AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 6, 2005.
REGISTRATION NO. 333-_______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PARKER DRILLING COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 73-0618660
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
1401 ENCLAVE PARKWAY, SUITE 600
HOUSTON, TEXAS 77077
(Address of principal executive offices including zip code)
PARKER DRILLING COMPANY 2005 LONG-TERM INCENTIVE PLAN
(Full title of plan)
JAMES W. WHALEN
SENIOR VICE PRESIDENT & CHIEF FINANCIAL OFFICER
1401 ENCLAVE PARKWAY, SUITE 600
HOUSTON, TEXAS 77077
281-406-2000
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE AMOUNT OF REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) (2) (2) FEE
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Common Stock, $.16 2/3 par
value per share 3,950,134 shares $5.435 $21,468,978.29 $2,527.00
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(1) Each share of Common Stock is accompanied by a Right to purchase
Preferred Shares pursuant to the Rights Agreement dated July 14, 1998,
as amended, with Wells Fargo Bank, N.A. (formerly Norwest Bank
Minnesota, N.A.), as Rights Agent. Pursuant to Rule 416, this
Registration Statement also covers such indeterminable number of
additional shares of Common Stock as may become issuable as a result of
any future anti-dilution adjustment in accordance with the terms of the
2005 Long-Term Incentive Plan.
(2) The amounts are based upon the average high and low sales prices per
share of Common Stock as reported on the New York Stock Exchange on
May 5, 2005, and are used solely for the purpose of calculating the
registration fee pursuant to Rule 457(h) under the Securities Act of
1933.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I of Form S-8 to be contained in the
Section 10(a) Prospectus is omitted from this Registration Statement in
accordance with Rule 428 of the Securities Act of 1933, as amended (the
"1933 Act"), and the Note to Part I of Form S-8.
* * * * * * * * * *
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by the Registrant with the
Securities and Exchange Commission are incorporated by reference in this
Registration Statement:
(1) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 2004.
(2) The Registrant's Current Reports on Form 8-K (and amendments
thereto) dated January 4, 2005, February 2, 2005, February 22,
2005, February 28, 2005, April 14, 2005, April 21, 2005, and
May 3, 2005.
(3) The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 8-A, dated
June 16, 1969, including any amendment or report heretofore or
hereafter filed for the purpose of updating such description.
(4) The description of the Rights to purchase Preferred Shares
contained in the Registrant's Registration Statement on Form
8-A, dated July 14, 1998, including any amendment or report
heretofore or hereafter filed for the purpose of updating such
description.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities and Exchange
Act of 1934, as amended (the "1934 Act") (other than Current Reports or portions
thereof furnished under Items 2.02 or 7.01 of Form 8-K), prior to the filing of
a post-effective amendment that indicates that all securities offered hereby
have been sold or that de-registers all securities offered hereby then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from their respective dates of filing.
Any statement contained in a document incorporated or deemed to be
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 in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
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.
Ronald C. Potter, Esq., whose opinion of counsel is attached hereto as
Exhibit 5, is Vice President, General Counsel and Corporate Secretary of the
Registrant. As of April 29, 2005, Mr. Potter directly or indirectly beneficially
owned, subject in some cases to certain restrictions, 18,997 shares of Common
Stock of the Company and had the right to exercise options to receive an
additional 129,896 shares.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
empowers a Delaware corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or
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investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of such corporation or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise. The indemnity may include
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, provided that such person acted in good faith
and in a manner such person reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful. A Delaware corporation may indemnify directors, officers, employees
and other agents of such corporation in an action by or in the right of the
corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the person to be indemnified has been
adjudged to be liable to the corporation. Where a director, officer, employee or
agent of the corporation is successful on the merits or otherwise in the defense
of any action, suit or proceeding referred to above or in defense of any claim,
issue or matter therein, the corporation must indemnify such person against the
expenses (including attorneys' fees) which he or she actually and reasonably
incurred in connection therewith.
The By-laws of Registrant contain provisions that provide for
indemnification of officers and directors to the fullest extent permitted by,
and in the manner permissible under, the General Corporation Law of the State of
Delaware. In addition, the Registrant has entered into specific agreements with
the directors and officers of the Registrant providing for indemnification of
such persons under certain circumstances.
As permitted by Section 102(b)(7) of the General Corporation Law of the
State of Delaware, the Registrant's Certificate of Incorporation contains a
provision eliminating the personal liability of a director to the Registrant or
its stockholders for monetary damages for breach of fiduciary duty as a
director, subject to certain exceptions.
The Registrant maintains policies insuring its officers and directors
against certain civil liabilities, including liabilities under the 1933 Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following are included as exhibits to this Registration
Statement, including those incorporated by reference herein:
Exhibit No. Document
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4.1 Parker Drilling Company 2005 Long-Term Incentive Plan
(incorporated herein by reference to Annex E to the
Registrant's 2005 Proxy Statement dated March 22,
2005).
4.2 Form of Restricted Stock Award Agreement
(incorporated herein by reference to Exhibit 10.2 to
the Registrant's 8-K filed May 3, 2005).
4.3 Form of Performance Based Restricted Stock Award
Agreement (incorporated herein by reference to
Exhibit 10.3 to the Registrant's 8-K filed May 3,
2005).
5* Opinion of Ronald C. Potter, Esq., as to legality of
securities.
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23.1* Consent of PricewaterhouseCoopers LLP.
23.2* Consent of Ronald C. Potter, Esq. (included in
Exhibit 5).
24* Power of Attorney (included in signature page
hereof).
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* Filed herewith.
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 1933 Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the 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 the registration
statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply if the registration statement is on Form S-3, Form S-8, or
Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Securities and Exchange
Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the 1934 Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under
the 1933 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 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 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference in
the 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.
(h) Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, 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 1933 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
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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 1933 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 May 6, 2005.
PARKER DRILLING COMPANY
By: /s/ Robert L. Parker Jr.
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Robert L. Parker Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert L. Parker Jr. and James W.
Whalen, and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and re-substitution, for him or her in
his or her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
on Form S-8, and to file the same, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or each of them, or their
or his or her substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.
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
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/s/ Robert L. Parker
-------------------------------------------- Chairman of the Board and Director May 6, 2005
Robert L. Parker
/s/ Robert L. Parker Jr.
-------------------------------------------- President, Chief Executive Officer
Robert L. Parker Jr. (Principal Executive Officer) and Director May 6, 2005
/s/ James W. Whalen
-------------------------------------------- Senior Vice President and Chief Financial
James W. Whalen Officer (Principal Financial Officer) May 6, 2005
/s/ W. Kirk Brassfield
-------------------------------------------- Vice President, Accounting and Finance
W. Kirk Brassfield (Principal Accounting Officer) May 6, 2005
-------------------------------------------- Director May , 2005
Bernard J. Duroc-Danner
/s/ R. Rudolph Reinfrank
-------------------------------------------- Director May 6, 2005
R. Rudolph Reinfrank
/s/ Robert M. Gates
-------------------------------------------- Director May 6, 2005
Robert M. Gates
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/s/ John W. Gibson, Jr.
-------------------------------------------- Director May 6, 2005
John W. Gibson, Jr.
/s/ Roger B. Plank
-------------------------------------------- Director May 6, 2005
Roger B. Plank
/s/ Robert E. McKee III
-------------------------------------------- Director May 6, 2005
Robert E. McKee III
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EXHIBIT INDEX
Exhibit No. Document
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4.1 Parker Drilling Company 2005 Long-Term Incentive Plan (incorporated herein by reference to
Annex E to the Registrant's 2005 Proxy Statement dated March 22, 2005).
4.2 Form of Restricted Stock Award Agreement (incorporated herein by reference to Exhibit 10.2 to
the Registrant's 8-K filed May 3, 2005).
4.3 Form of Performance Based Restricted Stock Award Agreement (incorporated herein by reference to
Exhibit 10.3 to the Registrant's 8-K filed May 3, 2005).
5* Opinion of Ronald C. Potter, Esq., as to legality of securities.
23.1* Consent of PricewaterhouseCoopers LLP.
23.2* Consent of Ronald C. Potter, Esq. (included in Exhibit 5).
24* Power of Attorney (included in signature page hereof).
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* Filed herewith.
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