<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2 TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
UTI ENERGY CORP.
- -------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
- -------------------------------------------------------------------------------
(Title of Class of Securities)
903387 10 8
- -------------------------------------------------------------------------------
(CUSIP Number)
C/O REMY CAPITAL PARTNERS III, L.P.
1801 CENTURY PARK EAST, LOS ANGELES, CALIFORNIA 90067, (310) 843-0050
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
FEBRUARY 13, 1997
JULY 27, 1997
- -------------------------------------------------------------------------------
(Date of Events which Require Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 11 Pages
<PAGE> 2
- --------------------- -----------------
CUSIP NO. 903387 10 8 13 D Page 2 of 11 Pages
- --------------------- -----------------
- -------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
1
Remy Capital Partners III, L.P.
- -------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
2
(b) [ ]
- -------------------------------------------------------------------------------
SEC USE ONLY
3
- -------------------------------------------------------------------------------
SOURCE OF FUNDS
4 00
- -------------------------------------------------------------------------------
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
5
N/A [ ]
- -------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- -------------------------------------------------------------------------------
SOLE VOTING POWER
7
1,794,550 shares
NUMBER OF -------------------------------------------------
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED -0-
BY EACH -------------------------------------------------
REPORTING SOLE DISPOSITIVE POWER
PERSON
WITH 9 1,794,550 shares
-------------------------------------------------
SHARED DISPOSITIVE POWER
10 -0-
- -------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
11
1,794,550 shares
- -------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
12
[ ]
N/A
- -------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 43.9%
- -------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14 PN
- -------------------------------------------------------------------------------
Page 2 of 11 Pages
<PAGE> 3
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CUSIP NO. 903387 10 8 13 D Page 3 of 11 Pages
- --------------------- -----------------
- -------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
1
Remy Investors and Consultants, Inc.
- -------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
2
(b) [ ]
- -------------------------------------------------------------------------------
SEC USE ONLY
3
- -------------------------------------------------------------------------------
SOURCE OF FUNDS
4 00
- -------------------------------------------------------------------------------
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
5
N/A [ ]
- -------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
California
- -------------------------------------------------------------------------------
SOLE VOTING POWER
7
1,849,550 shares
NUMBER OF -------------------------------------------------
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED -0-
BY EACH -------------------------------------------------
REPORTING SOLE DISPOSITIVE POWER
PERSON
WITH 9 1,849,550 shares
-------------------------------------------------
SHARED DISPOSITIVE POWER
10 -0-
- -------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
11
1,849,550 shares
- -------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
12
[ ]
N/A
- -------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 44.6%
- -------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14 CO
- -------------------------------------------------------------------------------
Page 3 of 11 Pages
<PAGE> 4
- --------------------- -----------------
CUSIP NO. 903387 10 8 13 D Page 4 of 11 Pages
- --------------------- -----------------
- -------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
1
Mark S. Siegel
- -------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
2
(b) [ ]
- -------------------------------------------------------------------------------
SEC USE ONLY
3
- -------------------------------------------------------------------------------
SOURCE OF FUNDS
4 00
- -------------------------------------------------------------------------------
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
5
N/A [ ]
- -------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
- -------------------------------------------------------------------------------
SOLE VOTING POWER
7
1,949,550 shares
NUMBER OF -------------------------------------------------
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED -0-
BY EACH -------------------------------------------------
REPORTING SOLE DISPOSITIVE POWER
PERSON
WITH 9 1,949,550 shares
-------------------------------------------------
SHARED DISPOSITIVE POWER
10 -0-
- -------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
11
1,949,550 shares
- -------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
12
[ ]
N/A
- -------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 47.4%
- -------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14 IN
- -------------------------------------------------------------------------------
Page 4 of 11 Pages
<PAGE> 5
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
This Schedule 13D is filed on behalf of Remy Capital Partners III,
L.P., a Delaware limited Partnership, Remy Investors and Consultants, Inc., a
California corporation and Mark S. Siegel, an individual.
ITEM 1. SECURITY AND ISSUER
The equity securities to which this statement relates are Common Stock, par
value $0.001 per share. The name of the subject company is UTI Energy Corp.
(the "Company"). The principal executive offices of the Company are located at
Suite 225 N, 16800 Greenspoint Park, Houston, Texas 77060.
ITEM 2. IDENTITY AND BACKGROUND
(a) NAME OF PERSON FILING
This Statement is filed by (i) Remy Capital Partners III,
L.P., a Delaware limited partnership ("Remy Capital"), (ii)
Remy Investors and Consultants, Inc., a California corporation
("Remy Investors"), and (iii) Mark S. Siegel, an individual.
Remy Investors is the General Partner of Remy Capital. Mark
S. Siegel is the President and sole shareholder of Remy
Investors. Remy Capital, Remy Investors and Mark S. Siegel
are hereinafter collectively referred to as the "Reporting
Person." Information is also provided for Cathy R. Siegel, an
individual and Vice President of Remy Investors.
(b) ADDRESS OF PRINCIPAL OFFICE OR, IF NONE, RESIDENCE
Remy Capital: 1801 Century Park East, #1111
Los Angeles, California 90067
Remy Investors: 1801 Century Park East, #1111
Los Angeles, California 90067
Mark S. Siegel: 1801 Century Park East, #1111
Los Angeles, California 90067
Cathy R. Siegel: 1801 Century Park East, #1111
Los Angeles, California 90067
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT, BUSINESS
Remy Capital: Private Investment Partnership
Remy Investors: Investment Advisor
Mark S. Siegel: Investment Advisor
Cathy R. Siegel: Officer of Remy
Page 5 of 11 Pages
<PAGE> 6
(d) CRIMINAL CONVICTION
During the last five years, none of Remy Capital, Remy Investors, Mark
S. Siegel or Cathy R. Siegel has been convicted in a criminal proceeding
(excluding traffic violations or misdemeanors).
(e) CIVIL PROCEEDING REGARDING SECURITIES LAWS
During the last five years, none of Remy Capital, Remy Investors, Mark
S. Siegel or Cathy R. Siegel was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
further violations of, or prohibiting activities subject to, federal or state
securities laws or finding any violation of such laws.
(f) CITIZENSHIP
Mark S. Siegel and Cathy R. Siegel are citizens of the United States
of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
In March 1995, Remy Capital purchased 1,736,550 shares of Common Stock
for $7,814,475 ($4.50 per share) using partnership capital contributions (the
"Initial Purchase").
On March 6, 1996, Remy Capital purchased in the open market 2,500
shares of Common Stock for $15,563 and 500 shares for $3,237, using cash on
hand (the "Open Market Purchase").
On December 19, 1995, the Board of Directors of the Company approved
the grant of an option to Remy Investors to purchase 120,000 shares of Common
Stock (the "Remy Option") and the submission of such option to the stockholders
of the Company for their approval. The Remy Option, which would become
effective only upon approval by the Company's stockholders, was intended to
compensate Remy Investors for various advisory services provided to the Company
in connection with the Board of Directors' strategic decision to focus the
Company's operations on its current drilling and pressure pumping businesses.
These services included (i) assisting in the Company's sale of certain of its
assets (ii) assisting the Company in the acquisition of another company in
November 1995 (the "November Acquisition") and (iii) assisting the Company in
the arrangement of financing for the November Acquisition. The Remy Option
also was intended to compensate Remy Investors for other services provided for
general corporate purposes throughout 1995. The Remy Option was structured so
as to minimize the cost to the Company for the services provided to it by Remy
Investors and to protect the Company's working capital position by being
granted in lieu of cash compensation. Also in December 1995 and immediately
following the Board's decision to grant the Remy Option, Remy Investors agreed
with Remy Capital and Kenneth N. Berns, an employee of Remy Investors, that,
subject to the approval of the Remy Option by the stockholders of the Company,
portions of the Remy Option were assigned to Remy Capital and Mr. Berns such
that Remy Investors and Remy Capital would each own an option to purchase
55,000 shares and Mr. Berns would own an option to acquire 10,000 shares. The
Remy Option was approved by the stockholders of the Company on August 8, 1996.
On February 13, 1997, the Board of Directors of the Company approved
the grant of an option to Mark S. Siegel to purchase 55,000 shares of Common
Stock at $24.38 per share pursuant to the 1996 Key Employee Stock Option Plan
(the "1996 Plan").
On July 27, 1997, the Board of Directors of the Company approved the
grant of an option to Mark S. Siegel to purchase 45,000 shares of Common Stock
at $60.00 per share pursuant to the 1996 Plan.
Page 6 of 11 Pages
<PAGE> 7
ITEM 4. PURPOSE OF TRANSACTION
The securities were acquired for investment purposes. Depending upon
the Reporting Person's continuing evaluation of the Company's business and
prospects, alternative investment opportunities and any other factors Reporting
Person deems relevant, Reporting Person may, from time to time, purchase
additional shares on the open market or in privately negotiated transactions or
otherwise. Reporting Person has no present intention of selling any shares,
but reserves the right to do so, in whole or in part, at any time, in open
market transactions, privately negotiated transactions or otherwise.
(a) THE ACQUISITION BY ANY PERSON OF ADDITIONAL SECURITIES OF THE
ISSUER;
Reporting Person has no present intention, plan, or proposal
with respect to this paragraph.
(b) AN EXTRAORDINARY CORPORATE TRANSACTION, SUCH AS A MERGER,
REORGANIZATION OR LIQUIDATION, INVOLVING THE ISSUER OR ANY OF
ITS SUBSIDIARIES;
Reporting Person has no present intention, plan, or proposal
with respect to this paragraph.
(c) A SALE OR TRANSFER OF A MATERIAL AMOUNT OF ASSETS OF THE
ISSUER OR ANY OF ITS SUBSIDIARIES;
Reporting Person has no present intention, plan, or proposal
with respect to this paragraph.
(d) ANY CHANGE IN THE PRESENT BOARD OF DIRECTORS OR MANAGEMENT OF
ISSUER, INCLUDING ANY PROPOSALS TO CHANGE THE NUMBER OF TERM
OF DIRECTORS OR TO FILL ANY EXISTING VACANCIES ON THE BOARD;
Mark S. Siegel, sole shareholder of Remy Investors, Inc. and
Randall L. Bishop, an employee of Remy Investors, became
members of Company's board of directors upon consummation of
the Initial Purchase. Mr. Bishop later resigned from the
board of directors and Mr. Berns was elected to fill the
vacancy created thereby. Other than the foregoing, Reporting
Person has no present intention, plan or proposal with respect
to this paragraph.
(e) ANY MATERIAL CHANGE IN THE PRESENT CAPITALIZATION OR DIVIDEND
POLICY OF THE ISSUER;
Reporting Person has no present intention, plan or proposal
with respect to this paragraph.
(f) ANY OTHER MATERIAL CHANGE IN THE ISSUER'S BUSINESS OR
CORPORATE STRUCTURE INCLUDING BUT NOT LIMITED TO, IF THE
ISSUER IS A REGISTERED CLOSED-END INVESTMENT COMPANY, ANY
PLANS OR PROPOSALS TO MAKE ANY CHANGES IN THE INVESTMENT
POLICY FOR WHICH A VOTE IS REQUIRED BY SECTION 13 OF THE
INVESTMENT COMPANY ACT OF 1940;
Reporting Person has no present intention, plan or proposal
with respect to this paragraph.
Page 7 of 11 Pages
<PAGE> 8
(g) CHANGES IN THE ISSUER'S CHARTER, BYLAWS OR INSTRUMENTS
CORRESPONDING THERETO OR OTHER ACTIONS WHICH MAY IMPEDE THE
ACQUISITION OF CONTROL OF THE ISSUER BY ANY PERSON;
Reporting Person has no present intention, plan or proposal
with respect to this paragraph.
(h) CAUSING A CLASS OF SECURITIES OF THE ISSUER TO BE DELISTED
FROM A NATIONAL SECURITIES EXCHANGE OR TO CEASE TO BE
AUTHORIZED TO BE QUOTED IN AN INTER-DEALER QUOTATION SYSTEM OF
A REGISTERED NATIONAL SECURITIES ASSOCIATION;
Reporting Person has no present intention, plan or proposal
with respect to this paragraph.
(i) A CLASS OF EQUITY SECURITIES OF THE ISSUER BECOMING ELIGIBLE
FOR TERMINATION OF REGISTRATION PURSUANT TO SECTION 12(G)(4)
OF THE ACT;
Reporting Person has no present intention, plan or proposal
with respect to this paragraph.
(j) ANY ACTION SIMILAR TO ANY OF THOSE ENUMERATED ABOVE.
Reporting Person has no present intention, plan or proposal
with respect to this paragraph.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) AMOUNT OF SHARES OWNED
Remy Capital beneficially owns 1,794,550 shares of Common
Stock of Company (approximately 45.8% of the Company's
outstanding shares), of which 55,000 shares may be acquired
within 60 days. Remy Investors, which is the sole General
Partner of Remy Capital and controls all investment activities
of Remy Capital, would beneficially own all shares
beneficially owned by Remy Capital and, accordingly, is the
beneficial owner of 1,849,550 shares (approximately 46.6% of
the Company's outstanding shares), of which 110,000 shares may
be acquired within 60 days. Mark S. Siegel is the sole
shareholder of Remy Investors and would beneficially own all
shares beneficially owned by Remy Investors, and, accordingly,
is the beneficial owner of 1,949,550 shares (approximately
47.3% of the Company's outstanding shares), of which 210,000
shares may be acquired within 60 days.
(b) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) SOLE POWER TO VOTE OR DIRECT THE VOTE
<TABLE>
<S> <C>
Remy Capital: 1,794,550
Remy Investors: 1,849,550
Mark S. Siegel: 1,949,550
Cathy R. Siegel: 0
</TABLE>
(ii) SHARED POWER TO VOTE OR DIRECT THE VOTE
Page 8 of 11 Pages
<PAGE> 9
<TABLE>
<S> <C>
Remy Capital: 0
Remy Investors: 0
Mark S. Siegel: 0
Cathy R. Siegel: 0
</TABLE>
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION
OF:
<TABLE>
<S> <C>
Remy Capital: 1,794,550
Remy Investors: 1,849,550
Mark S. Siegel: 1,949,550
Cathy R. Siegel: 0
</TABLE>
(iv) SHARED POWER TO DISPOSE OF OR TO DIRECT DISPOSITION
OF:
<TABLE>
<S> <C>
Remy Capital: 0
Remy Investors: 0
Mark S. Siegel: 0
Cathy R. Siegel: 0
</TABLE>
(c) - (e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF ISSUER
Pursuant to a stock purchase agreement dated March 14, 1995, between
Bear, Stearns & Co. Inc. ("Bear Stearns") and Remy Capital, Bear Stearns
assigned to Remy Capital all of its rights and interest in a registration
rights agreement between Bear Stearns and Company. The Board of Directors of
Company has approved such assignment. The registration rights agreement to
Remy Capital grants the right on three separate occasions to require the
Company to register 1,739,550 shares of the Common Stock held by Remy Capital
for sale under the Securities Act of 1933 (the "Securities Act") and on an
unlimited basis to register such shares for sale under the Securities Act by
including such shares in any registration statement proposed to be filed by the
Company with the Securities and Exchange Commission. The registration rights
agreement also provides that in connection with any such registration, the
Company will indemnify Remy Capital against, and provide contribution with
respect to, certain liabilities, including liabilities incurred under the
Securities Act. The foregoing description of the registration rights agreement
is a summary and is qualified in its entirety by reference to such agreement
filed as Exhibit 2 hereto which is incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(1) Joint Acquisition Statement
Page 9 of 11 Pages
<PAGE> 10
(2) Registration Rights Agreement dated March 25, 1994 between
Bear Stearns and UTI Energy Corp., assigned on March 14, 1995
to Remy Capital (previously filed with initial filing of
Schedule 13D).
(3) Stock Option Agreement entered into effective as of December
19, 1995, between Remy Investors and UTI Energy Corp.
(previously filed with Amendment No. 1 to Schedule 13D).
(4) Form Stock Option Agreement between UTI Energy Corp. and Mark
S. Siegel, which was executed effective February 13, 1997
relating to the grant to Mr. Siegel of options to purchase
55,000 shares at $24.38 per share, and which was executed
effective July 27, 1997 relating to the grant to Mr. Siegel of
options to purchase 45,000 shares at $60.00 per share.
Page 10 of 11 Pages
<PAGE> 11
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
REMY CAPITAL PARTNERS, III, L.P.
By: Remy Investors and Consultants, Inc.
Its: General Partner
/s/ Mark S. Siegel
-----------------------------------
Mark S. Siegel
President
REMY INVESTORS AND CONSULTANTS, INC.
By: /s/ Mark S. Siegel
-----------------------------------
Mark S. Siegel
President
/s/ Mark S. Siegel
-----------------------------------
Mark S. Siegel
Page 11 of 11 Pages
<PAGE> 12
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
--------- -----------
<S> <C>
(1) Joint Acquisition Statement
(2) Registration Rights Agreement dated March 25, 1994
between Bear Stearns and UTI Energy Corp., assigned on
March 14, 1995 to Remy Capital (previously filed with
initial filing of Schedule 13D).
(3) Stock Option Agreement entered into effective as of
December 19, 1995, between Remy Investors and UTI Energy
Corp. (previously filed with Amendment No. 1 to Schedule
13D).
(4) Form Stock Option Agreement between UTI Energy Corp. and
Mark S. Siegel, which was executed effective February 13,
1997 relating to the grant to Mr. Siegel of options to
purchase 55,000 shares at $24.38 per share, and which was
executed effective July 27, 1997 relating to the grant to
Mr. Siegel of options to purchase 45,000 shares at
$60.00 per share.
</TABLE>
<PAGE> 1
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1(F)(1)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on
behalf of each of the undersigned without the necessity of filing additional
joint acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or its contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the other, except to the extent that he or it knows or has reason to
believe that such information is accurate.
Dated: August 20, 1997
REMY CAPITAL PARTNERS, III, L.P.
By: Remy Investors and Consultants, Inc.
Its: General Partner
/s/ Mark S. Siegel
-----------------------------------
Mark S. Siegel
President
REMY INVESTORS AND CONSULTANTS, INC.
By: /s/ Mark S. Siegel
-----------------------------------
Mark S. Siegel
President
/s/ Mark S. Siegel
-----------------------------------
Mark S. Siegel
<PAGE> 1
EXHIBIT 4
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "Agreement") is effective as of the
_____ day of _____, 1997, between UTI Energy Corp., a Delaware corporation
("UTI"), and Mark S. Siegel (the "Employee").
W I T N E S S E T H :
WHEREAS UTI has adopted the UTI Energy Corp. 1996 Employee Stock
Option Plan (the "Plan"); and
WHEREAS, the Employee is currently an employee of UTI, and UTI desires
to encourage the Employee to remain in UTI's service and, as an inducement
thereto, has determined to grant to the Employee pursuant to the Plan the
option provided for herein.
NOW, THEREFORE, in consideration of the premises and the covenants and
agreements herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, UTI and the Employee
hereby agree as follows:
1. Grant. (a) Effective as of ________, 1997 (the "Date of
Grant"), UTI hereby grants to the Employee pursuant to the terms and conditions
of the Plan an option (the "Option") to purchase ______ shares of the Company's
Common Stock, $.001 par value ("Common Stock"), at a price of $_____ per share
(the "Option Price"). The Option is subject to the terms and provisions of the
Plan, which are hereby incorporated herein by reference. The Option shall be a
non-statutory option (as defined in the Plan). The Option shall be exercisable
immediately.
2. Changes in UTI's Capital Structure. (a) The existence of the
Option shall not affect in any way the right or power of UTI or its
shareholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in UTI's capital structure or its business, or
any merger or consolidation of UTI, or any issue of bonds, debentures,
preferred or prior preference stock ahead of or affecting the Common Stock or
the rights thereof, or the dissolution or liquidation of UTI, or any sale or
transfer of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar character or otherwise.
(b) The number of shares of Common Stock subject to the Option,
the Option Price and the securities issuable and other property payable upon
exercise of the Option shall be subject to adjustment as provided in the Plan.
3. Exercise of Options. The Option may be exercised from time to
time as to the total number of shares that may then be issuable upon the
exercise thereof or any portion thereof in the manner and subject to the
limitations provided for in the Plan and in Section 1 hereof.
<PAGE> 2
4. Assignment. The Option may not be transferred or assigned in
any manner by the Employee except by will or the laws of descent and
distribution, and shall be exercisable during the Employee's lifetime only by
him.
5. Requirements of Law. UTI shall not be required to sell or
issue any shares on the exercise of the Option if the issuance of such shares
shall constitute a violation by the Employee or UTI of any provisions of any
law or regulation of any governmental authority. The Option shall be subject
to the requirements that, if at any time the Board of Directors of UTI or the
committee of the Board of Directors of UTI administering the Plan (the
"Committee") shall determine that the listing, registration or qualification of
the shares subject thereto upon any securities exchange or under any state or
federal law of the United States or of any other country or governmental
subdivision thereof, or the consent or approval of any governmental regulatory
body, or investment or other representations, are necessary or desirable in
connection with the issue or purchase of shares subject thereto, the Option may
not be exercised in whole or in part unless such listing, registration,
qualification, consent, approval or representation shall have been effected or
obtained free of any conditions not acceptable to the Board of Directors. If
required at any time by the Board of Directors or the Committee, the Option may
not be exercised until the Employee has delivered an investment letter to UTI.
In addition, specifically in connection with the Securities Act of 1933 (as now
in effect or hereafter amended), upon exercise of the Option, UTI shall not be
required to issue the underlying shares unless the Committee has received
evidence satisfactory to it to the effect that the Employee will not transfer
such shares except pursuant to a registration statement in effect under such
Act or unless an opinion of counsel satisfactory to the Committee has been
received by UTI to the effect that such registration is not required. Any
determination in this connection by the Committee shall be final, binding and
conclusive. In the event the shares issuable on exercise of the Option are not
registered under the Securities Act of 1933, UTI may imprint on the certificate
for such shares the following legend or any other legend which counsel for UTI
considers necessary or advisable to comply with Securities Act of 1933:
The shares of stock represented by this certificate have not
been registered under the Securities Act of 1933 or under the
securities laws of any state and may not be sold or transferred except
upon such registration or upon receipt by the Corporation of an
opinion of counsel satisfactory to the Corporation, in form and
substance satisfactory to the Corporation, that registration is not
required for such sale or transfer.
UTI may, but shall in no event be obligated to, register any
securities covered hereby pursuant to the Securities Act of 1933. UTI shall
not be obligated to take any other affirmative action in order to cause the
exercise of the Option or the issuance of shares of Common Stock pursuant
thereto to comply with any law or regulation of any governmental authority.
6. Termination. The Option, to the extent it shall not
previously have been exercised, shall terminate on the earlier of the
following:
-2-
<PAGE> 3
(a) One day less than three months after the date of the
severance, upon severance of the employment relationship between UTI
and the Employee, whether with or without cause, for any reason other
than the death, disability or retirement of the Employee, during which
period the Employee shall be entitled to exercise the Option in
respect of the number of shares that the Employee would have been
entitled to purchase had the Employee exercised the Option on the date
of such severance of employment;
(b) On the last day within the one year period commencing
on the date on which the Employee ceases to be in the employment of
UTI because of disability, during which period the Employee shall be
entitled to exercise the Option in respect to the number of shares
that the Employee would have been entitled to purchase had the
Employee exercised the Option on the date of severance because of
disability;
(c) On the last day within the one year period commencing
on the date of the Employee's death while in the employment of UTI,
during which period the executor, administrator or any person or
persons to whom the Option may be transferred by will or the laws of
descent and distribution, shall have the right to exercise the Option
in respect of the number of shares that the Employee would have been
entitled to purchase had the Employee been alive on such date;
(d) On the last day within the one year period commencing
on the date on which the Employee retires in accordance with
provisions of UTI's then existing policies regarding retirement as
applied by the Committee, during which period the Employee or, if the
Employee should die within such one year period, the Employee's
executor or administrator or the person or persons to whom the Option
shall have been transferred by the Employee's will or the laws of
descent and distribution, shall be entitled to exercise the Option in
respect of the number of shares that the Employee would have been
entitled to purchase as of the date of such retirement; and
(e) On __________, 2002.
7. Amendment. This Agreement may not be changed, amended or
modified except by an agreement in writing signed on behalf of each of the
parties hereto.
8. No Rights as a Stockholder. The Employee shall not have any
rights as a stockholder with respect to any shares of Common Stock issuable
upon the exercise of the Option until the date of issuance of the stock
certificate or certificates representing such shares following the Employee's
exercise of the Option pursuant to its terms and conditions and payment for
such shares. Except as otherwise provided in the Plan, no adjustment shall be
made for dividends or other distributions made with respect to the Common Stock
the record date for the payment of which is prior to the date of issuance of
the stock certificate or certificates representing such shares following the
Employee's exercise of the Option.
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<PAGE> 4
9. Governing Law. The validity, construction and performance of
this Agreement shall be governed by the laws of the State of Pennsylvania. Any
invalidity of any provision of this Agreement shall not affect the validity of
any other provision.
10. Notices. All notices, demands, requests or other
communications hereunder shall be in writing and shall be deemed to have been
duly made or given if mailed by registered or certified mail, return receipt
requested. Any such notice mailed to UTI shall be addressed to its principal
executive office at 485 Devon Park Drive, Suite 112, Wayne, Pennsylvania 19087,
and any notice mailed to the Employee shall be addressed to the Employee's
residence address as it appears on the books and records of UTI or to such
other address as either party may hereafter designate in writing to the other.
11. Employment Obligation. The granting of the Option by UTI to
the Employee shall not impose upon UTI any obligation to employ or continue to
employ the Employee; and the right of UTI to terminate the employment of the
Employee with UTI shall not be diminished or affected by reason of the grant of
the Option to the Employee pursuant to this Agreement.
12. Binding Effect. This Agreement shall, except as otherwise
provided to the contrary in this Agreement or in the Plan, inure to the benefit
of and bind the successors and assigns of UTI. This Agreement shall, except as
otherwise provided to the contrary in this Agreement or in the Plan, inure to
the benefit of and bind the heirs, executors, administrators and legal
representatives of the Employee.
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<PAGE> 5
IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered as of the day and year first above mentioned.
UTI ENERGY CORP.
By:
-------------------------------------
Vaughn E. Drum
President and Chief Executive Officer
-------------------------------------
Mark S. Siegel
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