plan is hereby amended as follows:
1. Section 3.1(a) of the Plan is hereby amended and restated in its entirety as follows:
3.1 Number of Shares . (a) Subject to adjustment as provided in Section 12.2 and this Section 3.1, the total number of Shares authorized for grant under the Plan shall be 10,250,000, reduced by the total number of Shares subject to any options or awards granted under the Prior Plans during the period commencing on January 1, 2005 and ending on the effective date of this Plan (the “Pre-Effective Period”). Any Shares that are subject to Awards of Options or Stock Appreciation Rights, whether granted under this Plan or a Prior Plan during the Pre-Effective Period, shall be counted against this limit as one (1) Share for every one (1) Share granted. Any Shares that are subject to Awards other than Options or Stock Appreciation Rights, whether awarded under this Plan prior to June 5, 2008 or a Prior Plan during the Pre-Effective Period, shall be counted against this limit as one and six tenths (1.6) Shares for every one (1) Share awarded. Any Shares that are subject to Awards other than Options or Stock Appreciation Rights awarded under this Plan on or after June 5, 2008 shall be counted against this limit as two (2) Shares for every one (1) Share awarded. In connection with the granting of a Performance Unit denominated in dollars, the number of Shares that shall be counted against this limit shall be an amount equal to the quotient of (i) the dollar amount in which the Performance Unit is denominated, divided by (ii) the Fair Market Value of a Share on the date the Performance Unit is granted.
2. Section 3.1(d) of the Plan is hereby amended and restated in its entirety as follows:
(d) Any Shares that again become available for grant pursuant to this Article shall be added back as ( x ) one (1) Share if such Shares were subject to Options or Stock Appreciation Rights granted under the Plan or options or stock appreciation rights granted under the Prior Plans, ( y ) as one and six tenths (1.6) Shares if such Shares were subject to Awards other than Options or Stock Appreciation Rights granted under the Plan that are forfeited, expire or otherwise terminate prior to June 5, 2008 or ( z ) as two (2) Shares if such Shares were subject to Awards other than Options or Stock Appreciation Rights granted under the Plan that are forfeited, expire or otherwise terminate on or after June 5, 2008.
Approved and Adopted by the Board of Directors April 10, 2008
Effective June 5, 2008