<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 11, 1996.
REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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PARKER DRILLING COMPANY
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 1380 76-0618660
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
JAMES J. DAVIS
8 EAST THIRD STREET 8 EAST THIRD STREET
TULSA, OKLAHOMA 74103 TULSA, OKLAHOMA 74103
(918) 585-8221 (918) 585-8221
(Address, including zip code, and telephone (Name, address, including zip code, and
number, telephone
including area code, of registrant's principal number, including area code, of agent for
executive offices) service)
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Copies to:
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P. DAVID NEWSOME, JR., ESQ. GEORGE W. BILICIC, JR., ESQ.
CONNER & WINTERS, A PROFESSIONAL CORPORATION CRAVATH, SWAINE & MOORE
2400 FIRST PLACE TOWER, 15 EAST 5TH STREET WORLDWIDE PLAZA, 825 EIGHTH AVENUE
TULSA, OKLAHOMA 74103 NEW YORK, NEW YORK 10019
(918) 586-5711 (212) 474-1000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the Registration Statement becomes effective.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ 333-04779
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / / ________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO OFFERING PRICE OFFERING AMOUNT OF
TO BE REGISTERED BE REGISTERED PER UNIT(1) PRICE(1) REGISTRATION FEE
- -------------------------------------------------------------------------------------------------
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Common Stock ($.16 2/3 par
value)......................... 1,000,000 shares $6.125 $6,125,000 $2,112
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(1) Estimated solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457(c).
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-3 (Reg. No. 333-04779) filed by Parker Drilling Company (the
"Company") with the Securities and Exchange Commission on May 30, 1996, as
amended by Amendment No. 1 thereto filed on June 11, 1996, Amendment No. 2
thereto filed on July 9, 1996 and Amendment No. 3 thereto filed on July 11,
1996, which was declared effective by the Securities and Exchange Commission on
July 11, 1996, including the exhibits thereto, are incorporated herein by
reference.
<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
A. Exhibits. All exhibits filed with or incorporated by reference in
Registration Statement No. 333-04779 are incorporated by reference into, and
shall be deemed part of, this registration statement, except the following which
are filed herewith:
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EXHIBIT
NUMBER DESCRIPTION
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5.1 -- Opinion of Conner & Winters, A Professional Corporation, as to
legality of Common Stock.
15.1 -- Letter re: unaudited interim financial information.
23.1 -- Consent of Independent Accountants.
23.2 -- Consent of Conner & Winters, A Professional Corporation (included
in Exhibit 5.1).
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II-1
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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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duty
authorized, in the City of Tulsa, State of Oklahoma, on July 11, 1996.
PARKER DRILLING COMPANY
By /s/ ROBERT L. PARKER JR.
-----------------------------------
Robert L. Parker Jr.
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
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SIGNATURE TITLE DATE
- --------------------------------------------- ---------------------------- -----------------
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/s/ ROBERT L. PARKER Chairman of the Board and July 11, 1996
- --------------------------------------------- Director
Robert L. Parker
/s/ ROBERT L. PARKER JR. President and Chief July 11, 1996
- --------------------------------------------- Executive Officer and
Robert L. Parker Jr. Director (Principal
Executive Officer)
/s/ JAMES J. DAVIS Vice President of Finance July 11, 1996
- --------------------------------------------- and Chief Financial
James J. Davis Officer (Principal
Financial Officer)
RANDY L. ELLIS* Corporate Controller July 11, 1996
- --------------------------------------------- (Principal Accounting
Randy L. Ellis Officer)
/s/ JAMES W. LINN Executive Vice President and July 11, 1996
- --------------------------------------------- Chief Operating Officer
James W. Linn and Director
EARNEST F. GLOYNA* Director July 11, 1996
- ---------------------------------------------
Earnest F. Gloyna
DAVID L. FIST* Director July 11, 1996
- ---------------------------------------------
David L. Fist
R. RUDOLPH REINFRANK* Director July 11, 1996
- ---------------------------------------------
R. Rudolph Reinfrank
*By: /s/ JAMES J. DAVIS
- ---------------------------------------------
James J. Davis
Attorney-in-Fact
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II-2
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
- ---------- ----------------------------------------------------------------------
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5.1 -- Opinion of Conner & Winters, A Professional Corporation, as to
legality of Common Stock.
15.1 -- Letter re: unaudited interim financial information.
23.1 -- Consent of Independent Accountants.
23.2 -- Consent of Conner & Winters, A Professional Corporation (included
in Exhibit 5.1).
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[CONNER & WINTERS LETTERHEAD]
July 11, 1996
Parker Drilling Company
Eight East Third Street
Tulsa, Oklahoma 74103
Re: Registration Statement on Form S-3
------------------------------------------------------------
Gentlemen:
We have acted as counsel for Parker Drilling Company, a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-3 (the "462(b) Registration Statement") filed with the Securities and
Exchange Commission (the "Commission") pursuant to Rule 462(b) promulgated under
the Securities Act of 1993, as amended (the "Securities Act"), relating to the
registration under the Securities Act of an additional 1,000,000 shares of the
Company's Common Stock, par value $0.16-2/3 per share (the "Additional Shares"),
to be sold by the Company pursuant to an Underwriting Agreement (the
"Underwriting Agreement") to be entered into among the Company and Jefferies &
Company, Inc., Prudential Securities Incorporated and Schroder Wertheim & Co.
Incorporated, as representatives of the underwriters. The 462(b) Registration
Statement covering the offer and sale of the Additional Shares is being filed
with the Commission in connection with the proposed public offering described in
the Company's Registration Statement on Form S-3 (Registration No. 333-04779)
filed with the Commission on May 30, 1996, as amended by Amendment No. 1 thereto
filed on June 11, 1996, Amendment No. 2 filed on July 9, 1996, and Amendment
No. 3 filed on July 11, 1996, and declared effective on July 11, 1996.
In reaching the conclusions expressed in this opinion, we have (a)
examined such certificates of public officials and of corporate officers and
directors and such other documents and matters as we have deemed necessary or
appropriate, (b) relied upon the accuracy of facts and information set forth in
all such documents, and (c) assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as copies, and the
authenticity of the originals from which all such copies were made.
Based on the foregoing, we are of the opinion that the Additional
Shares to be sold by the Company have been duly authorized and, when issued,
delivered and paid for in accordance with the terms
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June 11, 1996
Page -2-
and conditions of the Underwriting Agreement, will be validly issued, fully
paid and non-assessable shares of Common Stock of the Company.
We consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the 462(b)
Registration Statement and the Prospectus covering the Additional Shares
constituting a part thereof under the caption "Legal Matters."
Very truly yours,
CONNER & WINTERS
A Professional Corporation
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EXHIBIT 15.1
July 11, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 10549
Re: Parker Drilling Company
Registration on Form S-3
We are aware that our reports dated January 11, 1996 and April 12, 1996, on
our reviews of the interim financial information of Parker Drilling Company for
the periods ended November 30, 1995 and February 29, 1996, and included in the
Company's quarterly reports on Form 10-Q are incorporated by reference or
included in the Company's registration statement on Form S-3 (File No. ).
Pursuant to Rule 436(c) under the Securities Act of 1933, this report should not
be considered a part of the registration statement prepared or certified by us
within the meaning of Section 7 and 11 of that Act.
COOPERS & LYBRAND L.L.P.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in and incorporation by reference in the
registration statement of Parker Drilling Company on Form S-3 (File
No. ) of our report dated October 17, 1995, on our audits of the
consolidated financial statements and financial statement schedules of Parker
Drilling Company and subsidiaries as of August 31, 1995 and 1994, and for the
years ended August 31, 1995, 1994 and 1993.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
July 11, 1996
