<PAGE> 1
As filed with the Securities and Exchange Commission on August 25, 1999
Registration No. 333-____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------------------
UTI ENERGY CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 23-2037823
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
16800 GREENSPOINT PARK, SUITE 225N
HOUSTON, TEXAS 77060
(Address of Principal Executive Offices) (Zip Code)
UTI ENERGY CORP.
1997 AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN
NORTON DRILLING SERVICES, INC. 1997 STOCK OPTION PLAN
NORTON DRILLING SERVICES 1989 STOCK OPTION PLAN
(Full title of the plan)
--------------------
VAUGHN E. DRUM
UTI ENERGY CORP.
16800 GREENSPOINT PARK
SUITE 225N
HOUSTON, TEXAS 77060
(Name and address of agent for service)
(281) 873-4111
(Telephone number, including area code, of agent for service)
With Copy to:
CHARLES L. STRAUSS
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77010-3095
(713) 651-5151
------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED (1) SHARE (2) PRICE (2) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.001 par value 1,002,979 $21.46875 $21,532,705 5,986.10
==================================================================================================================================
</TABLE>
(1) Also includes an indeterminable number of shares of Common Stock
issuable as a result of the anti-dilution provisions of such plans.
Includes 900,000 shares of Common Stock to be issued pursuant to the
UTI Energy Corp. Amended and Restated 1997 Long-Term Incentive Plan,
(2) 101,826 shares of Common Stock to be issued pursuant to the Norton
Drilling Services, Inc. 1997 Stock Option Plan and (3) 1,053 shares of
Common Stock to be issued pursuant to the Norton Drilling Services 1989
Stock Option Plan. Also includes an indeterminate number of shares to
be issued pursuant to the anti-dilution provisions of such plans as
well as rights to purchase Common Stock pursuant to the Stockholder
Rights Plan dated February 26, 1999, between UTI Energy Corp. and
ChaseMellon Shareholder Services, LLC, as rights agent.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933 and based upon
the average of the high and low sales prices of a share of Common Stock
as reported by the American Stock Exchange, Inc. on August 24, 1999.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
UTI Energy Corp., a Delaware corporation (the "Registrant"), hereby
incorporates by reference into this Registration Statement the contents of its
Registration Statement No. 333-62853 on Form S-8 relating to the Registrants
Amended and Restated 1997 Long-Term Incentive Plan. In addition, the following
documents are hereby incorporated by reference in this Registration Statement:
1. The Annual Report on Form 10-K of Registrant, for the year ended
December 31, 1998;
2. The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1999 and June 30, 1999;
3. The Registrant's Current Report on Form 8-K dated March 4, 1999;
4. The Registrant's Current Report on Form 8-K dated August 10,
1999;
5. The description of the Registrant's common stock, $.001 par
value, contained in a registration statement on Form 8-A (filed on November 8,
1993), including any amendment or report filed for the purpose of updating such
description.
6. The description of the Registrant's stock purchase rights
contained in a registration statement on Form 8-A (filed on March 4, 1999),
including any amendment or report filed for the purpose of updating such
description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the
date of the filing hereof and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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<PAGE> 3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters in connection with the securities offered
hereby are being passed upon for the Registrant by Fulbright & Jaworski L.L.P.
("Fulbright"), Houston, Texas. Curtis W. Huff, a director of the Company, serves
as of-counsel to Fulbright.
ITEM 6. 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
Registrant's Certificate of Incorporation provides that the Registrant's
directors are not liable to the Registrant 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
Registrant the power to indemnify each officer and director of the Registrant
against liabilities and expenses incurred by reason of the fact that he is or
was an officer or director of the Registrant 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 Registrant and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The By-laws of the
Registrant provide for indemnification of each officer and director of the
Registrant to the fullest extent permitted by Delaware law.
Section 145 of the Delaware General Corporation Law also empowers
the Registrant to purchase and maintain insurance on behalf of any person who is
or was an officer or director of the Registrant against liability asserted
against or incurred by him in any such capacity, whether or not the Registrant
would have the power to indemnify such officer or director against such
liability under the provisions of Section 145. The Registrant maintains a
directors' and officers' liability policy for such purpose.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
3.1 Restated Certificate of Incorporation of the Registrant, as
amended, (incorporated by reference from Amendment No. 1 to the
Registrant's registration statement on Form S-4 No. 333-80095)).
3.2 Bylaws of the Registrant, as amended (incorporated by reference
from Amendment No. 1 to the Registrant's registration statement on
Form S-4 No. 333-80095)).
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<PAGE> 4
3.3 Rights Agreement dated as of February 26, 1999, between the
Registrant, and ChaseMellon Shareholder Services, L.L.C. as Rights
Agent (incorporated by reference to Exhibit 4.1 to the Company's
Current Report on Form 8-K dated February 26, 1999, filed with the
Securities and Exchange Commission on March 4, 1999).
3.4 Certificate of Designation, Powers, Preferences and Rights of
Series I Preferred Stock dated February 26, 1999 (incorporated by
reference to Exhibit 4.2 to the Registrant's Current Report on Form
8-K dated February 26, 1999, filed with the Securities and Exchange
Commission on March 4, 1999).
3.5 Form of Right Certificate (incorporated by reference to Exhibit 4.3
to the Registrant's Current Report on Form 8-K dated February 26,
1999, filed with the Securities and Exchange Commission on March 4,
1999).
4.1 See Exhibit Nos. 3.1 through 3.5 for provisions of the Restated
Certificate of Incorporation and amended By-laws of the Registrant
and other instruments 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 Registrant's Registration Statement on Form
S-1 (No. 33-69726)).
4.3 Registration Rights Agreement with Bear Stearns & Co. Inc. dated
March 25, 1994, as assigned to Remy Capital Partners III, L.P.
(incorporated by reference to Exhibit 10.17 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1993).
4.4 Stock Option Agreement dated as of December 19, 1995, between the
Registrant and Remy Consultants Incorporated (incorporated by
reference to Exhibit 2 to the Registrant's Amendment No. 1 to
Schedule 13D dated August 8, 1996).
4.5 Amended and Restated UTI Energy Corp. 1996 Employee Stock Option
Plan (incorporated by reference to Exhibit 4.6 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1997).
4.6 Warrant Agreement, dated April 11, 1997, by and between UTI Energy
Corp. and Southland Drilling Company, Ltd.(incorporated by
reference to Exhibit 10.1 to the Registrant's Current Report on
Form 8-K dated April 11, 1997).
4.7 Note Purchase Agreement dated April 11, 1997, by and among FWA
Drilling Company, Inc., International Petroleum Service Company,
Triad Drilling Company, Universal Well Services, Inc., USC,
Incorporated, Panther Drilling, Inc. and Canpartners Investments
IV, LLC (incorporated by reference to Schedule 13D relating to the
Registrant filed on April 22, 1997 by Canpartners Investments IV,
LLC, Canpartners Incorporated, Mitchell R. Julis, Joshua S.
Friedman and R. Christian B. Evensen)
4.8 Note dated April 11, 1997, payable by FWA Drilling Company, Inc.,
International Petroleum Service Company, Triad Drilling Company,
Universal Well Services, Inc., USC, Incorporated and Panther
Drilling, Inc. to Canpartners Investments IV, LLC.
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<PAGE> 5
(incorporated by reference to Exhibit 10.5 to the Registrant's
Current Report on Form 8-K dated April 11, 1997).
4.9 Warrant Agreement dated April 11, 1997, by and between UTI Energy
Corp. and Canpartners Investments IV, LLC.(incorporated by
reference to Exhibit 10.6 to the Registrant's Current Report on
Form 8-K dated April 11, 1997).
4.10 Warrant dated April 11, 1997, by and between UTI Energy Corp. and
Canpartners Investments IV, LLC. (incorporated by reference to
Exhibit 10.7 to the Registrant's Current Report on Form 8-K dated
April 11, 1997).
4.11 Registration Rights Agreement dated April 11, 1997, by and between
UTI Energy Corp. and Canpartners Investments IV, LLC. (incorporated
by reference to Exhibit 10.8 to the Registrant's Current Report on
Form 8-K dated April 11, 1997).
4.12 Amended and Restated UTI Energy Corp. Non-Employee Director Stock
Option Plan (incorporated by reference to Exhibit 4.18 to the
Registrant's Annual Report on Form 10-K for the year ended December
31, 1997).
4.13 1993 Non-Qualified Incentive Stock Option Plan (incorporated by
reference to Amendment No. 3 to the Registrant's Registration
Statement on Form S-1 (No. 33-69726)).
4.14 Amended and Restated 1997 Long-Term Incentive Plan (incorporated by
reference to Exhibit 4.2 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1997).
4.15* Amendment No. 1 to the UTI Energy Corp. Amended and Restated 1997
Long-Term Incentive Plan.
4.16 Form of Warrant to purchase an aggregate of 75,000 shares of Common
Stock at $26.50 per share, which was issued to the former
shareholders of Suits Enterprises, Inc. listed on such exhibit in
the amounts set forth opposite such former shareholder's name on
such exhibit (incorporated by reference from the Registrant's
Quarterly Report on Form 10-Q for the six months ended June 30,
1998).
4.17 Form of Warrant to purchase an aggregate of 25,000 shares of Common
Stock at $35.00 per share, which was issued to the former
shareholders of Suits Enterprises, Inc. listed on such exhibit in
the amounts set forth opposite such former shareholder's name on
such exhibit (incorporated by reference from the Registrant's
Quarterly Report on Form 10-Q for the six months ended June 30,
1998).
4.18 Form of Note Payable in the aggregate amount of $7.79 million,
which was issued to the former shareholders of Suits Enterprises,
Inc. listed on such exhibit in the amounts set forth opposite such
former shareholder's name on such exhibit (incorporated by
reference from the Registrant's Quarterly Report on Form 10-Q for
the six months ended June 30, 1998).
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4.19 Amended and Restated Loan and Security Agreement dated June 19,
1998, by and among FWA Drilling Company, Inc., International
Petroleum Service Company, Triad Drilling Company, Universal Well
Services, Inc., USC, Incorporated, the Registrant, UTICO, Inc.,
Panther Drilling, Inc., J.S.M. & Associates, Inc., Peterson
Drilling Company and Mellon Bank, N.A. (incorporated by reference
from the Registrant's Quarterly Report on Form 10-Q for the six
months ended June 30, 1998).
4.20 Amended and Restated Note dated June 19, 1998, by and among FWA
Drilling Company, Inc., International Petroleum Service Company,
Triad Drilling Company, Universal Well Services, Inc., USC,
Incorporated, the Registrant, UTICO, Inc., Panther Drilling, Inc.,
J.S.M. & Associates, Inc., Peterson Drilling Company and Mellon
Bank, N.A. (incorporated by reference from the Registrant's
Quarterly Report on Form 10-Q for the six months ended June 30,
1998).
4.21 Amended and Restated Subordination Agreement dated June 19, 1998,
by and among FWA Drilling Company, Inc., International Petroleum
Service Company, Triad Drilling Company, Universal Well Services,
Inc., USC, Incorporated, the Registrant, UTICO, Inc., Panther
Drilling, Inc., J.S.M. & Associates, Inc., Peterson Drilling
Company and Melon Bank, N.A. (incorporated by reference from the
Registrant's Quarterly Report on Form 10-Q for the six months ended
June 30, 1998).
4.22 Amended and Restated Contribution Agreement dated June 19, 1998, by
and among FWA Drilling Company, Inc., International Petroleum
Service Company, Triad Drilling Company, Universal Well Services,
Inc., USC, Incorporated, the Registrant, UTICO, Inc., Panther
Drilling, Inc., J.S.M. & Associates, Inc., Peterson Drilling
Company and Mellon Bank, N.A. (incorporated by reference from the
Registrant's Quarterly Report on Form 10-Q for the six months ended
June 30, 1998).
4.23 Third Amendment to Credit Agreement with Mellon Bank, dated June
30, 1999 (incorporated by reference from the Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1999.
4.24 Norton Drilling Services, Inc. 1997 Stock Option Plan (incorporated
by reference from the DSI Industries, Inc. Quarterly Report on Form
10-Q for the three months ended August 31, 1997).
4.25 Norton Drilling Services, Inc. 1989 Stock Option Plan (incorporated
by reference from the Diagnostic Sciences, Inc. Annual Report on
Form 10-K for the 1990 fiscal year).
5.1* Opinion of Fulbright & Jaworski L.L.P.
21.1* Subsidiaries of the Registrant. Incorporated by reference to
Exhibit 21.1 of the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1998.
23.1 Consent of Fulbright & Jaworski L.L.P. (contained in Exhibit 5.1).
23.2* Consent of Ernst & Young LLP.
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24.1 Power of Attorney (contained on the signature page hereto).
* Filed herewith.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant 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 of 1933;
(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 volume 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 Securities and Exchange 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 (1)(i) and (1)(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
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be
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<PAGE> 8
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 of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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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 Houston, State of Texas, on August 25, 1999.
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 John E. Vollmer, or
either 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 either 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 either 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.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Vaughn E. Drum President, Chief Executive Officer AUGUST 25, 1999
- ---------------------------------------- and Director
Vaughn E. Drum (Principal Executive Officer)
/s/ John E. Vollmer Senior Vice President and Chief AUGUST 25, 1999
- ---------------------------------------- Financial Officer
John E. Vollmer (Principal Financial Officer)
/s/ Bruce Sauers Vice President and AUGUST 25, 1999
- ---------------------------------------- Corporate Controller
Bruce Sauers (Principal Accounting Officer)
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Mark S. Siegel Chairman of the Board and AUGUST 25, 1999
- ---------------------------------------- Director
Mark S. Siegel
/s/ Kenneth N. Berns Director AUGUST 25, 1999
- ----------------------------------------
Kenneth N. Berns
/s/ Terry H. Hunt Director AUGUST 25, 1999
- ----------------------------------------
Terry H. Hunt
- ---------------------------------------- Director AUGUST __, 1999
Nadine C. Smith
- ---------------------------------------- Director AUGUST __, 1999
Robert B. Spears
- ---------------------------------------- Director AUGUST __, 1999
Curtis W. Huff
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
3.1 Restated Certificate of Incorporation of the Registrant, as amended.
(incorporated by reference from Amendment No. 1 to the Registrant's
registration statement on Form S-4 No. 333-80095)).
3.2 Bylaws of the Registrant, as amended (incorporated by reference from
Amendment No. 1 to the Registrant's registration statement on Form S-4
No. 333-80095)).
3.3 Rights Agreement dated as of February 26, 1999, between the Registrant,
and ChaseMellon Shareholder Services, L.L.C. as Rights Agent
(incorporated by reference to Exhibit 4.1 to the Company's Current
Report on Form 8-K dated February 26, 1999, filed with the Securities
and Exchange Commission on March 4, 1999).
3.4 Certificate of Designation, Powers, Preferences and Rights of Series I
Preferred Stock dated February 26, 1999 (incorporated by reference to
Exhibit 4.2 to the Registrant's Current Report on Form 8-K dated
February 26, 1999, filed with the Securities and Exchange Commission on
March 4, 1999).
3.5 Form of Right Certificate (incorporated by reference to Exhibit 4.3 to
the Registrant's Current Report on Form 8-K dated February 26, 1999,
filed with the Securities and Exchange Commission on March 4, 1999).
4.1 See Exhibit Nos. 3.1 through 3.5 for provisions of the Restated
Certificate of Incorporation and amended By-laws of the Registrant and
other instruments 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 Registrant's Registration Statement on Form S-1
(No. 33-69726)).
4.3 Registration Rights Agreement with Bear Stearns & Co. Inc. dated March
25, 1994, as assigned to Remy Capital Partners III, L.P. (incorporated
by reference to Exhibit 10.17 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1993).
4.4 Stock Option Agreement dated as of December 19, 1995, between the
Registrant and Remy Consultants Incorporated (incorporated by reference
to Exhibit 2 to the Registrant's Amendment No. 1 to Schedule 13D dated
August 8, 1996).
4.5 Amended and Restated UTI Energy Corp. 1996 Employee Stock Option Plan
(incorporated by reference to Exhibit 4.6 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1997).
4.6 Warrant Agreement, dated April 11, 1997, by and between UTI Energy
Corp. and Southland Drilling Company, Ltd.(incorporated by reference to
Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated April
11, 1997).
4.7 Note Purchase Agreement dated April 11, 1997, by and among FWA Drilling
Company, Inc., International Petroleum Service Company, Triad Drilling
Company, Universal Well
</TABLE>
<PAGE> 12
<TABLE>
<S> <C>
Services, Inc., USC, Incorporated, Panther Drilling, Inc. and
Canpartners Investments IV, LLC (incorporated by reference to Schedule
13D relating to the Registrant filed on April 22, 1997 by Canpartners
Investments IV, LLC, Canpartners Incorporated, Mitchell R. Julis,
Joshua S. Friedman and R. Christian B. Evensen)
4.8 Note dated April 11, 1997, payable by FWA Drilling Company, Inc.,
International Petroleum Service Company, Triad Drilling Company,
Universal Well Services, Inc., USC, Incorporated and Panther Drilling,
Inc. to Canpartners Investments IV, LLC. (incorporated by reference to
Exhibit 10.5 to the Registrant's Current Report on Form 8-K dated April
11, 1997).
4.9 Warrant Agreement dated April 11, 1997, by and between UTI Energy Corp.
and Canpartners Investments IV, LLC.(incorporated by reference to
Exhibit 10.6 to the Registrant's Current Report on Form 8-K dated April
11, 1997).
4.10 Warrant dated April 11, 1997, by and between UTI Energy Corp. and
Canpartners Investments IV, LLC. (incorporated by reference to Exhibit
10.7 to the Registrant's Current Report on Form 8-K dated April 11,
1997).
4.11 Registration Rights Agreement dated April 11, 1997, by and between UTI
Energy Corp. and Canpartners Investments IV, LLC. (incorporated by
reference to Exhibit 10.8 to the Registrant's Current Report on Form
8-K dated April 11, 1997).
4.12 Amended and Restated UTI Energy Corp. Non-Employee Director Stock
Option Plan (incorporated by reference to Exhibit 4.18 to the
Registrant's Annual Report on Form 10-K for the year ended December 31,
1997).
4.13 1993 Non-Qualified Incentive Stock Option Plan (incorporated by
reference to Amendment No. 3 to the Registrant's Registration Statement
on Form S-1 (No. 33-69726)).
4.14 Amended and Restated 1997 Long-Term Incentive Plan (incorporated by
reference to Exhibit 4.2 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1997).
4.15* Amendment No. 1 to the UTI Energy Corp. Amended and Restated 1997
Long-Term Incentive Plan.
4.16 Form of Warrant to purchase an aggregate of 75,000 shares of Common
Stock at $26.50 per share, which was issued to the former shareholders
of Suits Enterprises, Inc. listed on such exhibit in the amounts set
forth opposite such former shareholder's name on such exhibit
(incorporated by reference from the Registrant's Quarterly Report on
Form 10-Q for the six months ended June 30, 1998).
4.17 Form of Warrant to purchase an aggregate of 25,000 shares of Common
Stock at $35.00 per share, which was issued to the former shareholders
of Suits Enterprises, Inc. listed on such exhibit in the amounts set
forth opposite such former shareholder's name on such
</TABLE>
<PAGE> 13
<TABLE>
<S> <C>
exhibit (incorporated by reference from the Registrant's Quarterly
Report on Form 10-Q for the six months ended June 30, 1998).
4.18 Form of Note Payable in the aggregate amount of $7.79 million, which
was issued to the former shareholders of Suits Enterprises, Inc. listed
on such exhibit in the amounts set forth opposite such former
shareholder's name on such exhibit (incorporated by reference from the
Registrant's Quarterly Report on Form 10-Q for the six months ended
June 30, 1998).
4.19 Amended and Restated Loan and Security Agreement dated June 19, 1998,
by and among FWA Drilling Company, Inc., International Petroleum
Service Company, Triad Drilling Company, Universal Well Services, Inc.,
USC, Incorporated, the Registrant, UTICO, Inc., Panther Drilling, Inc.,
J.S.M. & Associates, Inc., Peterson Drilling Company and Mellon Bank,
N.A. (incorporated by reference from the Registrant's Quarterly Report
on Form 10-Q for the six months ended June 30, 1998).
4.20 Amended and Restated Note dated June 19, 1998, by and among FWA
Drilling Company, Inc., International Petroleum Service Company, Triad
Drilling Company, Universal Well Services, Inc., USC, Incorporated, the
Registrant, UTICO, Inc., Panther Drilling, Inc., J.S.M. & Associates,
Inc., Peterson Drilling Company and Mellon Bank, N.A. (incorporated by
reference from the Registrant's Quarterly Report on Form 10-Q for the
six months ended June 30, 1998).
4.21 Amended and Restated Subordination Agreement dated June 19, 1998, by
and among FWA Drilling Company, Inc., International Petroleum Service
Company, Triad Drilling Company, Universal Well Services, Inc., USC,
Incorporated, the Registrant, UTICO, Inc., Panther Drilling, Inc.,
J.S.M. & Associates, Inc., Peterson Drilling Company and Melon Bank,
N.A. (incorporated by reference from the Registrant's Quarterly Report
on Form 10-Q for the six months ended June 30, 1998).
4.22 Amended and Restated Contribution Agreement dated June 19, 1998, by and
among FWA Drilling Company, Inc., International Petroleum Service
Company, Triad Drilling Company, Universal Well Services, Inc., USC,
Incorporated, the Registrant, UTICO, Inc., Panther Drilling, Inc.,
J.S.M. & Associates, Inc., Peterson Drilling Company and Mellon Bank,
N.A. (incorporated by reference from the Registrant's Quarterly Report
on Form 10-Q for the six months ended June 30, 1998).
4.23 Third Amendment to Credit Agreement with Mellon Bank, dated June 30,
1999 (incorporated by reference from the Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1999.
4.24 Norton Drilling Services, Inc. 1997 Stock Option Plan (incorporated by
reference from the DSI Industries, Inc. Quarterly Report on Form 10-Q
for the three months ended August 31, 1997).
4.25 Norton Drilling Services, Inc. 1989 Stock Option Plan (incorporated by
reference from the Diagnostic Sciences, Inc. Annual Report on Form 10-K
for the 1990 fiscal year).
5.1* Opinion of Fulbright & Jaworski L.L.P.
</TABLE>
<PAGE> 14
<TABLE>
<S> <C>
21.1* Subsidiaries of the Registrant. Incorporated by reference to Exhibit
21.1 of the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998.
23.1 Consent of Fulbright & Jaworski L.L.P. (contained in Exhibit 5.1).
23.2* Consent of Ernst & Young LLP.
24.1 Power of Attorney (contained on the signature page hereto).
</TABLE>
* Filed herewith
<PAGE> 1
Exhibit 4.15
AMENDMENT NO. 1 TO THE UTI ENERGY CORP.
AMENDED AND RESTATED 1997 LONG-TERM INCENTIVE PLAN
ADOPTED BY THE BOARD OF DIRECTORS ON APRIL 26, 1999
RESOLVED, that an amendment (the "1997 Amendment") to the Company's
Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), to
increase the number of shares authorized for issuance under the 1997 Plan by
900,000 is hereby authorized, ratified and approved;
<PAGE> 1
EXHIBIT 5.1
[LETTERHEAD OF FULBRIGHT & JAWORSKI L.L.P.]
August 25, 1999
UTI Energy Corp.
16800 Greenspoint Park
Suite 225N
Houston, Texas 77060
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, as amended, of 1,002,879 shares of the Company's common stock, $.001 par
value (the "Shares"). Of the Shares, 900,000 shares (the "1997 Plan Shares") are
to be offered upon the terms and subject to the conditions of the Company's
Amended and Restated 1997 Long-Term Incentive Plan, as amended (the "1997
Plan"), 101,826 shares (the "Norton 1997 Plan Shares") are to be offered upon
the terms and subject to the conditions set forth in the Norton Drilling
Services, Inc. 1997 Stock Option Plan (the "Norton 1997 Plan"), and 1,053 shares
(the "Norton 1989 Plan Shares") are to be offered upon the terms and subject to
the conditions set forth in Norton Drilling Services, Inc. 1989 Stock Option
Plan (the "Norton 1989 Plan").
In connection therewith, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the Restated
Certificate of Incorporation of the Company, as amended, the Bylaws of the
Company, as amended, the 1997 Plan, the Norton 1997 Plan and the Norton 1989
Plan, the records of relevant 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
also have examined the Company's Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission with respect to the Shares.
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 1997 Plan Shares
have been duly and validly authorized for issuance and, when issued in
accordance with the terms of the 1997 Plan, will be duly and validly issued,
fully paid and nonassessable; (ii) the Norton 1997 Plan Shares have been duly
and validly authorized for issuance and, when issued in accordance with the
terms of the Norton 1997 Plan, will be duly and validly issued, fully paid and
nonassessable; and (iii) the Norton 1989 Plan Shares have been duly and validly
authorized for issuance and, when issued in accordance with the terms of the
Norton 1989 Plan, will be duly and validly issued, fully paid and nonassessable;
<PAGE> 2
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 "Item 5.
Interests of Named Experts and Counsel" in the Registration Statement.
Very truly yours,
/s/ Fulbright & Jaworski L.L.P.
Fulbright & Jaworski L.L.P.
<PAGE> 1
EXHIBIT 21.1
UTI ENERGY CORP.
LIST OF SUBSIDIARIES
UTICO, Inc. Delaware Corporation
SUITS Drilling Company Oklahoma Corporation
UTI Management Services, L.P. Texas Limited Partnership
UTI Drilling, L.P. Texas Limited Partnership
UTICO Hard Rock Boring, Inc. Delaware Corporation
International Petroleum Service Company Pennsylvania Corporation
Universal Well Services, Inc. Delaware Corporation
Norton Drilling Services, Inc. Delaware Corporation
Norton Drilling Company Delaware Corporation
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 registering 1,002,879 shares of common stock) pertaining to the Amended and
Restated 1997 Long-Term Incentive Plan, Norton Drilling Services, Inc. 1997
Stock Option Plan and Norton Drilling Services, Inc. 1989 Stock Option Plan of
our report dated February 18, 1999, 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, 1998, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young L.L.P.
ERNST & YOUNG L.L.P.
Houston, Texas
August 24, 1999
