<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 30, 1999.
REGISTRATION NO. 333-_____
===============================================================================
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
of incorporation or organization) Number)
8 EAST THIRD STREET, TULSA, OKLAHOMA 74103
---------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)
PARKER DRILLING COMPANY AMENDED AND RESTATED 1997 STOCK PLAN
-------------------------------------------------------------
(FULL TITLE OF PLAN)
JAMES J. DAVIS
8 EAST THIRD STREET
TULSA, OKLAHOMA 74103
(918) 631-1391
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==================================================================================================================================
TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF REGISTRATION
REGISTERED REGISTERED(1) OFFERING PRICE PER SHARE(2) AGGREGATE OFFERING PRICE(2) FEE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Parker Drilling Company 2,000,000 shares $3.6875 $6,966,202 $1,936.60
Common Stock, $.16 2/3 par
value per share
==================================================================================================================================
</TABLE>
(1) Indicates the aggregate number of shares of Common Stock authorized
and reserved for issuance under, or which may be sold upon the
exercise of options that have previously been granted and/or may be
granted to certain persons under, the Parker Drilling Company Amended
and Restated 1997 Stock Plan (2,000,000 shares). Also includes an
indeterminate number of shares of Parker Drilling Company Common Stock
that may be issuable by reason of stock splits, stock dividends or
similar transactions.
(2) This calculation is made solely for the purpose of determining the
registration fee pursuant to the provisions of Rule 457(h) under the
Securities Act of 1933 as follows: (i) in the case of shares of Common
Stock which may be purchased upon the exercise of outstanding options,
the fee is calculated on the basis of the price at which the options
may be exercised; and (ii) in the case of shares of Common Stock for
which options have not yet been granted and the option price of which
is therefore unknown, the fee is calculated on the basis of the
average high and low sales prices per share of Common Stock as
reported on the New York Stock Exchange on July 27, 1999.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
This Registration Statement on Form S-8 registers additional
securities of the same class as other securities for which a registration
statement filed on Form S-8 relating to the Parker Drilling Company Amended and
Restated 1997 Stock Plan is effective. Accordingly, pursuant to General
Instruction E of Form S-8, the Registration Statement on Form S-8 (File No.
333-41369) filed by the Registrant with the Securities and Exchange Commission
is hereby incorporated by reference.
I-1
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
4.1 Parker Drilling Company Amended and Restated 1997 Stock Plan.
4.2 Form of Stock Option Award Agreement for 1997 Stock Plan.
4.3 Corrected Restated Articles of Incorporation of the Company
(incorporated herein by reference to Exhibit 3(c) to Annual
Report on Form 10-K for the year ended August 31, 1998).
4.4 By-laws of the Company, as amended (incorporated herein by
reference to Exhibit 3(f) to Annual Report on Form 10-K for the
year ended August 31, 1998).
5 Opinion of Ronald C. Potter, Esq. as to legality of securities.
15 Letter of PricewaterhouseCoopers LLP regarding unaudited interim
financial information.
23.1 Consent of PricewaterhouseCoopers LLP, independent accountants.
23.2 Consent of Ronald C. Potter, Esq. (included in Exhibit 5 hereto).
24 Power of Attorney (included in signature page hereof).
II-2
<PAGE> 4
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 Tulsa, State of Oklahoma, on July 28, 1999.
PARKER DRILLING COMPANY
BY: /s/ ROBERT L. PARKER JR.
--------------------------------------
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 constitutes and appoints Robert L. Parker Jr. and James J. Davis, 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 or all amendments and
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 indicated on July 28, 1999.
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
/s/ ROBERT L. PARKER JR.
- ----------------------------------------------- President, Chief Executive Officer (Principal
Executive Officer) and Director
Robert L. Parker Jr.
/s/ JAMES J. DAVIS
- ----------------------------------------------- Senior Vice President-Finance and Chief Financial Officer
James J. Davis (Principal Financial Officer)
/s/ W. KIRK BRASSFIELD
- ----------------------------------------------- Corporate Controller
W. Kirk Brassfield (Principal Accounting Officer)
/s/ ROBERT L. PARKER
- ----------------------------------------------- Chairman of the Board and Director
Robert L. Parker
/s/ JAMES W. LINN
- ----------------------------------------------- Executive Vice President and Director
James W. Linn
/s/ EARNEST F. GLOYNA
- ----------------------------------------------- Director
Earnest F. Gloyna
/s/ DAVID L. FIST
- ----------------------------------------------- Director
David L. Fist
/s/ RUDOLPH R. REINFRANK
- ----------------------------------------------- Director
Rudolph R. Reinfrank
/s/ BERNARD J. DUROC-DANNER
- ----------------------------------------------- Director
Bernard J. Duroc-Danner
/s/ JAMES E. BARNES
- ----------------------------------------------- Director
James E. Barnes
</TABLE>
II-2
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- -------- -----------
<S> <C>
4.1 Parker Drilling Company Amended and Restated 1997 Stock Plan.
4.2 Form of Stock Option Award Agreement for 1997 Stock Plan.
4.3 Corrected Restated Articles of Incorporation of the Company
(incorporated herein by reference to Exhibit 3(c) to Annual
Report on Form 10-K for the year ended August 31, 1998).
4.4 By-laws of the Company (incorporated herein by reference to
Exhibit 3(f) to Annual Report on Form 10-K for the year ended
August 31, 1998).
5 Opinion of counsel as to legality of securities.
15 Letter of Pricewaterhouse Coopers LLP regarding unaudited
interim financial information.
23.1 Consent of PricewaterhouseCoopers LLP, independent accountants.
23.2 Consent of counsel (included in Exhibit 5 hereto).
24 Power of Attorney (included in signature page hereof).
</TABLE>
II-3
<PAGE> 1
EXHIBIT 4.1
PARKER DRILLING COMPANY
AMENDED AND RESTATED 1997 STOCK PLAN
1. Preamble.
Parker Drilling Company, a Delaware corporation (the "Company"),
hereby establishes the Parker Drilling Company 1997 Stock Plan (the "Plan) as a
means whereby the Company may, through awards of stock options and restricted
stock:
(a) provide employees, directors or consultants who are in a position
to contribute to the growth, management and success of the business of the
Company and its Subsidiaries with additional incentive to promote the
success of the Company and its Subsidiaries; and
(b) enable the Company to attract and retain the services of
employees, directors and consultants upon whose judgment and effort the
successful conduct of its operations is largely dependent.
Except as specifically provided herein, the provisions of the Plan do not
apply to or affect any option, stock appreciation right, or stock heretofore or
hereafter granted under any other stock or stock option plan of the Company or
any Subsidiary, and all such options, stock appreciation rights or stock
continue to be governed by and subject to the applicable provisions of the plan
or agreement under which they were granted.
2. Definitions.
2.01 "Administrator" shall mean that person designated by the Board from
time to time to administer the Awards made under the Plan, which
designation shall be communicated to the Participants in writing.
2.02 "Award" shall mean a grant of an Option or the award of Restricted
Stock under the Plan.
2.03 "Award Agreement" shall mean an agreement between the Company and a
Participant which evidences the grant of an Option and/or the award of
Restricted Stock to a Participant and sets forth the terms and conditions
of such Option and/or Restricted Stock.
2.04 "Board" or "Board of Directors" means the board of directors of the
Company.
2.05 "Change in Control" means the occurrence of any one of the following
events:
(a) Any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(7) of the Exchange Act, except the Participant, his
affiliates and associates, the
<PAGE> 2
Company, or any corporation, partnership, trust or other entity controlled
by the Company (a "Subsidiary"), or any employee benefit plan of the
Company or of any Subsidiary (each such individual, entity or group shall
hereinafter be referred to as a "Person")) becomes the beneficial owner
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
15% or more of either (i) the then outstanding shares of common stock of
the Company (the "Outstanding Company Common Stock") or (ii) the combined
voting power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors (the "Company
Voting Securities"), in either case, unless the Board in office
immediately prior to such acquisition determines in writing within five
business days of the receipt of actual notice of such acquisition that the
circumstances do not warrant the implementation of the provisions of this
Agreement; or
(b) Individuals who, as of the beginning of any twenty-four month
period, constitute the Board (the "Incumbent Board") cease for any reason
to constitute at least a majority of the Board, provided that any
individual becoming a director subsequent to the beginning of such period
whose election or nomination for election by the Company's stockholders
was approved by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding for this
purpose any such individual whose initial assumption of office is in
connection with an actual or threatened election contest relating to the
election of the directors of the Company (as such terms are used in Rule
14a-11 of Regulation 14A promulgated under the Exchange Act); or
(c) Consummation by the Company of a reorganization, merger or
consolidation (a "Business Combination"), in each case, with respect to
which all or substantially all of the individuals and entities who were
the respective beneficial owners of the outstanding Company Common Stock
and Company voting securities immediately prior to such Business
Combination do not, immediately following such Business Combination,
beneficially own, directly or indirectly, more than 50% of, respectively,
the then outstanding shares of common stock and the combined voting power
of the then outstanding voting securities entitled to vote generally in
the election of directors, as the case may be, of the corporation
resulting from such Business Combination in substantially the same
proportion as their ownership immediately prior to such Business
Combination of the Outstanding Company Common Stock and Company Voting
Securities, as the case may be; or
(d) (i) Consummation of a complete liquidation or dissolution of the
Company or (ii) sale or other disposition of all or substantially all of
the assets of the Company other than to a corporation with respect to
which, following such sale or disposition, more than 50% of, respectively,
the then outstanding shares of common stock and the combined voting power
of the then outstanding voting securities entitled to vote generally in
the election of directors of such corporation is then owned beneficially,
directly or indirectly, by all or substantially all of the individuals and
entities who were the beneficial owners,
2
<PAGE> 3
respectively, of the Outstanding Company Common Stock and Company Voting
Securities, as the case may be, immediately prior to such sale or
disposition.
2.06 "Code" means the Internal Revenue Code of 1986, as it exists now and
as it may be amended from time to time.
2.07 "Common Stock" means the common stock of the Company, 16 2/3 cents
par value per share.
2.08 "Company" means Parker Drilling Company, a Delaware corporation, and
any successor thereto.
2.09 "Director(s)" means a member or members of the Board.
2.10 "Disability" means being unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or which has lasted or
can be expected to last for a continuous period of not less than 12
months.
2.11 "Exchange Act" means the Securities Exchange Act of 1934, as it
exists now or from time to time may hereafter be amended.
2.12 "Fair Market Value" means for the relevant day:
(a) If shares of Common Stock are listed or admitted to unlisted
trading privileges on any national or regional securities exchange, the
last reported sale price, regular way, on the composite tape of that
exchange on the day Fair Market Value is to be determined;
(b) If the Common Stock is not listed or admitted to unlisted trading
privileges as provided in paragraph (a), and if sales prices for shares of
Common Stock are reported by the National Market System of the National
Association of Securities Dealers Automated Quotation System ("NASDAQ
System"), then the last sale price for Common Stock reported as of the
close of business on the day Fair Market Value is to be determined, or if
no such sale takes place on that day, the average of the high bid and low
asked prices so reported; if Common Stock is not traded on that day, the
next preceding day on which such stock was traded; or
(c) If trading of the Common Stock is not reported by the NASDAQ
System or on a stock exchange, Fair Market Value will be determined by the
Board in its discretion based upon the best available data.
2.13 "Incentive Stock Option" or "ISO" means an Option that complies
with the terms
3
<PAGE> 4
and conditions set forth in Section 422 of the Code and is designated as
an ISO at the time of its grant.
2.14 "Officer" means a corporate officer of the Company or any Subsidiary
or Affiliate of the Company.
2.15 "Option" means the right of a Participant to purchase a specified
number of shares of Common Stock, subject to the terms and conditions of
the Plan.
2.16 "Option Date" means the date upon which an Option is granted, or
Restricted Stock is awarded, to a Participant under the Plan.
2.17 "Option Price" means the price per share at which an Option may be
exercised.
2.18 "Participant" means an individual, or to the extent permitted as
contemplated at Section 5 hereof, the account of an individual, to whom an
Option or Restricted Stock has been granted under the Plan.
2.19 "Plan" means the Parker Drilling Company 1997 Stock Plan herein and
as from time to time amended.
2.20 "Restricted Stock" means Common Stock awarded to a Participant
pursuant to the Plan and subject to the restrictions contained or
authorized in Section 7 hereof.
2.21 "Securities Act" means the Securities Act of 1933, as it exists now
or from time to time may hereinafter be amended.
2.22 "Subsidiary" means any corporation or other entity of which the
majority voting power or equity interest is owned directly or indirectly
by the Company.
2.23 "Termination of Employment" means:
(a) with respect to an employee, when the employee's employment
relationship with the Company and all of its Subsidiaries is terminated,
regardless of any severance arrangements. A transfer from the Company to a
Subsidiary or affiliate of the Company or a Subsidiary, or vice versa is
not a termination of employment for purposes of the Plan; or
(b) with respect to a consultant, when the consultant's consulting
relationship with the Company is terminated either due to the termination
of any consulting agreement, or otherwise, regardless of the fact that no
employment relationship exists.
4
<PAGE> 5
2.24 Rules of Construction.
(a) Governing Law. The construction and operation of the Plan are
governed by the laws of the State of Oklahoma.
(b) Undefined Terms. Unless the context requires another meaning, any
term not specifically defined in the Plan has the meaning given to it by
the Code.
(c) Headings. All headings in the Plan are for reference only and are
not to be utilized in construing the Plan.
(d) Gender. Unless clearly appropriate, all nouns of either gender
refer indifferently to persons of either gender.
(e) Singular and Plural. Unless clearly inappropriate, singular terms
refer also to the plural and vice versa.
(f) Severability. If any provision of the Plan is determined to be
illegal or invalid for any reason, the remaining provisions shall continue
in full force and effect and shall be construed and enforced as if the
illegal or invalid provision did not exist, unless the continuance of the
Plan in such circumstances is not consistent with its purposes.
3. Stock Subject to the Plan.
Except as otherwise provided in Section 11, the total number of shares of
Common Stock reserved and available for distribution pursuant to Awards under
the Plan shall be 6,000,000 shares. Such number of shares may be increased as
contemplated in the last sentence of this Section 3 or by amendment by the
Board. Such shares may consist, in whole or in part, of authorized and unissued
shares or treasury shares. Awards under the Plan may be of shares of Restricted
Stock and/or Options. Options granted hereunder may be: (a) Incentive Stock
Options or (b) non-qualified options. Only employees of the Company or any
Subsidiary thereof shall be eligible to receive Incentive Stock Options under
the Plan. Reserved shares may be either authorized but unissued shares or
treasury shares, in the Board's discretion. If any Awards hereunder shall
terminate or expire, as to any number of shares, or Options are exercised (and
any related withholding tax paid) by the delivery (actual, constructive or by
attestation) of shares of Common Stock, new Options and Restricted Stock may
thereafter be awarded hereunder with respect to such delivered shares or
expired or terminated Awards.
4. Administration.
The Plan shall be administered by the Board, or by such Person(s) as
authorized by the Board. In addition to any other powers set forth in the Plan,
the Board has the exclusive authority:
(a) to construe and interpret the Plan, and to remedy any ambiguities
or inconsistencies therein;
5
<PAGE> 6
(b) to establish, amend and rescind appropriate rules and regulations
relating to the Plan;
(c) subject to the express provisions of the Plan, to determine the
individuals who will receive Awards of Options and/or Restricted Stock,
the times when they will receive them, the number of shares to be subject
to each Award and the Option Price, payment terms, payment method, and
expiration date applicable to each Award;
(d) to contest on behalf of the Company or Participants, at the
expense of the Company, any ruling or decision on any matter relating to
the Plan or to any Awards of Options and/or Restricted Stock;
(e) generally, to administer the Plan, and to take all such steps and
make all such determinations in connection with the Plan and the Awards of
Options and/or Restricted Stock as it may deem necessary or advisable;
(f) to determine the form in which tax withholding under Section 14
of the Plan will be made; and
(g) to amend the Plan or any Option or Restricted Stock granted or
awarded hereunder as may be necessary in order for any business
combination involving the Company to qualify for pooling-of-interest
treatment under APB No. 16.
5. Eligible Participants.
Subject to the provisions of the Plan, the persons who shall be
eligible to participate in the Plan and be granted Awards shall be those
persons who are employees or directors of the Company or any Subsidiary or
consultants under contract to the Company, who shall be in a position, in the
opinion of the Board, to make contributions to the growth, management and
success of the Company or its Subsidiaries. Of those persons described in the
preceding sentence, the Board may, from time to time, select persons to be
granted Awards and shall determine the terms and conditions with respect
thereto. In making any such selection and in determining the form of the Award,
the Board may give consideration to the functions and responsibilities of the
person, to the person's contributions to the Company or its Subsidiaries, the
value of the individual's service to the Company or its Subsidiaries and such
other factors deemed relevant by the Board. In the event and to the extent
authorized by the United States Departments of Treasury and Labor, the Parker
Drilling Company Stock Bonus Plan account of an employee of the Company or a
Subsidiary may also be a Participant, the Board may grant Options to such
account and, to the extent such account is a Participant, the Options in such
an account shall be subject to all of the terms and provisions of the Plan as
if the Options had been granted to the individual for whom the account is
maintained.
6
<PAGE> 7
6. Terms and Conditions of Options.
The Board may, in its discretion, grant Options to any Participant under
the Plan. Each Option shall be evidenced by an agreement between the
Company and the Participant. Unless the Board at the time of grant specifically
designates Options granted under the Plan as Incentive Stock Options, all
Options granted under the Plan shall be non-statutory options. Each Option
agreement, in such form as is approved by the Board, shall be subject to the
following express terms and conditions and to such other terms and condition,
not inconsistent with the Plan as the Board may deem appropriate:
(a) Option Period. Each Option granted under the Plan shall be for
such period as is established by the Board, except that each ISO shall
expire no later than ten years after the Option Date. Where Options are
exercisable in installments, the right to purchase any shares shall be
cumulative, so that when the right to purchase any shares has matured,
such shares may be purchased thereafter until the expiration of the
Option. The Board shall have the power to accelerate the exercisability of
installments for any Option granted under the Plan.
(b) Option Price. At the time when the Option is granted, the Board
will fix the Option Price. In the case of ISO's, the Option Price shall be
no less than the Fair Market Value on the Option Date and in the case of
all other Options granted under the Plan, the Option Price shall be as
determined in the sole discretion of the Board, but in no event may the
Option Price be less than the par value for a share of Common Stock.
(c) Other Option Provisions. The form of Option authorized by the
Plan may contain such other provisions as the Board may from time to time
determine, including:
(i) "Discounted Options" which may be granted to any Participant.
A "Discounted Option" is an Option having an Option Price per
share less than the Fair Market Value at the Option Date provided
such Option Price shall not be less than 50% of the Fair Market
Value at the Option Date.
(ii) "Reload Options" which may be granted only to employees of
the Company or a Subsidiary. A "Reload Option" is an Option
automatically granted to a Participant pursuant to the terms of
an Award Agreement upon the delivery of shares of Common Stock to
pay any required withholding tax in respect of the exercise of an
Option (the "delivered shares"). Such Reload Option entitles the
Participant to purchase (at an option price equal to the Fair
Market Value at the time of such delivery) a number of shares of
Common Stock equal to the number of delivered shares. Reload
Options shall be subject to all of the terms of the Plan and the
Award Agreement in respect to which they are granted, including
the Option Period for the Option exercised by delivery of the
delivered shares, and shall not be exercisable before the earlier
of one year after their grant or the day before the expiration of
such Option Period. In the discretion of the Board, Reload
Options
7
<PAGE> 8
granted on the exercise of ISO's may be ISO's or non-qualified
options.
(d) Incentive Stock Options. ISO's may only be granted to employees
of the Company or of a Subsidiary. The aggregate Fair Market Value
(determined as of the Option Date of the ISO) of the Common Stock with
respect to which ISO's are first exercisable by a Company or Subsidiary
employee during any calendar year under all Option plans of the Company
shall not exceed $100,000. An ISO granted to an employee who, at the time
the ISO is granted, owns Common Stock possessing more than ten percent
(10%) of the total combined voting power of all classes of capital stock
of the Company or a Subsidiary thereof shall have an exercise price equal
to not less than 110 percent (110%) of the Fair Market Value on the Option
Date. In addition, no more than 4,000,000 shares of Common Stock may be
issued as ISO's granted under the Plan and no ISO may be granted under the
Plan after the tenth anniversary of the date the Plan is approved by the
stockholders of the Company. Any Participant who disposes of shares
acquired upon the exercise of an ISO either (i) within two years after the
Option Date of the Option under which the shares were acquired or (ii)
within one year after the acquisition of such shares shall notify the
Company of such disposition and of the amount realized. Failure by a
Participant to so notify the Company of such a disposition of shares shall
entitle the Company to treat the shares of Common Stock issued to such
Participant as void ab initio or to recover from the Participant the
greater of the value of the shares disposed of as of the date of
disposition or the value of the shares disposed of as of the date the
Company learns of such disposition from either (i) any amounts due to such
Participant from the Company or a Subsidiary, or (ii) otherwise. The
Company may, at its discretion, place a legend noting the possible
consequences of a Participant's failure to provide such disposition notice
on shares of Common Stock delivered upon the exercise of an ISO.
(e) No person shall have any rights of a stockholder with respect to
any shares to be delivered upon the exercise of an Option until such time
as such Option is validly exercised.
7. Terms and Conditions of Restricted Stock Awards.
The Board, in its discretion, may grant Restricted Stock to any
Participant under the Plan, the purchase price of which shall be established by
the Board. Each grant of Restricted Stock shall be evidenced by an Award
Agreement between the Company and the Participant. All shares of Common Stock
awarded to Participants under the Plan as Restricted Stock shall be subject to
the following express terms and conditions and to such other terms and
conditions, not inconsistent with the Plan, as the Board shall deem
appropriate:
(a) Restrictions on Transfer. Shares of Restricted Stock awarded to
Participants shall contain such restrictions on transfer as the Board may
determine in its sole discretion. Except as permitted under Section 12 of
the Plan, shares of Restricted Stock awarded to Participants may not be
sold or transferred before such restrictions on transfer lapse, and may
only be pledged to the Company or any Subsidiary to satisfy any
obligations that the
8
<PAGE> 9
Participant may have to the Company or the Subsidiary with respect to the
acquisition of such shares of Restricted Stock. Subject to the provisions
of subparagraphs (b) and (c) below and any other restrictions imposed by
law, the certificates for any shares of Restricted Stock the restrictions
on which have lapsed will be transferred to the Participant or, in the
event of his death, to the beneficiary or beneficiaries designated by
writing filed by the Participant with the Board for such purpose or, if
none, to his estate. Delivery of shares in accordance with the preceding
sentence shall be made within the 30-day period after such restrictions
shall lapse.
(b) Certificates Deposited With Company. Each certificate issued in
respect of shares of Restricted Stock awarded under the Plan shall be
registered in the name of the Participant and deposited with the Company.
Each such certificate shall bear the following (or a similar) legend:
"The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions (including
forfeiture) relating to Restricted Stock contained in the Parker
Drilling Company 1997 Stock Plan and an agreement entered into
between the registered owner and Parker Drilling Company. Copies of
such Plan and agreement are on file at the principal office of Parker
Drilling Company."
(c) Stockholder Rights. Subject to the foregoing restrictions, each
Participant shall have all the rights of a stockholder with respect to his
shares of Restricted Stock including, but not limited to, the right to
vote such shares.
(d) Dividends. On each Common Stock dividend payment date, each
Participant shall receive an amount equal to the dividend paid on that
date on a share of Common Stock, multiplied by his number of shares of
Restricted Stock.
8. Manner of Exercise of Options
To exercise an Option in whole or in part, a Participant (or, after
his death, his executor or administrator) or his assignee (as contemplated
at Section 12 hereof) must give written notice to the Administrator,
stating the number of shares with respect to which he intends to exercise
the Option. The Company will issue the shares with respect to which the
Option is exercised upon payment in full of the Option Price. The Option
Price may be paid (i) in cash, (ii) in shares of Common Stock held by the
Participant, his executor, administrator, or assignee, and having an
aggregate Fair Market Value, as determined as of the close of business on
the day prior to the day on which such Option is exercised, equal to the
Option Price, (iii) if permitted by the Board, a promissory note in the
amount of the Option Price, which note shall provide for full personal
liability of the maker and shall contain such other terms and provisions
as the Board may determine, including without limitation the right to
repay the note partially or wholly with Common Stock, (iv) if
9
<PAGE> 10
authorized by the Board in the Award Agreement for the Option being
exercised, by delivery of irrevocable instructions to a broker to promptly
deliver to the Company the amount of sale or loan proceeds necessary to
pay for all Common Stock acquired through such exercise and any tax
withholding obligations resulting from such exercise, (v) if authorized by
the Board in the Award Agreement for the Option being exercised, by the
withholding by the Company, pursuant to a written election delivered by
the Participant, his executor, administrator, or assignee, to the
Administrator on or prior to the date of exercise, from the shares of
Common Stock issuable upon any exercise of the Option that number of
shares having a Fair Market Value as of the close of business on the day
prior to the day on which such Option is exercised equal to such Option
Price, (vi) by constructive delivery ("attestation") of shares of Common
Stock held by the Participant, his executor, administrator, or assignee,
and having an aggregate Fair Market Value, as determined as of the close
of business on the day of exercise, equal to the Option Price effected
through providing the Company with a notarized statement on or before the
day of exercise attesting to the number of shares owned by the
Participant, his executor, administrator, or assignee, that will serve as
the Option Price payment shares, or (vii) as authorized by the Board in
the Award Agreement for the Option being exercised, by a combination of
such methods. The Option Price may also be paid in shares of Common Stock
which were received by the Participant, his executor, administrator, or
assignee, upon the exercise of one or more Options or as an award of
Restricted Stock under the Plan and upon which all restrictions have
lapsed.
9. Vesting.
A Participant may not exercise an Option until it has become vested.
The portion of an Option Award that is vested depends upon the vesting
restrictions, if any, established by the Board for such Option at the time of
its grant and the period that has elapsed since the Option Date.
10. Change of Control.
Notwithstanding the provisions of Sections 6 and 7 or anything
contained in a Participant's agreement to the contrary, upon a Change in
Control, all Options and/or Restricted Stock shall be subject to the following:
(a) The restrictions and limitations applicable to any Options shall
lapse, and such Options shall become free of all restrictions and become
fully vested to the full extent of the original grant.
(b) The Company shall have the right to acquire from Participants
their vested Options for which the value, as established in the Change of
Control, of the Common Stock issuable upon exercise thereof is greater
than the Option Price, by payment of the amount by which the price per
share of Common Stock, as established in the Change of Control, exceeds
the Option Price; and
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(c) All Restricted Stock shall become free of all restrictions and be
fully vested and transferable.
11. Adjustments to Reflect Changes in Capital Structure.
If there is any change in the corporate structure or shares of the Company,
the Board of Directors may, in its discretion, make any adjustments
necessary to prevent accretion, or to protect against dilution, in the number
and kind of shares authorized by the Plan and, with respect to outstanding
Options and/or Restricted Stock, in the number and kind of shares covered
thereby and in the applicable Option Price. For the purpose of this Section 11,
a change in the corporate structure or shares of the Company includes, without
limitation, any change resulting from a recapitalization, stock split, stock
dividend, consolidation, rights offering, spin-off, reorganization, or
liquidation and any transaction in which shares of Common Stock are changed
into or exchanged for a different number or kind of shares of stock or other
securities of the Company or another corporation.
12. Non-Transferability of Options and Restricted Stock; Limited Exception to
Transfer Restrictions.
(a) Unless otherwise expressly provided in this Section 12, by
applicable law or by any Award Agreement, as the same may be amended,
evidencing the grant or award of Restricted Stock or Options: Awards are
non-transferable and shall not be subject in any manner to sale, transfer,
anticipation, alienation, assignment, pledge, encumbrance or charge;
Awards shall be exercised only by the person to whom such Awards were
granted or awarded (a "Recipient"); and amounts payable or shares issuable
pursuant to Awards shall be delivered only to or for the account of a
Recipient.
(b) Except as precluded by any applicable law, the Board may permit
Awards to be transferred to and exercised by and paid to certain persons
or entities related to the Recipient, including, but not limited to
members of the Recipient's immediate family (parents, grandparents,
children, grandchildren, spouse, siblings), charitable institutions, or
trusts or other entities whose beneficiaries or beneficial owners are
members of the Recipient's immediate family and/or charitable
institutions, or to such other persons or entities as may be approved by
the Board, pursuant to such conditions and procedures as the Board may
establish. Any permitted transfer shall be subject to the condition that
the Board receive evidence satisfactory to it that the transfer is being
made for estate and/or tax planning purposes on a gratuitous or donative
basis and without consideration other than nominal consideration.
(c) The exercise and transfer restrictions in this Section 12 shall
not apply to:
(i) transfers to the Company;
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<PAGE> 12
(ii) the designation of a beneficiary to receive benefits in the
event of the Recipient's death or, if the Recipient has died,
transfers to or exercise by the Recipient's beneficiary, or, in the
absence of a validly designated beneficiary, transfers by will or the
laws of descent and distribution;
(iii) transfers pursuant to a domestic relations order;
(iv) if the Recipient has suffered a disability, permitted
transfers or exercises on behalf of the Recipient by his or her legal
representative; or
(v) the authorization by the Board of "cashless exercise"
procedures with third parties who provide financing for the purpose of
(or who otherwise facilitate) the exercise of Awards consistent with
applicable laws and the express authorization of the Board.
(d) In the event of a transfer of an Award pursuant to Subsection (b)
or (c) of this Section 12, the Recipient will remain liable for any taxes
(including withholding and social security taxes) due upon or as a
consequence of the exercise of or lapse of any restrictions in respect of
an Award and neither the Company nor the Board shall have any obligation
to provide notice to a transferee of any event or information that has,
will or could in any way affect an Award or its exercise.
13. Rights as Stockholder.
No person shall have any rights of a stockholder as to shares of
Common Stock subject to an Award under the Plan until, after proper exercise of
the Award or other action required, such shares shall have been recorded on the
Company's official stockholder records as having been issued or transferred.
Upon exercise of the Award or any portion thereof, the Company will have thirty
(30) days in which to issue the shares, and the Participant will not be treated
as a stockholder for any purpose whatsoever prior to such issuance. No
adjustment shall be made for cash dividends or other rights for which the
record date is prior to the date such shares are recorded as issued or
transferred in the Company's official stockholder records, except as provided
herein or in an Agreement.
14. Withholding Tax.
No later than the date as of which an amount first becomes includible
in the gross income of the Participant for federal income tax purposes with
respect to any Award under the Plan, the Participant shall pay to the Company,
or make arrangements satisfactory to the Company regarding the payment of, any
federal, state, local or foreign taxes of any kind required by law to be
withheld with respect to such amount. Unless otherwise determined by the
Administrator, withholding
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obligations may be settled with shares of Common Stock, including Common Stock
that is part of the Award that gives rise to the withholding requirement. The
obligations of the Company under the Plan shall be conditional on such payment
or arrangements, and the Company and Subsidiaries shall, to the extent
permitted by law, have the right to deduct any such taxes from any payment
otherwise due to the Participant. The Administrator may establish such
procedures as it deems appropriate, including the making of irrevocable
elections, for the settlement of withholding obligations with shares of Common
Stock.
15. Termination of Employment.
(a) In the event of a Participant's Termination of Employment for any
reason other than death or disability any Option or Restricted Stock
shall expire forthwith; provided, however, that with the approval of
the Board evidenced by a writing signed by an executive officer of the
Company other than the Participant, unvested Options may be: (i)
allowed to remain in effect and to vest and be exerciseable in
accordance with the terms of the Award Agreement evidencing such
options, or (ii) accelerated to vest immediately. Any Options
exercisable at the time of such termination, or which become
exerciseable in accordance with this paragraph may be exercised up to
a date after such termination that is determined by the Board, but not
exceeding five years from the date of such termination and not beyond
the date the Option otherwise would have expired in accordance with
the Award Agreement evidencing such Option. The restrictions on
Restricted Stock may be eliminated so that such Restricted Stock is
free of such restrictions at the time of Termination of Employment and
not forfeited upon such Termination of Employment.
(b) Upon the death of a Participant, all unvested Options shall vest
immediately and all restrictions on Restricted Stock shall lapse. A
Participant's estate or beneficiaries shall have a period up to the
later of one year after the Participant's death or the expiration date
specified in the Award Agreement within which to exercise the Option;
provided, however, in the case of ISO's, the Participant's estate or
beneficiaries may exercise an Option only until the expiration date
specified in the Award Agreement. Any Option may be immediately
exercised in full by the Participant's estate or beneficiaries. In the
event the Participant's estate is closed with exercisable Options then
unexercised, the rights under this paragraph shall pass by will or the
laws of descent and distribution. In the case of Restricted Stock, the
restrictions on such Restricted Stock shall be deemed to have lapsed
immediately before such Participant's death.
(c) Upon the disability of a Participant, all unvested Options shall
vest immediately and all restrictions on Restricted Stock shall lapse.
In the event of a Participant's disability during employment, the
Participant, or his or her guardian or legal representative shall have
a period up to the expiration date specified in the Award Agreement
within which to exercise the Option. In the case of Restricted Stock,
the restrictions on such Restricted Stock shall be deemed to have
lapsed immediately before the disability of such Participant.
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<PAGE> 14
16. Cancellation of Option Grants and Restricted Stock.
(a) After Termination of Employment. If there is a Termination of
Employment with respect to a Participant for any reason other than death,
and, pursuant to paragraph (a) or (c) of Section 15, one or more Options
have not yet expired or the restrictions pertaining to Restricted Stock
have not lapsed, the Board, in its sole discretion, which may be delegated
to the Chief Executive Officer of the Company or to the Chairman of the
Board, may cancel any such Options at any time prior to the exercise
thereof or declare forfeited any such Restricted Stock before the related
restrictions lapse unless the following conditions are met:
(i) The Participant shall not render services for any
organization or engage directly or indirectly in any business which,
in the judgment of the Chief Executive Officer of the Company, is or
becomes competitive with the Company, or which is or becomes
otherwise prejudicial to or in conflict with the interests of the
Company. The judgment of the Chief Executive Officer shall be based
on the Participant's positions and responsibilities while employed by
the Company, the Participant's post-employment responsibilities and
position with the other organization or business, the extent of past,
current and potential competition or conflict between the Company and
the other organization or business, the effect on the Company's
customers, suppliers and competitors of the Participant's assuming
the post-employment position, and such other considerations as are
deemed relevant given the applicable facts and circumstances. The
Participant shall be free, however, to purchase as an investment or
otherwise, stock or other securities of such organization or business
so long as such stock or securities are listed upon a recognized
securities exchange or traded over-the-counter, and such investment
does not represent a substantial investment to the Participant or a
greater than five percent (5%) equity interest in the organization or
business.
(ii) The Participant shall not, without prior written
authorization from the Company, disclose to anyone outside the
Company, or use in other than the Company's business, any
confidential information or material relating to the business of the
Company, acquired by the Participant either prior to or after such
Participant's Termination of Employment.
(b) Before Termination of Employment. The Board, in its sole
discretion, which may be delegated to the Chief Executive Officer of the
Company or to the Chairman of the Board, may cancel any Options held by a
person or reduce the number thereof at any time prior to the exercise
thereof or declare forfeited a part or all of any shares of Restricted
Stock awarded to a Participant under the following circumstances:
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<PAGE> 15
(i) The Participant's conduct either in connection with his or
her employment by the Company or otherwise is deemed inimical to the
interests of the Company.
(ii) The Participant's employment responsibilities with the
Company are reduced or altered and the Board determines that the
Participant would not have been granted the Options or awarded the
shares of Restricted Stock, or such number of Options or shares of
Restricted Stock, had the Participant's employment responsibilities
been at the reduced or altered level at the time of the grant or
award of such Options or shares of Restricted Stock.
17. No Right To Employment.
Participation in the Plan will not give any Participant a right to be
retained as an employee of the Company or any Subsidiary, or any right or claim
to any benefit under the Plan, unless the right or claim has specifically
accrued under the Plan.
18. Amendment of the Plan.
The Board may from time to time amend or revise the terms of the Plan
in whole or in part and may without limitation, adopt any amendment deemed
necessary.
19. Notice.
Any written notice to the Company required by any of the provisions of the
Plan shall be addressed to the Administrator, if so required under the Plan,
and otherwise to the Chairman of the Board or to the Chief Executive Officer of
the Company, and shall become effective when it is received by the office of
such Administrator, Chairman or the Chief Executive Officer.
20. Company Benefit and Compensation Plans.
Nothing contained in the Plan shall prevent any Participant prior to
death, or the Participant's dependents or beneficiaries after the Participant's
death, from receiving, in addition to any Options or Restricted Stock provided
for under the Plan, any salary, incentive or performance plan Awards, payments
under a Company retirement plan or other benefits that may be otherwise payable
or distributable to such Participant, or to the Participant's dependents or
beneficiaries under any other plan or policy of the Company or otherwise. To
the extent permitted by law, grants of Options or awards of Restricted Stock
under the Plan may be made in combination with, or as alternatives to, grants,
awards or payments under other Company plans.
21. Representations and Warranties.
No person shall at any time have a right to be selected as a Participant
in the Plan, nor
15
<PAGE> 16
having been selected as a Participant for one Award to be selected as a
Participant for any other Award, and no person shall have any authority to
enter into any agreement assuring such selection or making any warranty or
representation with respect thereto. A Participant shall have no rights to or
interest in any Option or Restricted Stock except as set forth herein.
22. Unfunded Plan.
Insofar as it provides for grants of Options and awards of Restricted
Stock, the Plan shall be unfunded. Although bookkeeping accounts may be
established with respect to Participants who are or may become entitled to
Common Stock under the Plan, any such accounts shall be used merely as a
bookkeeping convenience. The Company shall not be required to segregate any
assets that may at any time be represented by Common Stock, nor shall the Plan
be construed as providing for such segregation, nor shall the Company nor the
Board be deemed to be a trustee of any Common Stock issuable or deliverable
under the Plan. Any liability of the Company to an Participant with respect to
a grant of Options or award of Restricted Stock under the Plan shall be based
solely upon any contractual obligations that may be created by the Plan or an
Award Agreement; no such obligation of the Company shall be deemed to be
secured by any pledge or other encumbrance on any property of the Company.
Neither the Company nor the Board shall be required to give any security or
bond for the performance of any obligation that may be created by the Plan.
23. Conditions Upon Issuance of Shares.
An Option shall not be exercisable, a share of Common Stock shall not be
issued pursuant to the exercise of an Option, and restrictions on Restricted
Stock awarded shall not lapse until such time as the issuance and delivery of
such share pursuant thereto shall comply with all relevant provisions of law,
including, without limitation, the Securities Act, the Exchange Act, the rules
and regulations promulgated thereunder, and the requirements of any stock
exchange upon which the shares of Common Stock may then be listed (including
the listing requirements for such Common Stock on the Exchange), and shall be
further subject to the approval of counsel for the Company with respect to such
compliance. As a condition to the exercise of an Option, the Company may
require the person exercising such Option to represent and warrant at the time
of any such exercise that the Common Stock is being purchased only for
investment and without any present intention to sell or distribute such shares
if, in the opinion of counsel for the Company, such a representation is
required by any of the aforementioned relevant provisions of law.
24. Effective Date and Termination of Plan.
24.1 Effective Date. The Plan is effective as of the of the date of its
adoption by the Board of Directors.
24.2 Termination of the Plan. The Board may terminate the Plan at any time
with
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<PAGE> 17
respect to any shares that are not then subject to Options or Restricted Stock.
Termination of the Plan will not affect the rights and obligations of any
Participant with respect to Options or Restricted Stock awarded before
termination.
* * * * *
The undersigned, being the duly elected Secretary of Parker Drilling
Company, does hereby certify that the foregoing Parker Drilling Company Amended
and Restated 1997 Stock Plan was approved and adopted by the Board of Directors
effective as of April 21, 1999.
/s/ Leslie D. Rosencutter
-----------------------------
Leslie D. Rosencutter
Corporate Secretary
17
<PAGE> 1
EXHIBIT 4.2
STOCK OPTION AWARD AGREEMENT
Under the Parker Drilling Company
Amended and Restated 1997 Stock Plan
THIS STOCK OPTION AWARD AGREEMENT (this "Agreement") is made and
entered into as of by and between Parker Drilling Company, a Delaware
corporation ("Parker"), and the below named individual ("Participant").
R E C I T A L S
WHEREAS, in consideration of the presently existing relationship
between the Company and the Participant, and as an additional inducement to
provide employees, directors or consultants who are in a position to contribute
to the growth, management and success of the business of the Company and its
subsidiaries, it is agreed between the Company and Participant as follows:
1. Defined Terms. As used herein, the following terms shall have the
following meanings:
(a) "Plan" shall mean the Parker Drilling Company 1997 Stock Plan,
including any amendments thereto.
(b) "Participant" shall mean .
(c) "Option Shares" shall mean shares of the Common Stock of the
Company, par value 16-2/3 cents per share.
(d) "Expiration Date" shall mean .
(e) "Board" shall mean the Board of Directors of Parker.
Any other capitalized terms used herein shall be defined in accordance
with the definitions in the Plan.
2. Option Grant. The Company hereby grants to Participant, subject to
the terms hereof and the terms of the Plan, the right and option to purchase all
or any part of the Option Shares on or before the Expiration Date (the
"Option"); provided, however, that the Option shall mature and become
exercisable as incentive stock options, subject to the $100,000 monetary limit
as follows: [vesting provisions relating to award included here]. No exercise as
to a portion of the Option Shares shall preclude a later exercise or exercises
as to additional portions. Further, the Option shall be exercisable upon vesting
only (a) as provided in paragraph 3(b) hereof, (b) during such time as
Participant remains an employee, director or consultant of the Company, (c) in
the event of disability (for
1
<PAGE> 2
purposes of this Agreement, Participant shall be considered disabled if he/she
is unable to engage in substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than 12 months) during employment, until the earlier of the Expiration
Date or one year after commencement of Participant's disability, (d) in the
event of death during employment, until the earlier of the Expiration Date or
one year after Participant's death, or (e) as otherwise provided in the Plan.
3. Terms and Conditions of the Option. The Option shall be subject to
the following terms and conditions:
(a) Option Price. The price to be paid for each of the Option Shares
with respect to which the Option is exercised, shall be $ (the "Option
Price").
(b) Exercise of Option. The option to purchase the Option Shares shall
be exercisable as specified herein and in the Plan. Payment of the Option
Price for the number of shares as to which the option is being exercised
may be paid (i) in cash, (ii) in shares of Common Stock held by the
Participant having an aggregate Fair Market Value, as determined as of the
close of business on the day on which such Option is exercised, equal to
the Option Price, (iii) if permitted by the Board, by delivery of
Participant's promissory note in the amount of the Option Price, which note
shall provide for full personal liability and contain such terms and
provisions as the Board may determine, including without limitation the
right to repay the note partially or wholly with Common Stock, (iv) by
delivery of irrevocable instructions to a broker to promptly deliver to the
Company the amount of sale or loan proceeds necessary to pay for all Common
Stock acquired through such exercise and any tax withholding obligations
resulting from such exercise, (v) if permitted by the Board, by the
withholding by the Company, pursuant to a written election delivered by the
Participant to the Administrator of the Plan on or prior to the date of
exercise, from the shares of Common Stock issuable upon any exercise of the
Option that number of shares having a Fair Market Value as of the close of
business on the day prior to the day on which such Option is exercised
equal to such Option Price, (vi) if permitted by the Board, by constructive
delivery of shares of Common Stock held by the Participant having an
aggregate Fair Market Value, as determined as of the close of business on
the day of exercise, equal to the Option Price effected through providing
the Company with a notarized statement on or before the day of exercise
attesting to the number of shares owned by the Participant that will serve
as the Option Price payment shares, or (vii) by a combination of such
methods. The option shall not be exercisable with respect to fractions of a
share.
(c) Notice of Exercise. Each exercise of the Option shall be by written
notice to the Company. Each such notice shall state the number of Option
Shares with respect to which the Option is being exercised and shall
specify a date, not less than
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<PAGE> 3
five nor more than ten days after the date of such notice, as the date on
which the shares will be delivered and payment made therefor at the
principal offices of the Company. If any law or regulation requires the
Company to take any action with respect to the shares specified in such
notice, then the date for delivery of such shares against payment therefor
shall be extended for the period necessary to take such action. In the
event of any failure to pay for the number of shares specified in such
notice on the date set forth therein, subject to such date being extended
as provided above, the Option shall terminate with respect to such number
of shares, but shall continue with respect to the remaining shares covered
by this Agreement and not yet acquired by exercise of the Option or any
portion thereof.
(d) Investment Representation. If shares of stock issued pursuant to
exercise of the Option have not been registered under the Securities Act of
1933, as amended (the "Securities Act"), Participant agrees to represent
and warrant in writing at the time of any exercise of the Option or any
portion thereof that the Option Shares are being purchased only for
investment and without any present intention to sell or distribute such
shares, and further agrees that shares so acquired may be appropriately
legended and will be sold or transferred only in accordance with the rules
and regulations of the Securities and Exchange Commission (the "SEC") or
any applicable law, regulation, or rule of any governmental agency.
(e) Taxes. Participant shall pay all original issue or transfer taxes
and all other fees and expenses incident to the issue, transfer, or
delivery of Option Shares.
(f) Nonassignability. The Option shall be exercisable during
Participant's lifetime only by Participant, and shall not be assigned,
transferred, pledged, hypothecated, sold or otherwise disposed of, in whole
or in part, voluntarily or involuntarily, any such assignment, transfer,
pledge, hypothecation, sale or other disposition being void and of no
effect; provided, however, that the Option shall be transferable by will or
the laws of descent and distribution.
(g) No Rights Until Issue. No right to vote or receive dividends or any
other rights as a stockholder of the Company shall exist with respect to
the Option Shares, notwithstanding the exercise of the Option, until the
issuance to the Participant of a stock certificate or certificates
representing such shares.
(h) Anti-dilution. In the event of a merger, consolidation,
reorganization, recapitalization, stock dividend, stock split or other
change in the corporate structure or capitalization of the Company, the
number of Option Shares and the Option Price shall be subject to
appropriate adjustments as described in the Plan.
The Option is also subject to, and, by accepting and executing this Agreement,
Participant agrees to be bound by, all of the terms, provisions, limitations and
conditions of the Plan.
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<PAGE> 4
4. Incentive Stock Option. To the extent specified in paragraph 2
above, the Option is intended to qualify as an "incentive stock option" as such
term is defined at section 422 of the Internal Revenue Code of 1986, as amended;
provided, however, Participant acknowledges and understands that the status of
the Option as an "incentive stock option" depends on various factors relating to
the Plan, the Option and the grant thereof (including the Option Price of the
Option and the approval of shareholders for the options to qualify under section
422), and that the Option may be determined not to qualify as an "incentive
stock option."
5. Cancellation or Reduction. The Board may elect to cancel the Option
or reduce the number of Option Shares at any time prior to the exercise of the
Option, as described in the Plan.
6. The Plan. Participant acknowledges receipt of a copy of the Plan and
represents that he/she is familiar with the terms and provisions thereof and
hereby accepts the Option subject to all such terms and provisions.
7. Relationship. Nothing in the Plan or in this Agreement shall confer
upon Participant any right to continued relationship as an employee, director or
consultant of the Company or interfere in any way with the right of the Company
to terminate Participant's relationship at any time.
8. Binding Agreement. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective heirs,
executors, administrators, trustees, successors and assigns.
EXECUTED as of the day and year first above written.
Parker Drilling Company Participant
By: By:
----------------------------- -----------------------------------
Name: Name:
--------------------------- -----------------------------------
Title:
-------------------------- -----------------------------------
4
<PAGE> 1
EXHIBIT 5
[PARKER DRILLING COMPANY LETTERHEAD]
July 28, 1999
Securities and Exchange Commission
450 Fifth Street, Judiciary Plaza
Washington, D.C. 20549
Re: Parker Drilling Company Registration Statement on Form S-8
Ladies & Gentlemen:
I am Senior Attorney to Parker Drilling Company, a Delaware corporation
(the "Company"), and as such have participated in the registration of 2,000,000
shares of the Company's Common Stock, $.162/3 par value per share (the
"Shares"), by the Company on a Registration Statement filed with the Securities
and Exchange Commission on Form S-8 (the "Registration Statement"). The Shares
are issuable in connection with the Parker Drilling Company Amended and Restated
1997 Stock Plan (the "Amended and Restated 1997 Plan"). I have examined the
Articles of Incorporation and By-laws of the Company in the form incorporated by
reference as Exhibits 4.3 and 4.4, respectively, to the Registration Statement,
and such other records and documents as I have deemed necessary for the purpose
of this opinion.
Based upon the foregoing, I am of the opinion that the Shares have been
duly authorized and, when issued, delivered and paid for in accordance with the
terms of the 1997 Plan, will be validly issued, fully paid and non-assessable.
I consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to me in Item 5 of Part II thereof.
In giving such consent, I do not admit that I am within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933 and the
rules and regulations thereunder.
Very truly yours,
/s/ RONALD C. POTTER
Ronald C. Potter
Senior Attorney
<PAGE> 1
EXHIBIT 15
July 28, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We are aware that our reports dated January 14, 1999, February 16, 1999, and May
14, 1999 on our reviews of the interim financial information of Parker Drilling
Company for the periods ended November 30, 1998 and 1997, and included in the
Company's quarterly report on Form 10-Q for the quarter ended November 30, 1998,
and for the period ended December 31, 1998 and included in the Company's
transition report on Form 10-Q for the four months ended December 31, 1998, and
for the period ended March 31, 1998 and included in the Company's quarterly
report on Form 10-Q for the quarter ended March 31, 1999, respectively, are
incorporated by reference in Parker Drilling Company's Registration Statement on
Form S-8 (File No. 333-41369) which is incorporated herein.
Very truly yours,
/S/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated October 22, 1998 relating to the
financial statements and financial statement schedule of Parker Drilling Company
and subsidiaries, which report is included in the Company's Annual Report on
Form 10-K for the year ended August 31, 1998, which Form 10-K is incorporated by
reference in the Company's Registration Statement on Form S-8 (File No.
333-41369) which is incorporated herein.
/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
July 28, 1999
