<PAGE> 1
As filed with the Securities and Exchange Commission on May 27, 1997
Registration Number 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
UTI ENERGY CORP.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
23-2037823
(I.R.S. Employer Identification No.)
485 DEVON PARK DRIVE, SUITE 112
WAYNE, PENNSYLVANIA 19087
(610) 971-9600
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
VAUGHN E. DRUM
UTI ENERGY CORP.
485 DEVON PARK DRIVE, SUITE 112
WAYNE, PENNSYLVANIA 19087
(610) 971-9600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
CURTIS W. HUFF
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77010-3095
(713) 651-5151
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]____
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]____
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================
Title of each class of Proposed maximum aggregate Amount of
securities to be registered offering price (1) registration fee
- ------------------------------------------------------------------------------------------
<S> <C> <C>
Common Stock, $.001 par value $10,227,740 $3,100
==========================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(o) of the Securities Act of 1933 and based
upon the average of the high and low sale prices of Common Stock as
reported by the American Stock Exchange on May 23, 1997.
---------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
================================================================================
<PAGE> 2
PROSPECTUS
256,175 Shares
UTI ENERGY CORP.
Common Stock
---------------
This Prospectus has been prepared for use in connection with the
proposed sale by Quarles Drilling Corporation (the "Selling Stockholder") of
UTI Energy Corp., a Delaware corporation (the "Company"), of an aggregate of
256,175 shares (the "Shares") of common stock, $.001 par value (the "Common
Stock"), of the Company. The Shares may be offered and sold by the Selling
Stockholder from time to time for a period of 120 days from the date hereof
directly or through broker-dealers designated from time to time. The Shares
may be sold from time to time in one or more transactions at a fixed price or
prices, which may be changed, at market prices prevailing at the time of sale,
at prices related to such prevailing market prices or at prices determined on a
negotiated or competitive bid basis. Shares may be sold through a
broker-dealer acting as agent or broker for a Selling Stockholder, or to a
broker-dealer acting as principal. See "Plan of Distribution".
The Common Stock is traded on the American Stock Exchange (the "AMEX")
under the symbol "UTI". On May 23, 1997, the last reported sales price for the
Common Stock as reported on the AMEX was $36 3/8 per share.
The Company will receive no portion of the proceeds of the sale of the
Shares offered hereby and will bear certain of the expenses incident to their
registration. The Company has agreed to indemnify the Selling Stockholder
against certain civil liabilities, including liabilities under the Securities
Act of 1933, or to contribute to payments the Selling Stockholder may be
required to make in respect thereof. See "Plan of Distribution" and "Selling
Stockholder".
The Shares have not been registered for sale under the securities laws
of any state or jurisdiction as of the date of this Prospectus. Brokers or
dealers effecting transactions in the Shares should confirm the existence of
any exemption from registration or the registration thereof under the
securities laws of the states in which such transactions occur.
---------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------
The date of this Prospectus is May ___, 1997.
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<S> <C>
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . 3
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SELLING STOCKHOLDER . . . . . . . . . . . . . . . . . . . . . . . 4
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . 4
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . 5
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
PRO FORMA FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . 6
</TABLE>
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN
THE PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, THE SELLING
STOCKHOLDER OR ANY UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL OR A SOLICITATION OF ANY OFFER TO BUY ANY OF THE SHARES BY ANYONE IN
ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN
WHICH THE PERSON MAKING THE OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR
TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. UNDER
NO CIRCUMSTANCES SHALL THE DELIVERY OF THIS PROSPECTUS OR ANY SALE MADE
PURSUANT TO THIS PROSPECTUS CREATE ANY IMPLICATION THAT INFORMATION CONTAINED
IN THIS PROSPECTUS IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF THIS
PROSPECTUS.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information
with the Commission. Such reports, proxy statements and other information
filed by the Company with the Commission can be inspected at the Public
Reference Section of the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and the Regional Offices of the
Commission at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511, and 7 World Trade Center, New York, New York 10048, or on
the Internet at http://www.sec.gov. Copies of such material can also be
obtained from the Public Reference Section of the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. Such reports, proxy and information statements and other information
concerning the Company can also be inspected and copied at the offices of the
AMEX, 86 Trinity Place, New York, New York 10006-1881, on which the Common
Stock is listed.
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the Common Stock
offered hereby. This Prospectus, which constitutes a part of the Registration
Statement, does not contain all of the information set forth in the
Registration Statement, certain items of which are contained in exhibits to the
Registration Statement as permitted by the rules and regulations of the
Commission. For further information with respect to the Company and the
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<PAGE> 4
Common Stock offered hereby, reference is made to the Registration Statement,
including the exhibits thereto, which may be inspected without charge at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549 and at the Regional Offices of the Commission, and
copies of which may be obtained from the Commission at prescribed rates.
Statements made in this Prospectus concerning the contents of any document
referred to herein are not necessarily complete. With respect to each such
document filed with the Commission as an exhibit to the Registration Statement,
reference is made to the exhibit for a more complete description of the matter
involved, and each such statement shall be deemed qualified in its entirety by
such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year
ended December 31, 1996 as amended by Amendment No. 1 thereto on Form
10-K/A;
(b) The Company's Current Report on Form 8-K dated
January 27, 1997, as amended by the Current Report on Form 8-K/A dated
April 14, 1997;
(c) The Company's Current Report on Form 8-K dated April
11, 1997;
(d) The Company's Quarterly Report on Form 10-Q for the
three months ended March 31, 1997; and
(e) The Company's Registration Statement on Form 8-A
dated November 29, 1993 (File no. 112542).
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of the offering of the Common Stock
pursuant hereto shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of the filing of such
documents. Any statement contained in this Prospectus or in a document
incorporated or deemed to be incorporated by reference in this Prospectus shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained in this Prospectus or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, upon the written or oral
request of any such person, a copy of any or all of the documents incorporated
by reference herein, other than the exhibits to such documents, unless such
exhibits are specifically incorporated by reference into the information that
this Prospectus incorporates. Written or oral requests for such copies should
be directed to the Company at 485 Devon Park Drive, Suite 112, Wayne,
Pennsylvania 19087, Attention: Secretary (Telephone number: (610) 971-9600).
THE COMPANY
The Company is a leading provider of contract drilling services in the
United States. The Company's drilling operations are currently concentrated in
the prolific oil and natural gas producing basins of Oklahoma and Texas. The
Company's rig fleet consists of 82 land drilling rigs with effective depth
capabilities ranging from 4,000 to 25,000 feet. The Company also provides
drilling and pressure
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<PAGE> 5
pumping services in the Appalachian Basis. The Company's corporate
headquarters currently is located at 485 Devon Park Drive, Suite 112, Wayne,
Pennsylvania 19087, Telephone: (610) 971-9600.
SELLING STOCKHOLDER
This Prospectus constitutes a part of the Registration Statement filed
by the Company pursuant to registration rights granted to the Selling
Stockholder in an Asset Purchase Agreement dated December 31, 1996 (the
"Agreement") by and between the Company and Quarles Drilling Corporation
("Quarles"). The Agreement was entered into in conjunction with the Company's
acquisition of the contract drilling assets and certain operations of Quarles.
Pursuant to the terms of the Agreement, the Company will pay all expenses of
registering the Shares under the Securities Act, including, without limitation,
all registration and filing fees, printing expenses and the fees and
disbursements of the counsel and accountants for the Company. The Agreement
also provides that the Company will indemnify the Selling Stockholder against
certain civil liabilities, including liabilities under the Securities Act, or
to contribute to payments the Selling Stockholder may be required to make in
respect thereof. The Selling Stockholder will pay all fees and disbursements
of its counsel and all brokerage fees, commissions and expenses, if any,
applicable to the Shares sold by it.
As of May 23, 1997, the Selling Stockholder owned 256,175 shares of
Common Stock, constituting 6.6% of the Company's outstanding Common Stock on
such date. This number of shares of Common Stock excludes an indeterminate
number of shares of Common Stock that may be issued to the Selling Stockholder
on or before June 30, 1997. Pursuant to the terms and conditions of the
Agreement, the Selling Stockholder is entitled to receive additional shares of
Common Stock in the event the market price of the Common Stock is less than
$31.69 per share on the earlier of June 30, 1997, or the date a registration
statement covering the resale of the Common Stock issued to the Selling
Stockholder is declared effective. The number of additional shares will be
equal to a number of shares sufficient to provide the Selling Stockholder with
$8.1 million of Common Stock based on an average market price of the Common
Stock over the 10 days prior to such date, calculated in accordance with the
terms of the Agreement. In the event the average market price of the Common
Stock is greater than $31.69 per share on such date, the Selling Stockholder is
required to return a number of shares of Common Stock having a value (at such
market price) equal to one-half of the amount by which the market price of the
shares (at such market price) initially issued is greater than $8.1 million.
Because the Selling Stockholder may offer all or a portion of the Shares
pursuant to this Prospectus, no estimate can be given as to the number of
shares of Common Stock that will be held by the Selling Stockholder upon
termination of any sales.
Don Quarles, the president and chief executive officer of the Selling
Stockholder, is currently employed by the Company as a consultant.
PLAN OF DISTRIBUTION
The Shares may be sold pursuant to the methods described below from
time to time for a period of 120 days from the date hereof by or for the
account of the Selling Stockholder on the AMEX or otherwise at prices and on
terms then prevailing or at prices related to the then current market price, or
in negotiated transactions. The Shares may be sold by any one or more of the
following methods: (a) a block trade (which may involve crosses) in which the
broker or dealer so engaged will attempt to sell the securities as agent but
may position and resell a portion of the block as principal to facilitate the
transaction; (b) purchases by a broker or dealer as principal; (c) ordinary
brokerage transactions and transactions in which the broker solicits
purchasers; and (d) privately negotiated transactions. The Selling Stockholder
may effect such transactions by selling Shares through broker-dealers, and such
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broker-dealers may receive compensation in the form of commissions from the
Selling Stockholder (which commissions will not exceed those customary in the
types of transactions involved). The Selling Stockholder and any
broker-dealers that participate in the distribution of the Shares may be deemed
to be "underwriters" within the meaning of the Securities Act in connection
with such sales, and any profit on the sale of Shares by it and any fees and
commissions received by any such broker-dealers may be deemed to be
underwriting discounts and commissions.
At the time a particular offering of Common Stock is made hereunder,
to the extent required by law, a Prospectus Supplement will be distributed
which will set forth the amount of Common Stock being offered and the terms of
the offering, including the purchase price, the name or names of any dealers or
agents, the purchase price paid for Common Stock purchased from the Selling
Stockholder and any items constituting compensation from the Selling
Stockholder.
LEGAL MATTERS
In connection with the Common Stock offered hereby, the validity of
the shares being offered will be passed upon for the Company by Fulbright &
Jaworski L.L.P., Houston, Texas.
EXPERTS
The consolidated financial statements of UTI Energy Corp. appearing in
UTI Energy Corp.'s Annual Report (Form 10-K) for the year ended December 31,
1996, have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting an auditing.
The statement on net assets acquired as of December 31, 1996 and the
historical statement of gross contract drilling revenues, direct operating
expenses and depreciation of the drilling operations of Quarles Drilling
Corporation, for the year ended December 31, 1996, incorporated by reference
into this prospectus, have been incorporated herein in reliance on the report
of Coopers & Lybrand L.L.P., independent accountants, given on the authority of
that firm as experts in accounting and auditing.
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<PAGE> 7
PRO FORMA FINANCIAL STATEMENTS
On January 27, 1997, pursuant to the terms and conditions of an Asset
Purchase Agreement dated as of December 31, 1996 (the "Asset Purchase
Agreement"), the Company acquired the contract drilling assets of Quarles
Drilling Corporation (Quarles) for $16.2 million, consisting of $8.1 million
and 256,175 shares of Common Stock having a value at the time the agreement was
negotiated of $8.1 million. The cash portion of the purchase price was funded
with advances under the Company's revolving line of credit of $4.1 million and
a $4.0 million advance pursuant to a new bank term loan. The term loan bore
interest at the bank's prime rate and was secured by a pledge of certain of the
Company's accounts receivable and inventory. Under the terms of the Asset
Purchase Agreement, Quarles is entitled to receive additional shares of Common
Stock in the event the average market price (as defined in the Asset Purchase
Agreement) of the Common Stock on the earlier of (i) June 30, 1997, or (ii) the
date on which a registration statement covering the resale of the Common Stock
issued to Quarles is declared effective, is less than $31.69 per share. The
number of additional shares will be equal to a number of shares sufficient to
provide Quarles with $8.1 million of Common Stock based on the average market
price of the Common Stock on such date. In the event the average market price
of the Common Stock is greater than $31.69 per share on such date, Quarles is
required to return a number of shares of Common Stock having a value (at such
average market price) equal to one-half of the amount by which the average
market price of the shares initially issued is greater than $8.1 million. On
April 11, 1997, the Company repaid in full the $4.0 million term loan. The
acquisition was accounted for using the purchase method, and Quarles' operating
results since January 27, 1997, have been consolidated with the operating
results of the Company.
The unaudited pro forma condensed statement of income assumes that the
acquisition of Quarles occurred on January 1, 1997.
The pro forma statements may not be indicative of the results that
actually would have occurred if the acquisition had occurred on the dates
indicated or which may be obtained in the future. The pro forma financial
statements should be read in conjunction with the financial statements and
notes of Quarles Drilling Company and the pro forma financial statements
included in UTI's Form 8-KA dated April 14, 1997, UTI's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1997 and UTI's financial statements
and notes contained in its Annual Report on Form 10-K for the year ended
December 31, 1996, all of which are incorporated by reference herein.
6
<PAGE> 8
UTI Energy Corp.
Pro Forma Condensed Consolidated Statement of Income (Unaudited)
Three Months Ended March 31, 1997
(in thousands, except share data)
<TABLE>
<CAPTION>
(1) ACQUISITION
UTI QUARLES ADJUSTMENTS
AS AS
REPORTED REPORTED AMOUNT NOTES PROFORMA
----------- --------- -------- ----- -----------
<S> <C> <C> <C> <C> <C>
REVENUES $ 34,368 3,407 $ $ 37,775
COSTS AND EXPENSES
Cost of sales 27,362 4,081 (90) (A) 31,353
Selling, general and administrative 2,334 0 90 (A) 2,424
Depreciation and amortization 1,545 66 61 (B) 1,672
----------- --------- -------- -----------
31,241 4,147 61 35,449
----------- --------- -------- -----------
Operating Income 3,127 (740) (61) 2,326
OTHER INCOME (EXPENSE)
Interest expense (479) (56) (C) (535)
Other 227 227
----------- --------- -------- -----------
(252) 0 (56) (308)
----------- --------- -------- -----------
INCOME (LOSS) BEFORE
INCOME TAXES 2,875 (740) (117) 2,018
INCOME TAXES 1,031 (305) (D) 726
----------- -------- -----------
NET INCOME $ 1,844 (740) $ 188 $ 1,292
=========== ========= ======== ===========
Earnings per common share:
Primary 0.42 0.29
=========== ===========
Fully diluted 0.42 0.29
=========== ===========
Average common shares outstanding
Primary 4,422,514 99,381 (E) 4,521,895
Fully diluted 4,422,514 99,381 (E) 4,521,895
</TABLE>
(1) Amounts reported for Quarles reflect the historical gross drilling
contract revenues, direct operating expenses and depreciation directly
related to the assets acquired.
Adjustments to Pro Forma Condensed Consolidated Statement of Income
(Unaudited) for the three months ended March 31, 1997.
(A) Costs and expenses related to selling activities have been
reclassified. The Company does not expect to incur any
incremental general and administrative expenses as a result of
the acquisition.
(B) Adjust depreciation expense based upon the restated value of
property and equipment.
(C) Increased interest expense resulting from acquisition debt.
(D) Adjust tax expense or (benefit) at marginal rate.
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(E) Shares outstanding include stock issued pursuant to the Asset
Purchase Agreement assuming that the acquisition of Quarles
occurred on January 1, 1997. The number of shares ultimately
to be issued is dependent upon the average market price (as
defined in the Asset Purchase Agreement) of the Common Stock
on the earlier of the date a registration statement covering
the resale of the Common Stock issued to Quarles is declared
effective or June 30, 1997. The shares issued reflected in
the Pro Forma Condensed Consolidated Statement of Income
assumed a share price of $26.75, the market price at March 31,
1997.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with this offering are:
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee . . . . . . . $ 3,100
American Stock Exchange Listing Fee . . . . . . . . . . . . . . . 5,624
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . . . 5,000
Accounting Fees and Expenses . . . . . . . . . . . . . . . . . . . 10,000
Blue Sky Fees and Expenses (including legal fees) . . . . . . . . 0
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000
--------
TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . $28,724
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Delaware law, a corporation may include provisions in its
certificate of incorporation that will relieve its directors of monetary
liability for breaches of their fiduciary duty to the corporation, except under
certain circumstances, including a breach of the director's duty of loyalty,
acts or omissions of the director not in good faith or which involve
intentional misconduct or a knowing violation of law, the approval of an
improper payment of a dividend or an improper purchase by the corporation of
stock or any transaction from which the director derived an improper personal
benefit. The Company's amended Restated Certificate of Incorporation provides
that the Company's directors are not liable to the Company or its stockholders
for monetary damages for breach of their fiduciary duty, subject to the
described exceptions specified by Delaware law.
Section 145 of the Delaware General Corporation Law grants to the
Company the power to indemnify each officer and director of the Company against
liabilities and expenses incurred by reason of the fact that he is or was an
officer or director of the Company if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Company and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The amended By-laws of
the Company provide for indemnification of each officer and director of the
Company to the fullest extent permitted by Delaware law.
Section 145 of the Delaware General Corporation Law also empowers the
Company to purchase and maintain insurance on behalf of any person who is or
was an officer or director of the Company against liability asserted against or
incurred by him in any such capacity, whether or not the Company would have the
power to indemnify such officer or director against such liability under the
provisions of Section 145. The Company does not maintain a directors' and
officers' liability policy for such purposes.
ITEM 16. EXHIBITS.
3.1 - Restated Certificate of Incorporation of the Company
(incorporated by reference to Amendment No. 1 to the
Company's Registration Statement on Form S-1 (No.
33-69726).
II-1
<PAGE> 11
3.2 - Amendment to Restated Certificate of Incorporation
(incorporated by reference to Amendment No. 1 to the
Company's Registration Statement on Form S-1 (No.
33-69726).
3.3 - Amendment to Restated Certificate of Incorporation
(incorporated by reference to the Company's Annual
Report on Form 10-K for the year ended December 31,
1994).
3.4 - By-laws of the Company, as amended (incorporated by
reference to the Company's Annual Report on Form 10-K
for the year ended December 31, 1993).
4.1 - See Exhibit Nos. 3.1 and 3.2 for provisions of the
Restated Certificate of Incorporation and amended
By-laws of the Company defining the rights of the
holders of Common Stock.
4.2 - Form of Common Stock Certificate (incorporated by
reference to Amendment No. 1 to the Company's
Registration Statement on Form S-1 (No. 33-69726)).
4.4 - Stock Purchase Warrant dated August 14, 1996, between
the Sam K. Viersen, Jr. Trust dated September 9,
1986, as Amended and Restated on May 11, 1994, and
UTI Energy Corp. (incorporated by reference to the
Company's Current Report on Form 8-K dated August 28,
1996).
4.5 - Warrant to purchase 162,000 shares of Common Stock
(incorporated by reference to Amendment No. 4 to the
Company's Registration Statement on Form S-1 (No.
33-69726)).
4.6 - Warrant Agreement dated as of December 19, 1996,
between the Company and Remy Consultants Incorporated
[(incorporated by reference to the Company's Annual
Report on Form 10-K for the year ended December 31,
1996)].
4.7 - Warrant Agreement dated April 11, 1997, by and
between the Company and Southland Drilling Company,
Ltd. (incorporated by reference to the Company's
current report on Form 8-K dated April 11, 1997).
4.8 - Warrant dated April 11, 1997, by and between the
Company and Canpartners Investments IV, L.P.
(incorporated by reference to the Company's current
report on Form 8-K dated April 11, 1997).
4.9 - Asset Purchase Agreement dated December 21, 1996,
between the Company and Quarles Drilling Corporation
(incorporated by reference to the Company's Current
Report on Form 8-K dated January 27, 1997).
*5.1 - Legal opinion of Fulbright & Jaworski L.L.P.
21.1 - List of subsidiaries of the Company (incorporated by
reference to the Company's Annual Report on Form 10-K
for the year ended December 31, 1996).
*23.1 - Consent of Ernst & Young LLP.
*23.2 - Consent of Coopers & Lybrand LLP.
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<PAGE> 12
23.3 - Consent of Fulbright & Jaworski L.L.P. (included in
Exhibit 5.1)
24.1 - Powers of Attorney (included in Part II of the
Registration Statement)
27.1 - Financial Data Schedule (previously filed with the
Company's Quarterly Report on Form 10-Q for the three
months ended March 31, 1997.
- ----------
* Filed herewith.
As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the Company
has not filed with this Registration Statement certain instruments defining the
rights of holders of long-term debt of the Company and its subsidiaries because
the total amount of securities authorized under any of such instruments does
not exceed 10% of the total assets of the Company and its subsidiaries on a
consolidated basis. The Company agrees to furnish a copy of any such agreement
to the Commission upon request.
ITEM 17. UNDERTAKINGS.
The undersigned Company hereby undertakes:
(1) 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;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this Registration
Statement (or the most recent post-effective amendment hereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to such
information in this Registration Statement;
Provided, however, that paragraphs (i) and (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 with or
furnished to the Commission by the Company pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference
in this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) 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.
II-3
<PAGE> 13
The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the Securities Act or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. If a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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 Company 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 Securities Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE> 14
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-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Wayne, State of Pennsylvania, on May 23, 1997.
UTI ENERGY CORP.
By: /s/ Vaughn E. Drum
-----------------------------------
Vaughn E. Drum
President, Chief Executive
Officer and Director
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Vaughn E. Drum and Mark S. Siegel, or
any of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
and all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and any of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or any of
them, or his or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Vaughn E. Drum President, Chief Executive May 23, 1997
- ------------------------------------------ Officer and Director
Vaughn E. Drum (Principal Executive Officer)
/s/ P. Blake Dupuis Vice President, Finance May 23, 1997
- ------------------------------------------ (Principal Financial and
P. Blake Dupuis Accounting Officer)
/s/ Mark S. Siegel Director and May 23, 1997
- ------------------------------------------ Chairman of the Board
Mark S. Siegel
/s/ Kenneth N. Berns Director May 23, 1997
- ------------------------------------------
Kenneth N. Berns
/s/ Terry H. Hunt Director May 27, 1997
-----------------------------------------
Terry H. Hunt
Director May __, 1997
-----------------------------------------
Nadine C. Smith
/s/ Robert B. Spears Director May 23, 1997
-----------------------------------------
Robert B. Spears
</TABLE>
II-5
<PAGE> 15
INDEX TO EXHIBITS
3 .1 - Restated Certificate of Incorporation of the Company
(incorporated by reference to Amendment No. 1 to the
Company's Registration Statement on Form S-1 (No.
33-69726).
3 .2 - Amendment to Restated Certificate of Incorporation
(incorporated by reference to Amendment No. 1 to the
Company's Registration Statement on Form S-1 (No.
33-69726).
3 .3 - Amendment to Restated Certificate of Incorporation
(incorporated by reference to the Company's Annual
Report on Form 10-K for the year ended December 31,
1994).
3 .4 - By-laws of the Company, as amended (incorporated by
reference to the Company's Annual Report on Form 10-K
for the year ended December 31, 1993).
4 .1 - See Exhibit Nos. 3.1 and 3.2 for provisions of the
Restated Certificate of Incorporation and amended
By-laws of the Company defining the rights of the
holders of Common Stock.
4 .2 - Form of Common Stock Certificate (incorporated by
reference to Amendment No. 1 to the Company's
Registration Statement on Form S-1 (No. 33-69726)).
4 .4 - Stock Purchase Warrant dated August 14, 1996, between
the Sam K. Viersen, Jr. Trust dated September 9,
1986, as Amended and Restated on May 11, 1994, and
UTI Energy Corp. (incorporated by reference to the
Company's Current Report on Form 8-K dated August 28,
1996).
4 .5 - Warrant to purchase 162,000 shares of Common Stock
(incorporated by reference to Amendment No. 4 to the
Company's Registration Statement on Form S-1 (No.
33-69726)).
4 .6 - Warrant Agreement dated as of December 19, 1996,
between the Company and Remy Consultants Incorporated
[(incorporated by reference to the Company's Annual
Report on Form 10-K for the year ended December 31,
1996)].
4 .7 - Warrant Agreement dated April 11, 1997, by and
between the Company and Southland Drilling Company,
Ltd. (incorporated by reference to the Company's
current report on Form 8-K dated April 11, 1997).
4 .8 - Warrant dated April 11, 1997, by and between the
Company and Canpartners Investments IV, L.P.
(incorporated by reference to the Company's current
report on Form 8-K dated April 11, 1997).
4 .9 - Asset Purchase Agreement dated December 21, 1996,
between the Company and Quarles Drilling Corporation
(incorporated by reference to the Company's Current
Report on Form 8-K dated January 27, 1997).
*5.1 - Legal opinion of Fulbright & Jaworski L.L.P.
21.1 - List of subsidiaries of the Company (incorporated by
reference to the Company's Annual Report on Form 10-K
for the year ended December 31, 1996).
*23.1 - Consent of Ernst & Young LLP.
*23.2 - Consent of Coopers & Lybrand LLP.
23.3 - Consent of Fulbright & Jaworski L.L.P. (included in
Exhibit 5.1)
24.1 - Powers of Attorney (included in Part II of the
Registration Statement)
27.1 - Financial Data Schedule (previously filed with the
Company's Quarterly Report on Form 10-Q for the three
months ended March 31, 1997
<PAGE> 1
EXHIBIT 5.1
[FULBRIGHT & JAWORSKI L.L.P. Letterhead]
May 27, 1997
UTI Energy Corp.
485 Devon Park Drive, Suite 112
Wayne, Pennsylvania 19087
Gentlemen:
We have acted as counsel for UTI Energy Corp., a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act of
1933 of 281,175 shares of the Company's common stock, $.001 par value (the
"Shares"), to be offered by Quarles Drilling Corporation (the "Selling
Stockholder") upon the terms and subject to the conditions set forth in the
Company's Registration Statement on Form S-3 covering the Shares (the
"Registration Statement") filed with the Securities and Exchange Commission.
Included in the Shares are 256,175 shares (the "Issued Shares") that
previously have been issued pursuant to the terms and conditions of the
Asset Purchase Agreement dated December 31, 1996 between the Company and
the Selling Stockholder (the "Quarles Agreement") and 25,000 additional
shares (the "Reserved Shares") that may be issued pursuant to the terms
and conditions of the Quarles Agreement.
In connection therewith, we have examined the Registration Statement,
originals or copies certified or otherwise identified to our satisfaction of the
Restated Certificate of Incorporation of the Company: as amended, the Quarles
Agreement, the amended By-laws of the Company, the corporate proceedings with
respect to the offering of the Shares and such other documents and instruments
as we have deemed necessary or appropriate for the expression of the opinions
contained herein.
We have assumed the authenticity and completeness of all records,
certificates and other instruments submitted to us as originals, the conformity
to original documents of all records, certificates and other instruments
submitted to us as copies, the authenticity and completeness of the originals
of those records, certificates and other instruments submitted to us as copies
and the correctness of all statements of fact contained in all records,
certificates and other instruments that we have examined.
Based on the foregoing, and having regard for such legal considerations
as we have deemed relevant, we are of the opinion that (i) the Shares have been
duly and validly authorized for issuance; (ii) the Issued Shares are duly and
validly issued, fully paid and nonassessable; and (iii) the Reserved Shares have
been duly and validly authorized and reserved for issuance, and when and if
issued in accordance with the terms and conditions of the Quarles Agreement,
will be validly issued, fully paid and nonassessable.
The opinions expressed herein relate solely to, are based solely upon
and are limited exclusively to the laws of the State of Delaware and the
federal laws of the United States of America, to the extent applicable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus included as part of the Registration Statement.
Very truly yours,
/s/ Fulbright & Jaworski L.L.P.
Fulbright & Jaworski L.L.P.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-3) and related Prospectus of UTI Energy
Corp. for the registration of shares of its common stock and to the
incorporation by reference therein of our report dated February 28, 1997
(except for Note 13, as to which the date is March 24, 1997), with respect to
the consolidated financial statements and schedule of UTI Energy Corp. included
in its Annual Report (Form 10-K) for the year ended December 31, 1996, filed
with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Philadelphia, Pennsylvania
May 27, 1997
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the UTI Energy Corp.
registration statement on Form S-3 of our report dated March 25, 1997 on our
audit of the statement of net assets acquired and the historical statement of
gross drilling contract revenues, direct operating expenses and depreciation of
the drilling operations of Quarles Drilling Corporation included in the UTI
Energy Corp. Form 8-K/A dated April 14, 1997. We also consent to the reference
to our firm under the caption "Experts".
COOPERS & LYBRAND, LLP
Tulsa, Oklahoma
May 21, 1997
