<PAGE> 1
AS FILED WITH SECURITIES AND EXCHANGE COMMISSION ON JANUARY 27, 1997
REGISTRATION 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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PATTERSON ENERGY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
<TABLE>
<S> <C>
DELAWARE 75-2504748
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF
INCORPORATION OR ORGANIZATION)
</TABLE>
4510 LAMESA HIGHWAY
SNYDER, TEXAS 79549
(915) 573-1104
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
CLOYCE A. TALBOTT
4510 LAMESA HIGHWAY
SNYDER, TEXAS 79549
(915) 573-1104
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
<TABLE>
<S> <C>
THOMAS H. MAXFIELD, ESQ. ROBERT V. JEWELL, ESQ.
BAKER & HOSTETLER ANDREWS & KURTH L.L.P.
SUITE 1100 SUITE 4200
303 EAST SEVENTEENTH AVENUE 600 TRAVIS
DENVER, COLORADO 80203 HOUSTON, TEXAS 77002
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
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, 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, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-18123
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, 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. [ ]
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) SHARE(2) PRICE(2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 per share(3).......... 313,950 Shares $30.75 $9,653,963 $2,926
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</TABLE>
(1) Includes 40,950 shares to cover the Underwriters' over-allotment option.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(a) under the Securities Act of 1933, as amended.
(3) Includes preferred stock purchase rights issuable pursuant to the Rights
Agreement, dated as of January 2, 1997, between Patterson Energy, Inc. and
Continental Stock Transfer & Trust Company.
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<PAGE> 2
EXPLANATORY NOTE
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 (No. 333-18123) filed by Patterson Energy, Inc. (the
"Company") with the Securities and Exchange Commission on December 18, 1996, as
amended by Amendment No. 1 thereto filed on January 6, 1997, and Amendment No. 2
thereto filed on January 27, 1997, which was declared effective January 27,
1997, are incorporated herein by reference.
<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
The following exhibits are filed herewith or incorporated by reference
herein:
<TABLE>
<CAPTION>
EXHIBIT ITEM 601 CROSS
NUMBER REFERENCE DOCUMENT AS FORM S-3 EXHIBIT
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<C> <C> <S>
1.1 1 Form of Underwriting Agreement(1)
5.1 5 Opinion of Baker & Hostetler LLP re: legality of the shares
to be offered
15.1 15 Letter of Coopers & Lybrand L.L.P. re: unaudited interim
financial information(1)
23.1 23 Consent of Coopers & Lybrand L.L.P.
23.2 23 Consent of Arthur Andersen LLP
23.3 23 Consent of M. Brian Wallace, independent petroleum engineer
23.4 23 Consent of Baker & Hostetler LLP (included in Exhibit 5.1)
24.1 24 Powers of Attorney(1)
99.1 99 Certificate of Registrant as to payment of additional
registration fee.
</TABLE>
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(1) Incorporated by reference to the Registrant's Registration Statement on Form
S-3 (Registration No. 333-18123).
II-1
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 duly
authorized, in the City of Snyder, State of Texas on the 27th day of January,
1997.
PATTERSON ENERGY, INC.
By: /s/ CLOYCE A. TALBOTT
Cloyce A. Talbott
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed as of January 27, 1997, by the following
persons in the capacities indicated:
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<C> <S>
/s/ CLOYCE A. TALBOTT Chairman of the Board, Director and Chief
Cloyce A. Talbott Executive Officer
Principal Executive Officer
* President, Chief Operating Officer and
A. Glenn Patterson Director
* Director
Robert C. Gist
* Director
Kenneth E. Davis
* Director
Vincent A. Rossi, Jr.
/s/ JAMES C. BROWN Vice President -- Finance, Secretary,
James C. Brown Treasurer and Chief Financial Officer
Principal Accounting Officer
*By: /s/ CLOYCE A. TALBOTT
Cloyce A. Talbott
Attorney-in-Fact
</TABLE>
II-2
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT ITEM 601 CROSS
NUMBER REFERENCE DOCUMENT AS FORM S-3 EXHIBIT
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<C> <C> <S>
1.1 1 Form of Underwriting Agreement(1)
5.1 5 Opinion of Baker & Hostetler LLP re: legality of the shares
to be offered
15.1 15 Letter of Coopers & Lybrand L.L.P. re: unaudited interim
financial information(1)
23.1 23 Consent of Coopers & Lybrand L.L.P.
23.2 23 Consent of Arthur Andersen LLP
23.3 23 Consent of M. Brian Wallace, independent petroleum engineer
23.4 23 Consent of Baker & Hostetler LLP (included in Exhibit 5.1)
24.1 24 Powers of Attorney(1)
99.1 99 Certificate of Registrant as to payment of additional
registration fee.
</TABLE>
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(1) Incorporated by reference to the Registrant's Registration Statement on Form
S-3 (No. 333-18123).
<PAGE> 1
EXHIBIT 5.1
[BAKER & HOSTETLER LLP LETTERHEAD]
January 27, 1997
Patterson Energy, Inc.
4510 Lamesa Highway
Snyder, Texas 79549
Gentlemen:
We have acted as counsel to Patterson Energy, Inc., a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Act"), on Form S-3 (the "Registration Statement") of (i)
303,950 shares of the authorized but unissued shares of Common Stock, Par Value
$.01 per share (the "Common Stock") of the Company, including Preferred Stock
Purchase Rights (the "Rights") issuable pursuant to the Rights Agreement, dated
as of January 2, 1997, between the Company and Continental Stock Transfer &
Trust Company (the "Company Shares"), and (ii) 10,000 shares of the issued and
outstanding Common Stock of the Company held by the "Selling Stockholders," as
that term is defined in the Prospectus included as a part of the Registration
Statement (the "Selling Stockholders Shares"). (The Company Shares and the
Selling Stockholders Shares are collectively referred to herein as the
"Shares.")
In connection with this opinion, we have examined the Restated Certificate
of Incorporation of the Company. In addition, we have examined, and have relied
as to matters of fact upon, such other documents, corporate records and other
instruments, and have made such other and further investigations, as we have
deemed relevant and necessary as a basis for the opinion hereinafter set forth.
In our examinations, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, photostatic or
conformed copies and the authenticity of the original of all such latter
documents.
Based upon the foregoing, we are of the opinion that (i) the Company is
authorized to issue and to sell the Company Shares; and the Company Shares, when
issued, will be validly issued, fully paid and nonassessable and (ii) the
Selling Stockholders Shares have been validly issued and are fully paid and
nonassessable.
We hereby consent (i) to be named in the Registration Statement, and in the
Prospectus that constitutes a part thereof, as attorneys passing upon the
validity of the issuance of the Company Shares on behalf of the Company, and
(ii) to the filing of this opinion as an exhibit to the Registration Statement.
This opinion is to be used solely for the purpose of the registration of
the Shares and may not be used for any other purpose.
Very truly yours,
/s/ Baker & Hostetler LLP
BAKER & HOSTETLER LLP
/scb
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
on Form S-3 of our consent included in Amendment No. 2 to Form S-3 (Registration
No. 333-18123).
/s/ COOPERS & LYBRAND L.L.P.
Dallas, Texas
January 27, 1997
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our report dated May 16, 1996,
included in the Patterson Energy, Inc. Registration Statement (No. 333-18123) on
Form S-3 and to the incorporation by reference in this Registration Statement of
our report dated May 16, 1996, included in the Patterson Energy, Inc. Current
Report on Form 8-KA (Amendment No. 2) dated July 30, 1996, and to all references
to our firm included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
San Antonio, Texas
January 27, 1997
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT PETROLEUM ENGINEER
I hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 ("this Registration Statement") of Patterson Energy, Inc.
("Patterson") of certain information contained in the Prospectus constituting a
part of the Registration Statement on Form S-3 (File No. 333-18123) previously
filed by Patterson with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, which information is contained in my summary
reserve report dated December 16, 1996, relating to the oil and gas reserves and
revenues, as of December 31, 1993, 1994, 1995 and as of September 30, 1996, of
certain properties owned by Patterson and all references to me under the
headings "Prospectus Summary -- Summary Operating and Oil and Natural Gas Data,"
"Business and Properties -- Oil and Natural Gas Operations -- Oil and Natural
Gas Reserves" and "Experts" in the Prospectus constituting a part of this
Registration Statement, and further consent to me being named as an expert in
this Registration Statement.
/s/ M. BRIAN WALLACE
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M. BRIAN WALLACE, P.E.
Dallas, Texas
January 27, 1997
<PAGE> 1
EXHIBIT 99.1
CERTIFICATE OF
PATTERSON ENERGY, INC.
AS TO PAYMENT OF ADDITIONAL REGISTRATION FEE
Patterson Energy, Inc. (the "Registrant") hereby certifies to the
Securities and Exchange Commission that on January 27, 1997:
(i) The Registrant has instructed its bank to wire transfer to the
Securities and Exchange Commission the requisite filing fee of $2,926
in connection with its Registration Statement pursuant to Rule 462(b)
filed on January 27, 1997;
(ii) The Registrant will not revoke such instructions; and
(iii) The Registrant has sufficient funds in the account to which
the wire transfer will originate to cover the amount of the filing fee.
The Registrant hereby undertakes to confirm on January 28, 1997, that its
bank has received such instructions.
PATTERSON ENERGY, INC.
By: /s/ James C. Brown
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James C. Brown
Vice President - Finance
