<PAGE> 1
As filed with the Securities and Exchange Commission on July 17, 1997
Registration No. 33-97972
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
PATTERSON ENERGY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2504748
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
4510 LAMESA HIGHWAY, SNYDER, TEXAS 79549
(Address of Principal Executive Offices) (ZIP Code)
PATTERSON ENERGY, INC. 1993 STOCK INCENTIVE PLAN, AS AMENDED (THE "PLAN")
(Full title of the plan)
CLOYCE A. TALBOTT
4510 LAMESA HIGHWAY
SNYDER, TX 79549
(Name and address of agent for service)
(915) 573-1104
(Telephone number, including area code, of agent for service)
COPIES TO:
JAMES C. BROWN, VICE PRESIDENT--FINANCE THOMAS H. MAXFIELD, ESQ.
4510 LAMESA HIGHWAY BAKER & HOSTETLER LLP
SNYDER, TX 79549 303 EAST 17TH AVENUE, SUITE 1100
DENVER, COLORADO 80203
Approximate date of commencement of proposed sales to the public:
As soon as practicable after this Registration Statement becomes effective.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================
Proposed Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered price per share(1) price registration fee
------------------- ------------ ------------------ ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock 700,000(2) $24.4375 $17,106,250 $5,184(3)
===========================================================================================================
</TABLE>
(1) Determined in accordance with Rule 457(C) under the Securities Act of
1933, as amended.
(2) Gives effect to a two-for-one split of the Registrant's Common Stock
with a record date of July 11, 1997, and a distribution date of July
25, 1997.
(3) Of the amount stated, $830 was paid at the time of the initial filing
of the Registration Statement on October 10, 1995.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been filed by the Registrant with the
Securities and Exchange Commission and are hereby incorporated by reference
into this Registration Statement:
(a) Annual Report on Form 10-K for the year ended December 31,
1996;
(b) Quarterly Report on Form 10-Q for the quarter ended March 31,
1997;
(c) Current Report on Form 8-K dated January 3, 1997;
(d) Current Report on Form 8-K dated January 7, 1997;
(e) Current Report on Form 8-K dated January 27, 1997;
(f) Current Report on Form 8-K dated May 7, 1997;
(g) Current Report on Form 8-K dated June 3, 1997;
(h) Current Report on Form 8-K dated June 12, 1997; and
(i) Description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A, which became effective with
the Securities and Exchange Commission on November 2, 1993.
All documents filed by the Registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the
date of this Registration Statement and prior to the filing of a post-effective
amendment, which indicates all shares under the Plan have been sold or which
deregisters all shares then remaining unsold under the Plan, shall be deemed to
be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
The following subparagraphs briefly describe indemnification
provisions for directors, officers and controlling persons of the Registrant
against liability, including liability under the Securities Act of 1933:
1. Under provisions of the Restated Certificate of Incorporation, as
amended, of the Registrant, each person who is or was a director, officer or
controlling persons of the Registrant will be indemnified by the Registrant as
a matter of right to the extent permitted or authorized by law. The effects of
the Restated Certificate of Incorporation, as amended, and the Delaware General
Corporation Law may be summarized as follows:
II-1
<PAGE> 3
(a) Under Delaware law, to the extent that such a person is
successful on the merits in defense of a suit or proceeding brought
against him by reason of the fact that he is a director or officer of
the Registrant, he shall be indemnified against expenses (including
attorneys' fees) reasonably incurred in connection with such action;
(b) In other circumstances, a director or officer of the
Registrant may be indemnified against expenses (including attorneys'
fees) judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably
believed to be in and not opposed to the best interest of the
Registrant, and, with respect to a criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful; however, in
an action or suit by or in the right of the Registrant to procure a
judgment in its favor, such person will not be indemnified if he has
been adjudged to be liable to the Registrant unless and only to the
extent that the Delaware Court of Chancery or the court in which such
action or suit was brought determines upon application that, despite
the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity
for such expenses which the Court of Chancery or such other court
deems proper. A determination that indemnification of a director or
officer is proper will be made by a disinterested majority of the
Registrant's Board of Directors, by independent legal counsel, or by
the stockholders of the Registrant; and
(c) The Registrant's Restated Certificate of Incorporation, as
amended, contains a provision which eliminates, to the fullest extent
permitted by the Delaware General Corporation Law, the liability of
directors of the Registrant from monetary damages arising from any
breach of fiduciary duties as a member of the Registrant's Board of
Directors. This provision will not eliminate liability, for among
other matters, breaches of duty of loyalty, acts or omissions not in
good faith or knowing violations of law. In addition, this provision
will not eliminate or limit the liability of a director for any act or
omission occurring prior to the date of the Registrant's
reincorporation in the State of Delaware.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed herewith:
Exhibit Item 601 Cross
Number Reference Document as Form S-8 Exhibit
- ------ -------------- ----------------------------
4.1.1 4 Excerpt from Restated Certificate of Incorporation,
as amended, of Patterson Energy, Inc.
5.1.1 5 Opinion of Baker & Hostetler LLP regarding legality
of shares to be offered
10.1.1 10 Patterson Energy, Inc. 1993 Stock Incentive Plan,
as amended
15.1 15 Awareness Letter of Coopers & Lybrand L.L.P.
23.1 23 Consent of Independent Accountants
23.2 23 Consent of Independent Public Accountants
23.3 23 Consent of M. Brian Wallace, independent petroleum
engineer
23.4 23 Consent of Baker & Hostetler LLP (included in
Exhibit 5.1.1)
II-2
<PAGE> 4
Item 9. Undertakings.
1. The Registrant hereby undertakes:
(a) 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 Securities Act of 1933;
(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 (1)(a)(i) and
(1)(a)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in this
Registration Statement.
(b) That, for the purposes of determining any liability
under the Securities Act of 1933, 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.
(c) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(d) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this
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.
2. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "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 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 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 Act and will be governed by the final adjudication of such
issue.
II-3
<PAGE> 5
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
Post-Effective Amendment No. 1 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Snyder, State of Texas on the 17th day of July, 1997.
PATTERSON ENERGY, INC.
By: /s/ A. Glenn Patterson
------------------------------------
A. Glenn Patterson, President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed as
of July 17, 1997, by the following persons in the capacities indicated:
/s/ Cloyce A. Talbott Chairman of the Board and Chief
- ------------------------------ Executive Officer
Cloyce A. Talbott
(Principal Executive Officer)
/s/ A. Glenn Patterson Director, President and Chief
- ------------------------------ Operating Officer
A. Glenn Patterson
/s/ Robert C. Gist Director
- ------------------------------
Robert C. Gist
Director
- ------------------------------
Kenneth E. Davis
Director
- ------------------------------
Vincent A. Rossi, Jr.
/s/ James C. Brown Vice President--Finance, Secretary
- ------------------------------ and Treasurer and Chief Financial
James C. Brown Officer
(Principal Accounting Officer)
II-4
<PAGE> 6
EXHIBIT INDEX
Exhibit Item 601 Cross
Number Reference Document as Form S-8 Exhibit
- ------ -------------- ----------------------------
4.1.1 4 Excerpt from Restated Certificate of Incorporation,
as amended, of Patterson Energy, Inc.
5.1.1 5 Opinion of Baker & Hostetler LLP regarding legality
of shares to be offered
10.1.1 10 Patterson Energy, Inc. 1993 Stock Incentive Plan,
as amended
15.1 15 Awareness Letter of Coopers & Lybrand L.L.P.
23.1 23 Consent of Independent Accountants
23.2 23 Consent of Independent Public Accountants
23.3 23 Consent of M. Brian Wallace, independent petroleum
engineer
23.4 23 Consent of Baker & Hostetler LLP (included in
Exhibit 5.1.1)
<PAGE> 1
EXHIBIT 4.1.1
EXCERPT FROM RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED,
OF PATTERSON ENERGY, INC.
"Section 2. COMMON STOCK
2.1 Issuance, Consideration, and Terms. Any unissued shares of the
Common stock may be issued from time to time for such consideration, having a
value of not less than the par value thereof, as may be fixed from time to time
by the Board of Directors. Any treasury shares may be disposed of for such
consideration as may be determined from time to time by the Board of Directors.
The Common Stock shall be subject to the express terms of the Preferred Stock
and any series thereof. Each share of Common Stock shall be of equal rank and
shall be identical to every other share of Common Stock. Holders of Common
Stock shall have rights as are provided herein and by law.
2.2 Voting Rights. Except as expressly required by law or as
provided in or fixed and determined pursuant to Section 1 of this Article
FOURTH, the entire voting power and all voting rights shall be vested
exclusively in the Common Stock. Each holder of shares of Common Stock shall be
entitled to one (1) vote for each share standing in such holder's name on the
books of the Corporation.
2.3 Dividends. Subject to Section 1 of this Article FOURTH, the
holders of Common Stock shall be entitled to receive, and shall share equally
share for share, when and as declared by the Board of Directors, out of the
assets of the Corporation which are by law available therefor, dividends or
distributions payable in cash, in property or in securities of the
Corporation."
<PAGE> 1
EXHIBIT 5.1.1
[BAKER & HOSTETLER LLP LETTERHEAD]
July 17, 1997
Patterson Energy, Inc.
4510 Lamesa Highway
Snyder, Texas 79549
Gentlemen:
We have acted as counsel for Patterson Energy, Inc. (the
"Company") in connection with the registration under the Securities Act of 1933
(the "Act") on Form S-8 of 700,000 shares of the Company's Common Stock, $0.01
Par Value (the "Shares") covered by the Patterson Energy, Inc. 1993 Stock
Incentive Plan, as amended (the "Plan"). The Registration Statement on Form S-8
and exhibits thereto filed with the Securities and Exchange Commission under
the Act are referred to herein as the "Registration Statement."
We have examined the Restated Certificate of Incorporation, as
amended, the Bylaws and the Minutes of the Board of Directors of the Company,
the applicable laws of the State of Delaware and a copy of the Registration
Statement.
Based on the foregoing, and having regard for such legal
considerations as we deem relevant, we are of the opinion that the Company is
authorized to issue and to sell the Shares; and the Shares, when issued
pursuant to the terms of the Plan will be fully paid and nonassessable.
We hereby consent to the use of this opinion as a part of the
Registration Statement.
Very truly yours,
/s/ Baker & Hostetler LLP
BAKER & HOSTETLER LLP
<PAGE> 1
EXHIBIT 10.1.1
PATTERSON ENERGY, INC.,
1993 STOCK INCENTIVE PLAN, AS AMENDED
1. General. This Stock Incentive Plan, as amended (the "Plan")
provides eligible employees of Patterson Energy, Inc., (the "Company") with the
opportunity to acquire or expand their equity interest in the Company by making
available for award or purchase Common Shares, without par value, of the
Company ("Common Shares"), through the granting of nontransferable options to
purchase Common Shares ("Stock Options") and the granting of Common Shares
subject to temporal restrictions on transfer and substantial risks of
forfeiture ("Restricted Stock"). Stock Options and Restricted Stock shall be
collectively referred to herein as "Grants"; an individual grant of Stock
Options or Restricted Stock shall be individually referred to herein as a
"Grant." It is intended that key employees may be granted, simultaneously or
from time to time, Stock Options that qualify as incentive stock options
("Incentive Stock Options") under Section 422 of the Internal Revenue Code of
1986, as amended (the "Code") or Stock Options that do not so qualify ("Non-
qualified Stock Options"). No provision of the Plan is intended or shall be
construed to grant employees alternative rights in any Incentive Stock Option
granted under the Plan so as to prevent such Option from qualifying under
Section 422 of the Code.
2. Purpose of the Plan. The purpose of the Plan is to provide
continuing incentives to key employees of the Company and of any subsidiary
corporation of the Company, by encouraging such key employees to acquire new or
additional share ownership in the Company, thereby increasing their proprietary
interest in the Company's business and enhancing their personal interest in the
Company's success.
For purposes of the Plan, a "subsidiary corporation" consists of any
corporation at least fifty percent (50%) of the stock of which is directly or
indirectly owned or controlled by the Company.
3. Effective Date of the Plan. The Plan shall become effective
upon its adoption by the Board of Directors, subject to approval by holders of
a majority of the outstanding shares of voting capital stock of the Company. If
the Plan is not so approved within twelve (12) months after the date the Plan
is adopted by the Board of Directors, the Plan and any Grants made hereunder
shall be null and void. However, if the Plan is so approved, no further
shareholder approval shall be required with respect to the making of Grants
pursuant to the Plan, except as provided in Section 11 hereof.
4. Administration of the Plan. The Plan shall be administered by
the Compensation Committee of the Board of Directors of the Company, or by any
other committee selected by such Board of Directors by majority vote and
composed of no fewer than two (2) members of such Board of Directors (the
"Committee"). No person shall be appointed to the Committee who, during the
one-year period immediately preceding such person's appointment to the
Committee, has received any Grants under the Plan or any similar stock option
or stock incentive plan, other than a formula-based plan, maintained by the
Company or any subsidiary corporation. A member of the Committee shall not be
eligible to participate in this Plan while serving on the Committee.
A majority of the Committee shall constitute a quorum. The acts of a
majority of the members present at any meeting at which a quorum is present (or
acts unanimously approved in writing by the members of the Committee) shall
constitute binding acts of the Committee.
Subject to the terms and conditions of the Plan, the Committee shall be
authorized and empowered:
(a) To select the key employees to whom Grants may be made;
(b) To determine the number of Common Shares to be covered by any
Grant;
(c) To prescribe the terms and conditions of any Grants made under
the Plan, and the form(s) and agreement(s) used in connection
with such Grants, which shall include agreements governing the
granting of Restricted Stock and/or Stock Options;
(d) To determine the time or times when Stock Options will be
granted and when they will terminate in whole or in part;
<PAGE> 2
(e) To determine the time or times when Stock Options that are
granted may be exercised;
(f) To determine, at the time a Stock Option is granted under the
Plan, whether such Option is an Incentive Stock Option entitled
to the benefits of Section 422 of the Code; and
(g) To establish any other Stock Option agreement provisions not
inconsistent with the terms and conditions of the Plan or,
where the Stock Option is an Incentive Stock Option, with the
terms and conditions of Section 422 of the Code; and
5. Employees Eligible for Grants. Grants may be made from time to
time to those key employees of the Company or a subsidiary corporation, who are
designated by the Committee in its sole and exclusive discretion. Key employees
may include, but shall not necessarily be limited to, members of the Board of
Directors (excluding members of the Committee), and officers, of the Company
and any subsidiary corporation; however, Stock Options intended to qualify as
Incentive Stock Options shall only be granted to key employees while actually
employed by the Company or a subsidiary corporation. The Committee may grant
more than one Stock Option to the same key employee. No Stock Option shall be
granted to any key employee during any period of time when such key employee is
on a leave of absence.
6. Shares Subject to the Plan. The shares to be issued pursuant to
any Grant made under the Plan shall be Common Shares. Either Common Shares held
as treasury stock, or authorized and unissued Common Shares, or both, may be so
issued, in such amount or amounts within the maximum limits of the Plan as the
Board of Directors shall from time to time determine.
Subject to the provisions of the next succeeding paragraph of this
Section 6 and the provisions of Section 7(h), the aggregate number of Common
Shares that can be actually issued under the Plan (exclusive of Restricted
Stock forfeited under the Plan before the holder thereof received any benefits
of ownership, such as dividends) shall be seven hundred thousand (700,000)
Common Shares. [The foregoing stated number of Common Shares gives effect to a
two-for-one split of the shares, with a record date of July 11, 1997, and a
distribution date of July 25, 1997.]
If, at any time subsequent to the date of adoption of the Plan by the
Board of Directors, the number of Common Shares are increased or decreased, or
changed into or exchanged for a different number or kind of shares of stock or
other securities of the Company or of another corporation (whether as a result
of a stock split, stock dividend, combination or exchange of shares, exchange
for other securities, reclassification, reorganization, redesignation, merger,
consolidation, recapitalization or otherwise): (i) there shall automatically be
substituted for each Common Share subject to an unexercised Stock Option (in
whole or in part) granted under the Plan, the number and kind of shares of
stock or other securities into which each outstanding Common Share shall be
changed or for which each such Common Share shall be exchanged; (ii) the option
price per Common Share or unit of securities shall be increased or decreased
proportionately so that the aggregate purchase price for the securities subject
to a Stock Option shall remain the same as immediately prior to such event; and
(iii) any outstanding Restricted Stock that is converted, exchanged or
otherwise changed into a different number or kind of stock or security, shall
continue to be subject to any and all terms, conditions and restrictions
originally applicable to such Restricted Stock. In addition to the foregoing,
the Committee shall be entitled in the event of any such increase, decrease or
exchange of Common Shares to make other adjustments to the securities subject
to a Stock Option, the provisions of the Plan, and to any related Stock Option
agreements (including adjustments which may provide for the elimination of
fractional shares), where necessary to preserve the terms and conditions of any
Grants hereunder.
7. Stock Option Provisions.
(a) General. The Committee may grant to key employees (also
referred to as "optionees") nontransferable Stock Options that either qualify
as Incentive Stock Options under Section 422 of the Code or do not so qualify.
However, any Stock Option which is an Incentive Stock Option shall only be
granted within ten (10) years from the earlier of (i) the date this Plan is
adopted by the Board of Directors of the Company; or (ii) the date this Plan is
approved by the shareholders of the Company.
2
<PAGE> 3
(b) Stock Option Price. The option price per Common Share which may
be purchased under an Incentive Stock Option under the Plan shall be determined
by the Committee at the time of Grant, but shall not be less than one hundred
percent (100%) of the fair market value of a Common Share, determined as of the
date such Option is granted; however, if a key employee to whom an Incentive
Stock Option is granted is, at the time of the grant of such Option, an
"owner," as defined in Section 422(b)(6) of the Code (modified as provided in
Section 424(d) of the Code) of more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or any subsidiary
corporation (a "Substantial Shareholder"), the price per Common Share of such
Option, as determined by the Committee, shall not be less than one hundred ten
percent (110%) of the fair market value of a Common Share on the date such
Option is granted. The option price per Common Share under each Stock Option
granted pursuant to the Plan which is not an Incentive Stock Option shall be
determined by the Committee at the time of Grant, but shall not be less than
85% of the market value of the Common Stock at the time of Grant. Except as
specifically provided above, the fair market value of a Common Share shall be
determined in accordance with procedures to be established by the Committee.
The day on which the Committee approves the granting of a Stock Option shall be
considered the date on which such Option is granted.
(c) Period of Stock Option. The Committee shall determine when each
Stock Option is to expire. However, no Stock Option shall be exercisable for a
period of more than ten (10) years from the date upon which such Option is
granted. Further, no Incentive Stock Option granted to an employee who is a
Substantial Shareholder at the time of the grant of such Option shall be
exercisable after the expiration of five (5) years from the date of grant of
such Option.
(d) Limitation on Exercise and Transfer of Stock Options. Only the
key employee to whom a Stock Option is granted may exercise such Option, except
where a guardian or other legal representative has been duly appointed for such
employee, and except as otherwise provided in the case of such employee's
death. No Stock Option granted hereunder shall be transferable by an optionee
other than by will or the laws of descent and distribution. No Stock Option
granted hereunder may be pledged or hypothecated, nor shall any such Option be
subject to execution, attachment or similar process.
(e) Employment, Holding Period Requirements For Certain Options.
The Committee may condition any Stock Option granted hereunder upon the
continued employment of the optionee by the Company or by a subsidiary
corporation, and may make any such Stock Option immediately exercisable.
However, the Committee will require that, from and after the date of grant of
any Incentive Stock Option granted hereunder until the day three (3) months
prior to the date such Option is exercised, such optionee must be an employee
of the Company or of a subsidiary corporation, but always subject to the right
of the Company or any such subsidiary corporation to terminate such optionee's
employment during such period. Each Stock Option shall be subject to such
additional restrictions as to the time and method of exercise as shall be
prescribed by the Committee. Upon completion of such requirements, if any, a
Stock Option or the appropriate portion thereof may be exercised in whole or in
part from time to time during the option period; however, such exercise
right(s) shall be limited to whole shares.
(f) Payment for Stock Option Price. A Stock Option shall be
exercised by an optionee giving written notice to the Company of his intention
to exercise the same, accompanied by full payment of the purchase price in cash
or by check, or, with the consent of the Committee, in whole or in part with a
promissory note or with a surrender of Common Shares having a fair market value
on the date of exercise equal to that portion of the purchase price for which
payment in cash or check is not made. The Committee may, in its sole
discretion, approve other methods of exercise for a Stock Option or payment of
the option price, provided that no such method shall cause any option granted
under the Plan as an Incentive Stock Option to not qualify under Section 422 of
the Code, or cause any Common Share issued in connection with the exercise of
an option not to be a fully paid and non-assessable Common Share.
(g) Certain Reissuances of Stock Options. To the extent Common
Shares are surrendered by an optionee in connection with the exercise of a
Stock Option in accordance with Section 7(f), the Committee may in its sole
discretion grant new Stock Options to such optionee (to the extent Common
Shares remain available for Grants), subject to the following terms and
conditions:
3
<PAGE> 4
(i) The number of Common Shares shall be equal to the
number of Common Shares being surrendered by the
optionee;
(ii) The option price per Common Share shall be equal to
the fair market value of Common Shares, determined on
the date of exercise of the Stock Options whose
exercise caused such Grant; and
(iii) The terms and conditions of such Stock Options shall
in all other respects replicate such terms and
conditions of the Stock Options whose exercise caused
such Grant, except to the extent such terms and
conditions are determined to not be wholly consistent
with the general provisions of this Section 7, or in
conflict with the remaining provisions of this Plan.
(h) Cancellation and Replacement of Stock Options and Related
Rights. The Committee may at any time or from time to time permit the voluntary
surrender by an optionee who is the holder of any outstanding Stock Options
under the Plan, where such surrender is conditioned upon the granting to such
optionee of new Stock Options for such number of shares as the Committee shall
determine, or may require such a voluntary surrender as a condition precedent
to the grant of new Stock Options. The Committee shall determine the terms and
conditions of new Stock Options, including the prices at and periods during
which they may be exercised, in accordance with the provisions of this Plan,
all or any of which may differ from the terms and conditions of the Stock
Options surrendered. Any such new Stock Options shall be subject to all the
relevant provisions of this Plan. The Common Shares subject to any Stock Option
so surrendered, shall no longer be charged against the limitation provided in
Section 6 of this Plan and may again become shares subject to the Plan. The
granting of new Stock Options in connection with the surrender of outstanding
Stock Options under this Plan shall be considered for the purposes of the Plan
as the granting of new Stock Options and not an alteration, amendment or
modification of the Plan or of the Stock Options being surrendered.
(i) Limitation on Exercisable Incentive Stock Options. The
aggregate fair market value of the Common Shares first becoming subject to
exercise as Incentive Stock Options by a key employee during any given calendar
year shall not exceed the sum of One Hundred Thousand Dollars ($100,000). Such
aggregate fair market value shall be determined as of the date such Option is
granted, taking into account, in the order in which granted, any other
incentive stock options granted by the Company, or by a parent or subsidiary
thereof.
8. Restricted Stock.
(a) Grant. The Committee shall determine the key employees to
whom, and the time or times at which, Grants of Restricted Stock will be made,
the number of shares of Restricted Stock to be granted, the price (if any) to
be paid by such key employees (subject to Section 8(b)), the time or times
within which such Restricted Stock grants may be subject to forfeiture, and the
other terms and conditions of the grants in addition to those set forth in
Section 8(b). The Committee may condition the grant of Restricted Stock upon
the attainment of specified vesting schedules, employment requirements or
performance goals or such other factors as the Committee may determine in its
sole discretion.
(b) Terms and Conditions. Restricted Stock granted under the Plan
shall contain any terms and conditions, not inconsistent with the provisions of
the Plan, which are deemed desirable by the Committee. A key employee who
receives a grant of Restricted Stock shall not have any rights with respect to
such Grant, unless and until such key employee has executed an agreement
evidencing such Grant in the form approved from time to time by the Committee,
has delivered a fully executed copy thereof to the Company, and has otherwise
complied with the applicable terms and conditions of such Grant. In addition,
Restricted Stock granted under the Plan shall be subject to the following terms
and conditions:
(i) The purchase price for Common Shares consisting of
Restricted Stock, if any, will be specified by the
Committee.
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(ii) Grants of Restricted Stock shall only be accepted by
executing a Restricted Stock agreement and paying, in
cash or by check, whatever price (if any) is required
under Section 8(b)(I).
(iii) Each key employee granted Restricted Stock shall be
issued a stock certificate in respect of such shares
of Restricted Stock. Such certificate shall be
registered in the name of such key employee, and
shall bear an appropriate legend referring to the
terms, conditions, and restrictions applicable to
such Grant.
(iv) Any stock certificates evidencing Common Shares
consisting of Restricted Stock shall either (A) be
held in custody by the Company until the employment
and other restrictions thereon shall all have lapsed;
or (B) be affixed with a legend, identifying such
Shares as Restricted Stock and expressly prohibiting
the sale, transfer, tender, pledge, assignment or
encumbrance of such Shares, as the Committee shall
determine. With respect to any Restricted Stock held
in custody by the Company, the key employee granted
such Restricted Stock shall deliver to the Company a
stock power, endorsed in blank, relating to the
Common Shares represented by such Stock. With respect
to any Restricted Stock held by a key employee under
legend, the key employee granted such Restricted
Stock shall deliver to the Company an acknowledgment
that such Stock remains subject to a substantial risk
of forfeiture in the event of termination of
employment under certain circumstances, and that the
certificates representing ownership of such Stock
will be surrendered to the Company immediately upon
any such termination of employment.
(v) Subject to the provisions of the Plan and the
Restricted Stock agreement, during a temporal period
set by the Committee and commencing with the date of
such Grant (the "Restriction Period"), a key employee
shall not be permitted to sell, transfer, tender,
pledge, assign or otherwise encumber any Restricted
Stock granted under the Plan. However, the Committee,
in its sole discretion, may provide for the lapse of
such transfer or other restrictions in installments,
or accelerate or waive such restrictions in whole or
in part, based on service, performance or other
factors and criteria selected by the Committee.
(vi) Except as provided in this Section 8(b)(vi) and
Section 8(b)(v), a key employee shall have, with
respect to shares of Restricted Stock granted to him,
all of the rights of a shareholder of the Company,
including the right to vote such Stock and the right
to receive any dividends thereon. The Committee, in
its sole discretion and as determined at the time of
a Grant of Restricted Stock, may permit or require
cash dividends otherwise due and payable to be
deferred and, if the Committee so determines,
reinvested either in additional Restricted Stock (to
the extent Common Shares are available), or
otherwise. Stock dividends issued with respect to
Restricted Stock shall be treated as additional
shares of Restricted Stock. As Restricted Stock, such
additional Common Shares will be subject to the same
restrictions, terms and conditions applicable to the
Restricted Stock with respect to which such
additional Common Shares were issued.
(vii) No Restricted Stock shall be transferable by a key
employee other than by will or by the laws of descent
and distribution.
(viii) In the event Restricted Stock is forfeited by a key
employee, the Company will refund to such key
employee any payment(s) made by such key employee to
purchase such Stock, promptly upon such forfeiture
(and any corresponding surrender of stock
certificates).
(c) Minimum Value Provisions. To ensure that Grants of Restricted
Stock actually reflect the performance of the Company and service of the key
employee, the Committee may provide, in its sole discretion, for a tandem
performance-based award, or other grant, designed to guarantee a minimum value,
payable in cash or Common Shares, to the recipient of a Restricted Stock Grant,
subject to such performance, future service, deferral and other terms and
conditions as may be specified by the Committee.
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<PAGE> 6
9. Termination of Employment. If a key employee ceases to be an
employee of the Company and every subsidiary corporation, for a reason other
than death, retirement, or permanent and total disability, his Grants shall,
unless extended by the Committee on or before his date of termination of
employment, terminate on the effective date of such termination of employment.
Neither the key employee nor any other person shall have any right after such
date to exercise all or any part of his Stock Options, and all Restricted Stock
which is not vested or otherwise subject to restriction shall thereupon be
forfeited, and/or declared void and without value.
If termination of employment is due to death or permanent and total
disability, then outstanding Stock Options may be exercised within the one (1)
year period ending on the anniversary of such death or permanent and total
disability. In the case of death, such outstanding Stock Options shall be
exercised by such key employee's estate, or the person designated by such key
employee by will, or as otherwise designated by the laws of descent and
distribution. Notwithstanding the foregoing, in no event shall any Stock
Option be exercisable after the expiration of the option period, and in the
case of exercises made after a key employee's death, not to any greater extent
than the key employee would have been entitled to exercise such Option at the
time of his death. Restricted Stock held by a key employee whose employment by
the Company or any subsidiary corporation terminates by reason of death shall
thereupon vest and all restrictions and risks of forfeiture thereon shall
thereupon lapse.
Subject to the discretion of the Committee, in the event a key
employee terminates employment with the Company and all subsidiary corporations
because of normal or early retirement, or, in the case of Restricted Stock,
permanent and total disability, (a) any then-outstanding Stock Options held by
such key employee shall lapse at the earlier of the end of the term of such
Stock Option or three (3) months after such retirement or permanent and total
disability; and (b) any Restricted Stock held by such key employee shall
thereafter vest and any applicable restrictions shall lapse, to the extent such
Restricted Stock would have become vested or no longer subject to restriction
within one year from the time of termination had the key employee continued to
fulfill all of the conditions of the Restricted Stock during such period (or on
such accelerated basis as the Committee may determine at or after date of
Grant).
In the event an employee of the Company or one of its subsidiary
corporations is granted a leave of absence by the Company or such subsidiary
corporation to enter military service or because of sickness, his employment
with the Company or such subsidiary corporation shall not be considered
terminated, and he shall be deemed an employee of the Company or such
subsidiary corporation during such leave of absence or any extension thereof
granted by the Company or such subsidiary corporation.
10. Change of Control. Upon the occurrence of a Change of Control
(as defined below), notwithstanding any other provisions hereof or of any
agreement to the contrary, all Stock Options granted under this Plan shall
become immediately exercisable in full and all Restricted Stock grants shall
become immediately vested and any applicable restrictions shall lapse.
For purposes of this Plan, a Change of Control shall be deemed to have
occurred if: (i) a tender offer shall be made and consummated for the ownership
of 25% or more of the outstanding voting securities of the Company; (ii) the
Company shall be merged or consolidated with another corporation and, as a
result of such merger or consolidation, less than 75% of the outstanding voting
securities of the surviving or resulting corporation shall be owned in the
aggregate by the former shareholders of the Company as the same shall have
existed immediately prior to such merger or consolidation; or (iii) the Company
shall sell substantially all of its assets to another corporation which is not
a wholly owned subsidiary; or (iv) a person, within the meaning of Section
3(a)(9) or of Section 13(d)(3) (as in effect on the date hereof) of the
Exchange Act, shall acquire, other than by reason of inheritance, twenty-five
percent (25%) or more of the outstanding voting securities of the Company
(whether directly, indirectly, beneficially or of record). In making any such
determination, transfers made by a person to an affiliate of such person (as
determined by the Board of Directors of the Company), whether by gift, devise
or otherwise, shall not be taken into account. For purposes of this Plan,
ownership of voting securities shall take into account and shall include
ownership as determined by applying the provisions of Rule 13d-3(d)(1)(I) as in
effect on the date hereof pursuant to the Exchange Act.
Notwithstanding the provisions of subparagraph (iv) of this Section
10, "person" as used in that subparagraph shall not include any holder who was
the beneficial owner of more than ten percent (10%) of the voting securities of
the company on the date the Plan was adopted by the Board of Directors.
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<PAGE> 7
11. Amendments to Plan. The Committee is authorized to interpret
this Plan and from time to time adopt any rules and regulations for carrying
out this Plan that it may deem advisable. Subject to the approval of the Board
of Directors of the Company, the Committee may at any time amend, modify,
suspend or terminate this Plan. In no event, however, without the approval of
shareholders, shall any action of the Committee or the Board of Directors
result in:
(a) Materially amending, modifying or altering the eligibility
requirements provided in Section 5 hereof;
(b) Materially increasing, except as provided in Section 6 hereof,
the maximum number of shares subject to Grants; or
(c) Materially increasing the benefits accruing to participants
under this Plan;
except to conform this Plan and any agreements made hereunder to changes in the
Code or governing law.
12. Investment Representation, Approvals and Listing. The
Committee may, if it deems appropriate, condition its grant of any Stock Option
hereunder upon receipt of the following investment representation from the
optionee:
"I agree that any Common Shares of Patterson Energy, Inc.,
which I may acquire by virtue of this Stock Option shall be acquired
for investment purposes only and not with a view to distribution or
resale, and may not be transferred, sold, assigned, pledged,
hypothecated or otherwise disposed of by me unless (i) a registration
statement or post-effective amendment to a registration statement
under the Securities Act of 1933, as amended, with respect to said
Common Shares has become effective so as to permit the sale or other
disposition of said shares by me; or (ii) there is presented to
Patterson Energy, Inc., an opinion of counsel satisfactory to
Patterson Energy, Inc., to the effect that the sale or other proposed
disposition of said Common Shares by me may lawfully be made otherwise
than pursuant to an effective registration statement or post-effective
amendment to a registration statement relating to the said shares
under the Securities Act of 1933, as amended."
The Company shall not be required to issue any certificate or
certificates for Common Shares upon the exercise of any Stock Option granted
under this Plan prior to (i) the obtaining of any approval from any
governmental agency which the Committee shall, in its sole discretion,
determine to be necessary or advisable; (ii) the admission of such shares to
listing on any national securities exchange on which the Common Shares may be
listed; (iii) the completion of any registration or other qualifications of the
Common Shares under any state or federal law or ruling or regulations of any
governmental body which the Committee shall, in its sole discretion, determine
to be necessary or advisable or the determination by the Committee, in its sole
discretion, that any registration or other qualification of the Common Shares
is not necessary or advisable; and (iv) the obtaining of an investment
representation from the optionee in the form stated above or in such other form
as the Committee, in its sole discretion, shall determine to be adequate.
13. General Provisions. The form and substance of Stock Option
agreements and Restricted Stock agreements made hereunder, whether granted at
the same or different times, need not be identical. Nothing in this Plan or in
any agreement shall confer upon any employee any right to continue in the
employ of the Company or any of its subsidiary corporations, to be entitled to
any remuneration or benefits not set forth in this Plan or such Grant, or to
interfere with or limit the right of the Company or any subsidiary corporation
to terminate his employment at any time, with or without cause. Nothing
contained in this Plan or in any Stock Option agreement shall be construed as
entitling any optionee to any rights of a shareholder as a result of the grant
of a Stock Option, until such time as Common Shares are actually issued to such
optionee pursuant to the exercise of such Option. This Plan may be assumed by
the successors and assigns of the Company. The liability of the Company under
this Plan and any sale made hereunder is limited to the obligations set forth
herein with respect to such sale and no term or provision of this Plan shall be
construed to impose any liability on the Company in favor of any employee with
respect to any loss, cost or expense which the employee may incur in connection
with or arising out of any transaction in connection with this Plan. The cash
proceeds received by the Company from the issuance of Common Shares pursuant to
this Plan will be used for general corporate purposes. The expense of
administering this Plan shall be borne by the Company. The
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<PAGE> 8
captions and section numbers appearing in this Plan are inserted only as a
matter of convenience. They do not define, limit, construe or describe the
scope or intent of the provisions of this Plan.
14. Termination of This Plan. This Plan shall terminate on August
23, 2003, and thereafter no Stock Options or Restricted Stock shall be granted
hereunder. All Stock Options and Restricted Stock outstanding at the time of
termination of this Plan shall continue in full force and effect according to
their terms and the terms and conditions of this Plan.
8
<PAGE> 1
EXHIBIT 15.1
July 17, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Patterson Energy, Inc.
Post Effective Amendment No. 1 to Form S-8 Registration Statement
We are aware that our report dated April 30, 1997 on our review of interim
financial information of Patterson Energy, Inc. for the period ended March 31,
1997 and included in the Company's Quarterly Report on Form 10-Q for the
quarter then ended is incorporated by reference in this registration statement.
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.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Dallas, Texas
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Post Effective
Amendment No. 1 to Form S-8 Registration Statement of Patterson Energy, Inc.,
of our report dated March 10, 1997, on our audits of the consolidated financial
statements of Patterson Energy, Inc. as of December 31, 1995 and 1996 and for
each of the three years in the period ended December 31, 1996, which is
included in Patterson Energy, Inc.'s Annual Report on Form 10-K for the fiscal
year ended December 31, 1996.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Dallas, Texas
July 17, 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., Annual Report on Form 10-K for the year
ended December 31, 1996, and to all references to our firm included in this
Registration Statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
San Antonio, Texas
July 17, 1997
<PAGE> 1
EXHIBIT 23.3
CONSENT OF M. BRIAN WALLACE, INDEPENDENT PETROLEUM ENGINEER
I hereby consent to the incorporation by reference in this
registration statement of Patterson Energy, Inc. on Form S-8 of certain
information contained in Patterson Energy, Inc.'s Annual Report on Form 10-K
for the fiscal year ended December 31, 1996, which information is contained in
my summary reserve report dated February 5, 1997, relating to the oil and
natural gas reserves and revenues as of December 31, 1994, 1995 and 1996 of
certain properties owned by Patterson Energy, Inc. as of December 31, 1996.
/s/ M. Brian Wallace
M. Brian Wallace, P.E.
Dallas, Texas
July 17, 1997
