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): | October 23, 2011 |
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 3.03 Material Modifications to Rights of Security Holders.
Effective as of October 23, 2011, the Rights Agreement dated January 2, 1997 between Patterson-UTI Energy, Inc. (the "Company") and Continental Stock Transfer & Trust Company (as amended, the "Rights Agreement") expired in accordance with its terms. The Rights Agreement provided common stockholders of the Company with the right to purchase shares of Series A Participating Preferred Stock ("Series A Preferred Stock") upon the terms and subject to the conditions set forth in the Rights Agreement. As a result, the stock purchase rights under the Rights Agreement have been terminated and are no longer effective.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In connection with the expiration of the Rights Agreement described in Item 3.03 above, the Company filed a certificate of elimination with the Secretary of State of the State of Delaware on October 26, 2011. The certificate of elimination, which was effective upon filing, eliminated from the restated certificate of incorporation of the Company all matters set forth in the certificate of designation with respect to the Series A Preferred Stock. No shares of the Series A Preferred Stock were issued or outstanding at the time of the filing of the certificate of elimination. A copy of the certificate of elimination is attached hereto as Exhibit 3.1 and is incorporated into this Item 5.03 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
3.1 Certificate of Elimination with Respect to Series A Participating Preferred Stock of Patterson-UTI Energy, Inc.
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. | ||||
| October 27, 2011 | By: |
/s/John E. Vollmer III
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| Name: John E. Vollmer III | ||||
| Title: Senior Vice President - Corporate Development, Chief Financial Officer and Treasurer | ||||
Exhibit Index
Exhibit No.
Description
Certificate of Elimination with Respect to Series A Participating Preferred Stock of Patterson-UTI Energy, Inc.
Exhibit 3.1
CERTIFICATE OF ELIMINATION
with respect to
SERIES A PARTICIPATING PREFERRED STOCK
of
PATTERSON-UTI ENERGY, INC.
The undersigned, John E. Vollmer III, does hereby certify that:
1. The undersigned is the duly elected and acting Senior Vice President – Corporate Development, Chief Financial Officer and Treasurer of Patterson-UTI Energy, Inc., a Delaware corporation (the “Company”).
2. Pursuant to authority conferred upon the Board of Directors of the Company by the Restated Certificate of Incorporation of the Company, on October 26, 2011 the Board of Directors of the Company adopted the following resolutions, which resolutions relate to the Series A Participating Preferred Stock, par value $0.01 per share, of the Company (“Series A Preferred Stock”) previously established:
BE IT RESOLVED, that none of the authorized shares of the Series A Preferred Stock are outstanding, and none of the authorized shares of Series A Preferred Stock will be issued pursuant to the Certificate of Designation of Restated Certificate of Incorporation of the Company originally filed January 13, 1997 and subsequently filed as Annex A to the Certificate of Correction of the Restated Certificate of Incorporation of the Company filed on November 20, 2001 (as amended, the “Certificate of Designation”); and further
RESOLVED, that the Company be and hereby is authorized and directed to file with the Secretary of State of the State of Delaware a certificate containing these resolutions, with the effect under the General Corporation Law of the State of Delaware of eliminating from the Restated Certificate of Incorporation of this Company all matters set forth in the Certificate of Designation with respect to the Series A Preferred Stock.
3. I further declare under penalty of perjury that the matters set forth in this Certificate are true and correct of my own knowledge.
[ Signature page follows ]
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IN WITNESS WHEREOF, the undersigned has executed this Certificate and does affirm the foregoing as true this 26th day of October, 2011.
PATTERSON-UTI ENERGY, INC.
| By: |
/s/John E. Vollmer III
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John E. Vollmer III
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Senior Vice President-Corporate Development,
Chief Financial Officer and Treasurer |
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