PATTERSON UTI ENERGY INC

Registration Form • Aug 1, 2008

S-8 1 d58856sv8.htm FORM S-8 sv8 PAGEBREAK

As filed with the Securities and Exchange Commission on August 1, 2008.

Registration No. 333-____

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

PATTERSON-UTI ENERGY, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 75-2504748 (I.R.S. Employer Identification No.)

450 Gears Road, Suite 500 Houston, Texas (Address of Principal Executive Offices) 77067 (Zip Code)

Patterson-UTI Energy, Inc. 2005 Long-Term Incentive Plan (Full title of the plan)

Douglas J. Wall President and Chief Executive Officer Patterson-UTI Energy, Inc. 450 Gears Road, Suite 500 Houston, Texas 77067 (Name and address of agent for service)

(281) 765-7100 (Telephone number, including area code, of agent for service)

With Copy to: Fulbright & Jaworski L.L.P. Fulbright Tower 1301 McKinney, Suite 5100 Houston, Texas 77010-3095 (713) 651-5151 Attention: Seth D. Wexler

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ Accelerated filer o Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company o

Calculation of Registration Fee

Title of each class of	Amount to be	Proposed maximum — offering price per	Proposed maximum — aggregate offering	Amount of
securities to be registered	registered(1)	share(2)	price(2)	registration fee
Common Stock, $0.01
par value per share	4,000,000 shares	$ 28.55	$ 114,200,000	$ 4,488

| (1) | In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
“Securities Act”) this registration statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plan described herein. Also includes
an indeterminable number of shares of Common Stock issuable as a result of the anti-dilution
provisions of the plan. |
| --- | --- |
| (2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c)
and (h) under the Securities Act and based upon the average of the high and low sales price of
a share of Common Stock of Patterson-UTI Energy, Inc. as reported by the NASDAQ Stock Market
on July 29, 2008. |

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EXPLANATORY NOTE

A Registration Statement on Form S-8 (File No. 333-126016) was filed with the Securities and Exchange Commission (the “Commission”) on June 21, 2005 covering the registration of 6,250,000 shares of Common Stock under the Patterson-UTI Energy, Inc. 2005 Long-Term Incentive Plan. Pursuant to General Instruction E of Form S-8, this Registration Statement is being filed to register an additional 4,000,000 shares authorized under the Patterson- UTI Energy, Inc. 2005 Long-Term Incentive Plan, as amended. The contents of the prior Registration Statement are incorporated herein by reference.

PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits

Exhibit — Number		Description of Exhibit
4.1	—	Restated Certificate of Incorporation, as amended (filed August
9, 2004 as Exhibit 3.1 to the Registrant’s Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2004 and
incorporated herein by reference).
4.2	—	Amendment to Restated Certificate of Incorporation, as amended
(filed August 9, 2004 as Exhibit 3.2 to the Registrant’s
Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2004 and incorporated herein by reference).
4.3	—	Second Amended and Restated Bylaws (filed August 6, 2007 as
Exhibit 3.3 to the Registrant’s Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 2007 and incorporated
herein by reference).
4.4	—	Rights Agreement dated January 2, 1997, between Patterson
Energy, Inc. and Continental Stock Transfer & Trust Company
(filed January 14, 1997 as Exhibit 2 to the Registrant’s
Registration Statement on Form 8-A and incorporated herein by
reference).
4.5	—	Amendment to Rights Agreement dated as of October 23, 2001
(filed October 31, 2001 as Exhibit 3.4 to the Registrant’s
Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2001 and incorporated herein by reference).
4.6	—	Patterson-UTI Energy, Inc. 2005 Long-Term Incentive Plan,
including Form of Executive Officer Restricted Stock Award
Agreement, Form of Executive Officer Stock Option Agreement,
Form of Non-Employee Director Restricted Stock Award Agreement
and Form of Non-Employee Director Stock Option Agreement (filed
June 21, 2005 as Exhibit 10.1 to the Registrant’s Current Report
on Form 8-K and incorporated herein by reference).
4.7	—	First Amendment to the Patterson-UTI Energy, Inc. 2005 Long-Term
Incentive Plan (filed June 6, 2008 as Exhibit 10.1 to the
Registrant’s Current Report on Form 8-K and incorporated herein
by reference).
4.8	—	Second Amendment to the Patterson-UTI Energy, Inc. 2005
Long-Term Incentive Plan (filed June 6, 2008 as Exhibit 10.2 to
the Registrant’s Current Report on Form 8-K and incorporated
herein by reference).
5.1	—	Opinion of Fulbright & Jaworski L.L.P.
23.1	—	Consent of PricewaterhouseCoopers LLP.
23.2	—	Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).
24.1	—	Power of Attorney (included in signature page II-2).

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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 1st day of August, 2008.

PATTERSON-UTI ENERGY, INC.
By:	/s/ Douglas J. Wall
	Douglas J. Wall
	President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the persons whose signatures appear below constitute and appoint Douglas J. Wall, William L. Moll, Jr. and John E. Vollmer III, and each of them, as 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 the Form S-8 Registration Statement pertaining to the Patterson-UTI Energy, Inc. 2005 Long-Term Incentive Plan, and any or all amendments (including post-effective amendments) to said Form S-8 Registration Statement, and to file the same, with all exhibits thereto, and 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 requisite and necessary to be done, as fully to 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 their substitute or 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 and on the dates indicated.

Signature	Title	Date
/s/ Mark S. Siegel Mark S. Siegel	Chairman of the Board and Director	August 1, 2008
/s/ Douglas J. Wall Douglas J. Wall	President and Chief Executive
Officer (Principal Executive
Officer)	August 1, 2008
/s/ John E. Vollmer III John E. Vollmer III	Senior Vice President—Corporate
Development, Chief Financial
Officer and Treasurer
(Principal Financial Officer)	August 1, 2008
/s/ Gregory W. Pipkin Gregory W. Pipkin	Chief Accounting Officer and
Assistant Secretary
(Principal Accounting Officer)	August 1, 2008
/s/ Kenneth N. Berns Kenneth N. Berns	Senior Vice President and Director	August 1, 2008
/s/ Charles O. Buckner Charles O. Buckner	Director	August 1, 2008

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Signature	Title	Date
/s/ Cloyce A. Talbott Cloyce A. Talbott	Director	August 1, 2008
/s/ Curtis W. Huff Curtis W. Huff	Director	August 1, 2008
/s/ Terry H. Hunt Terry H. Hunt	Director	August 1, 2008
/s/ Kenneth R. Peak Kenneth R. Peak	Director	August 1, 2008

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EXHIBIT INDEX

Item 8. Exhibits

Exhibit — Number		Description of Exhibit
4.1	—	Restated Certificate of Incorporation, as amended (filed August
9, 2004 as Exhibit 3.1 to the Registrant’s Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2004 and
incorporated herein by reference).
4.2	—	Amendment to Restated Certificate of Incorporation, as amended
(filed August 9, 2004 as Exhibit 3.2 to the Registrant’s
Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2004 and incorporated herein by reference).
4.3	—	Second Amended and Restated Bylaws (filed August 6, 2007 as
Exhibit 3.3 to the Registrant’s Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 2007 and incorporated
herein by reference).
4.4	—	Rights Agreement dated January 2, 1997, between Patterson
Energy, Inc. and Continental Stock Transfer & Trust Company
(filed January 14, 1997 as Exhibit 2 to the Registrant’s
Registration Statement on Form 8-A and incorporated herein by
reference).
4.5	—	Amendment to Rights Agreement dated as of October 23, 2001
(filed October 31, 2001 as Exhibit 3.4 to the Registrant’s
Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2001 and incorporated herein by reference).
4.6	—	Patterson-UTI Energy, Inc. 2005 Long-Term Incentive Plan,
including Form of Executive Officer Restricted Stock Award
Agreement, Form of Executive Officer Stock Option Agreement,
Form of Non-Employee Director Restricted Stock Award Agreement
and Form of Non-Employee Director Stock Option Agreement (filed
June 21, 2005 as Exhibit 10.1 to the Registrant’s Current Report
on Form 8-K and incorporated herein by reference).
4.7	—	First Amendment to the Patterson-UTI Energy, Inc. 2005 Long-Term
Incentive Plan (filed June 6, 2008 as Exhibit 10.1 to the
Registrant’s Current Report on Form 8-K and incorporated herein
by reference).
4.8	—	Second Amendment to the Patterson-UTI Energy, Inc. 2005
Long-Term Incentive Plan (filed June 6, 2008 as Exhibit 10.2 to
the Registrant’s Current Report on Form 8-K and incorporated
herein by reference).
5.1	—	Opinion of Fulbright & Jaworski L.L.P.
23.1	—	Consent of PricewaterhouseCoopers LLP.
23.2	—	Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).
24.1	—	Power of Attorney (included in signature page II-2).

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