<PAGE> 1
As filed with the Securities and Exchange Commission on September 11, 1997
Registration No. 33-_________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PATTERSON ENERGY, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
Delaware 75-2504748
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
4510 Lamesa Highway, Snyder, Texas 79549
(Address of Principal Executive Offices) (ZIP Code)
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PATTERSON ENERGY, INC. 1993 STOCK INCENTIVE PLAN, AS AMENDED (THE "PLAN")
(Full title of the plan)
CLOYCE A. TALBOTT
4510 LAMESA HIGHWAY
SNYDER, TEXAS 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 THOMAS H. MAXFIELD, ESQ.
VICE PRESIDENT--FINANCE BAKER & HOSTETLER LLP
4510 LAMESA HIGHWAY 303 EAST 17TH AVENUE, SUITE 1100
SNYDER, TEXAS 79549 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
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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 350,000 shares(2) $ 39.375 $ 13,781,250 $ 4,177
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(1) Determined in accordance with Rule 457(c) under the Securities Act of
1933, as amended.
(2) Represents the additional shares added to the Plan pursuant to an
amendment to the Plan approved by the stockholders of the Registrant
at the Annual Meeting of Stockholders held on July 1, 1997. The
number of shares stated gives effect to the 2-for-1 stock split
effected on July 25, 1997, to stockholders of record on July 11, 1997.
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EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 413 under
the Securities Act of 1933, as amended. The contents of Post Effective
Amendment No. 1 to Registration Statement on Form S-8 (No. 33-97972) filed by
Patterson Energy, Inc. with the Securities and Exchange Commission on July 17,
1997, is incorporated herein by reference pursuant to General Instruction E to
Registration Statement on Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents 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 July 30, 1996, as amended by
Form 8-K/A dated July 30, 1996, as further amended by Form
8-K/A dated July 30, 1996;
(d) Current Report on Form 8-K dated January 3, 1997;
(e) Current Report on Form 8-K dated January 7, 1997;
(f) Current Report on Form 8-K dated January 27, 1997;
(g) Current Report on Form 8-K dated May 7, 1997;
(h) Current Report on Form 8-K dated June 3, 1997;
(i) Current Report on Form 8-K dated June 12, 1997, as amended by
Form 8-K/A dated June 12, 1997;
(j) Current Report on Form 8-K dated July 1, 1997;
(k) Quarterly Report on Form 10-Q for the quarter ended June 30,
1997;
(l) Current Report on Form 8-K dated July 24, 1997;
(m) Current Report on Form 8-K dated August 5, 1997; and
(n) 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.
II-1
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Item 8. Exhibits.
The following exhibits are filed herewith:
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Exhibit Item 601 Cross
Number Reference Document as Form S-8 Exhibit
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<S> <C> <C>
4.1 4 Excerpt from Restated Certificate of Incorporation, as amended, of Patterson Energy, Inc.(1)
4.2 4 Rights Agreement dated as of January 2, 1997, between Patterson Energy, Inc. and Continental
Stock Transfer & Trust Company, as Rights Agent.(2)
5.1 5 Opinion of Baker & Hostetler LLP regarding legality of shares to be offered.
10.1 10 Patterson Energy, Inc. 1993 Stock Incentive Plan, as amended. (1)
15.1 15 Awareness Letter of Coopers & Lybrand L.L.P.
15.2 15 Awareness Letter of Davis, Kinard & Co., P.C.
23.1 23 Consent of Independent Accountants, Coopers & Lybrand L.L.P.
23.2 23 Consent of Independent Public Accountants, 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).
23.5 23 Consent of Independent Accountants, Davis, Kinard & Co., P.C.
</TABLE>
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(1) Filed as an Exhibit to Post-Effective Amendment No. 1 to Form S-8
(Registration No. 33-97972) filed with the Commission on July 17,
1997.
(2) Filed as an Exhibit to Form 8-A dated January 10, 1997.
II-2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Snyder, State of Texas, on the 11th day of
September, 1997.
PATTERSON ENERGY, INC.
By: /s/ A. GLENN PATTERSON
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A. Glenn Patterson, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed as of September 11, 1997, by the
following persons in the capacities indicated:
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<S> <C>
/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
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Kenneth E. Davis
Director
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Vincent A. Rossi, Jr.
/s/ JAMES C. BROWN Vice President--Finance, Secretary and
- ---------------------------------------------- Treasurer and Chief Financial Officer
James C. Brown
(Principal Accounting Officer)
</TABLE>
II-3
<PAGE> 6
EXHIBIT INDEX
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Exhibit Item 601 Cross
Number Reference Document as Form S-8 Exhibit
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<S> <C> <C>
4.1 4 Excerpt from Restated Certificate of Incorporation, as amended, of Patterson
Energy, Inc.(1)
4.2 4 Rights Agreement dated as of January 2, 1997, between Patterson Energy, Inc.
and Continental Stock Transfer & Trust Company, as Rights Agent. (2)
5.1 5 Opinion of Baker & Hostetler LLP regarding legality of shares to be offered.
10.1 10 Patterson Energy, Inc. 1993 Stock Incentive Plan, as amended. (1)
15.1 15 Awareness Letter of Coopers & Lybrand L.L.P.
15.2 15 Awareness Letter of Davis, Kinard & Co., P.C.
23.1 23 Consent of Independent Accountants, Coopers & Lybrand L.L.P.
23.2 23 Consent of Independent Public Accountants, 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).
23.5 23 Consent of Independent Accountants, Davis, Kinard & Co., P.C.
</TABLE>
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(1) Filed as an Exhibit to Post-Effective Amendment No. 1 to Form S-8
(Registration No. 33-97972) filed with the Commission on July
17,1997.
(2) Filed as an Exhibit to Form 8-A dated January 10, 1997.
<PAGE> 1
EXHIBIT 5.1
[BAKER & HOSTETLER LLP LETTERHEAD]
September 11, 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 a total 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 (the "Commission") under the Act are referred to herein as the
"Registration Statement." The 700,000 Shares includes 350,000 Shares covered
by Post-Effective Amendment No. 1 to Form S-8 Registration Statement filed by
the Company with the Commission on July 17,1997.
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
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EXHIBIT 15.1
September 11, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Patterson Energy, Inc.
Registration on Form S-8
We are aware that our report dated July 24, 1997, on our review of interim
financial information of Patterson Energy, Inc. for the period ended June 30,
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
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EXHIBIT 15.2
September 11, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
We are aware that our report dated July 7, 1997, on our review of interim
financial information of WES-TEX Drilling Company for the periods ended March
31, 1997 and 1996, included in Patterson Energy, Inc.'s Current Report on Form
8-K as amended, dated June 12, 1997, is incorporated by reference in Patterson
Energy, Inc.'s Registration Statement on Form S-8. 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
Sections 7 and 11 of that Act.
/s/ Davis, Kinard & Co., P.C.
DAVIS, KINARD & CO., P.C.
Abilene, Texas
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement of Patterson Energy, Inc. on Form S- 8 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
September 11, 1997
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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
September 11, 1997
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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
September 11, 1997
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EXHIBIT 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
Patterson Energy, Inc. on Form S-8 of our report dated July 7, 1997, on our
audits of the financial information of WES-TEX Drilling Company as of December
31, 1996 and 1995 and for each of the three years in the period ended December
31, 1996, which is included in Patterson Energy, Inc.'s Current Report on Form
8-K as amended, dated June 12, 1997.
/s/ Davis, Kinard & Co., P.C.
DAVIS, KINARD & CO., P.C.
Abilene, Texas
September 11, 1997
