<PAGE> 1
As filed with the Securities and Exchange Commission On July 28, 2000
Registration Number 333-
_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
UTI ENERGY CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 23-2037823
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
16800 GREENSPOINT PARK DRIVE, SUITE 225N
HOUSTON, TEXAS 77060
(281) 873-4111
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
VAUGHN E. DRUM
PRESIDENT AND CHIEF EXECUTIVE OFFICER
UTI ENERGY CORP.
16800 GREENSPOINT PARK DRIVE, SUITE 225N
HOUSTON, TEXAS 77060
(281) 873-4111
(Name, address, including zip code, and telephone number including
area code, of agent for service)
Copy to:
MICHAEL W. CONLON
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: From time to
time after this registration statement becomes effective, subject
to market conditions and other factors.
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. [X]
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. [ ]
================================================================================
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED OFFERING PRICE PER AGGREGATE REGISTRATION FEE
SHARE AND PER OPTION OFFERING PRICE
(1)
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.001 1,150,000 $36.13 $41,549,500 $10,970
per share
Options to purchase 78,000 78,000 $36.13 $ 2,818,140 $744
shares of Common Stock, par value
$.001 per share
78,000 shares of Common Stock,
par value $.001 per share
Preferred Stock Purchase
Rights(2)
===================================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee. The
exercise price for the Common Stock issuable upon exercise of the options
is $1.90 per share. The proposed maximum offering price for the options,
which was calculated pursuant to Rule 457(c), includes the exercise price
of $1.90. No separate consideration will be received for the Preferred
Stock Purchase Rights.
(2) Until the Distribution Date (as defined in "Preferred Stock Purchase
Rights"), the Preferred Stock Purchase Rights trade with and are
represented by the certificates for the Common Stock.
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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE> 2
1,150,000 SHARES OF COMMON STOCK
OF
UTI ENERGY CORP.
AND
OPTIONS TO PURCHASE
78,000 SHARES OF COMMON STOCK
AND
THE 78,000 SHARES OF COMMON STOCK ISSUABLE
UPON EXERCISE OF THE OPTIONS
----------
This Prospectus relates to the offer and sale of:
o 1,150,000 shares of common stock of UTI
o options of UTI Energy Corp. to purchase up to 78,000 shares of
common stock of UTI
o the 78,000 shares of common stock purchased on exercise of the
options
The common stock and the options and the common stock issued upon
exercise of the options will not be sold by UTI. We will not receive any
proceeds from the sales. We will receive proceeds of $1.90 per share for each
share of common stock issued upon exercise of the options.
Our common stock is listed on the American Stock Exchange under the
symbol "UTI". The closing price on July 24, 2000, as reported on the American
Stock Exchange was $34.69 per share.
Our principal executive office is located at 16800 Greenspoint Park
Drive, Suite 225N, Houston, Texas 77060 and the telephone number is
(281) 873-4111.
----------
FOR INFORMATION CONCERNING CERTAIN RISKS RELATING TO AN INVESTMENT IN UTI
COMMON STOCK, SEE "RISK FACTORS" BEGINNING ON PAGE 3.
----------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
REGULATOR HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
July 28, 2000
<PAGE> 3
CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
About this Prospectus....................................................................................1
About UTI................................................................................................1
Recent Developments......................................................................................1
Forward-Looking Statements...............................................................................2
Risk Factors.............................................................................................3
Use of Proceeds..........................................................................................8
Description of Options...................................................................................8
Description of Preferred Stock Purchase Rights..........................................................10
Selling Securityholders.................................................................................11
Plan of Distribution....................................................................................11
Validity of Securities..................................................................................12
Experts.................................................................................................12
Where You Can Find More Information.....................................................................12
Incorporation of Certain Documents by Reference.........................................................12
</TABLE>
-i-
<PAGE> 4
ABOUT THIS PROSPECTUS
This Prospectus is part of a registration statement that we have filed
with the Securities and Exchange Commission using a "shelf" registration
process. The registration statement covers the sale of:
o 1,150,000 shares (the "Shares") of common stock, $.001 par value, of
UTI (the "Common Stock")
o options to purchase 78,000 shares of Common Stock at an exercise
price of $1.90 per share (the "Options")
o Common Stock issued upon exercise of the Options
Under the shelf process, the holders of the Shares may sell the Common
Stock from time to time. Also, under the shelf process the holders of the
Options may sell all or part of the Options from time to time. They may also
exercise all or part of the Options and sell the Common Stock issued to them
from time to time.
Please carefully read this Prospectus together with the additional
information described under the heading "Where You Can Find More Information".
ABOUT UTI
UTI Energy Corp. is a leading provider of onshore contract drilling
services to exploration and production companies. UTI operates one of the
largest land drilling rig fleets in North America. UTI's drilling rigs currently
operate in the oil and natural gas producing basins of:
o Colorado o Utah
o Texas o Wyoming
o Louisiana o Alberta, Canada
o Oklahoma o Saskatchewan, Canada
o New Mexico o British Columbia, Canada
UTI has a fleet of 140 land drilling rigs that are well suited to the
requirements of its markets. UTI also provides pressure pumping services in the
Appalachian Basin. UTI operates principally in two business segments:
o land drilling
o pressure pumping
Our principal executive offices are located at 16800 Greenspoint Park
Drive, Suite 225N, Houston, Texas 77060; telephone number: (281) 873-4111.
RECENT DEVELOPMENTS
CANADIAN ACQUISITION
On May 5, 2000, UTI, through a wholly-owned subsidiary, purchased
assets of Phelps Drilling International, Ltd. and related companies. UTI
borrowed funds under its revolving credit facility and paid US $29.6 million
(Cd. $44.3 million) for the assets, including 14 drilling rigs, of the
Calgary-based company. Phelps operates drilling rigs in the provinces of
Alberta, Saskatchewan and British Columbia.
-1-
<PAGE> 5
FORWARD-LOOKING STATEMENTS
Statements in this document and the documents incorporated by reference
that relate to matters that are not historical facts are "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. When used in this document
and the documents incorporated by reference, words such as "anticipate",
"believe", "could", "estimate", "expect", "intend", "may", "plan", "predict",
"project", "will" and similar expressions are intended to identify
forward-looking statements. You should be aware that these forward-looking
statements are only our predictions, and we cannot guarantee any such outcomes.
Future events and actual results may differ materially from the results set
forth in or implied in the forward-looking statements.
UTI believes that the expectations reflected in these forward-looking
statements are reasonable. However, UTI cannot give any assurance that such
expectations will materialize. These forward-looking statements are subject to:
o risks
o uncertainties
o assumptions
If any of these risks or uncertainties materialize or any assumptions
prove to be incorrect, actual results of current and future operations may not
be as expected. Therefore, readers should not place undue reliance on these
forward-looking statements. These forward-looking statements speak only as of
their dates.
Among the factors that will directly affect UTI are:
o changes in the prices of oil and natural gas
o the volatility of the contract drilling service industry in general
o UTI's ability to successfully integrate recent acquisitions
o presence of competitors with greater financial resources
o labor shortages
o contractual risk associated with turnkey and footage contracts
o operating risks inherent in the contract drilling service industry,
such as blowouts, explosions, cratering, sour gas, well fires and
spills
o domestic and world-wide political stability and economic growth
o risks associated with UTI's successful execution of internal
operating plans
o regulatory uncertainties
o legal proceedings
o drill pipe shortages
o exposure to environmental liabilities
o currency risk factors
-2-
<PAGE> 6
RISK FACTORS
You should carefully consider the following risk factors and all of the
other information set forth or incorporated by reference in this Prospectus and
any applicable Prospectus Supplement before you purchase any of UTI's
securities. This Prospectus, any applicable Prospectus Supplement and the
documents incorporated by reference contain forward-looking statements which
involve risks and uncertainties. UTI's actual results could differ materially
from those anticipated in these forward-looking statements as a result of
certain factors. Those factors include those set forth in the following risk
factors and elsewhere in this Prospectus, any applicable Prospectus Supplement
and the documents incorporated by reference into this document. See
"Forward-Looking Statements."
RISKS RELATED TO UTI'S BUSINESS GENERALLY
WE DEPEND ON THE VOLATILE OIL AND NATURAL GAS INDUSTRY
Demand and prices for UTI's services depend upon the level of activity
in the onshore oil and natural gas exploration and production industry in the
United States and Canada, which in turn depends upon:
o the level of oil and natural gas prices
o expectations about future oil and natural gas prices
o the cost of exploring for, producing and delivering oil and natural
gas
o the level and price of foreign imports of oil and natural gas
o the discovery rate of new oil and natural gas reserves
o available pipeline and other oil and natural gas transportation
capacity
o worldwide weather conditions
o international political, military, regulatory and economic
conditions
o the ability of oil and natural gas companies to raise capital
The level of drilling activity in the onshore oil and natural gas
exploration and production industry in the United States and Canada has been
volatile and continues to be influenced by numerous factors over which UTI has
no control, including the ability of the Organization of Petroleum Exporting
Countries ("OPEC") to set and maintain production levels and prices. UTI cannot
assure that current levels of oil and natural gas exploration activities in
UTI's markets will continue or that demand for UTI's services will correspond to
the level of activity in the industry. Further, any material changes in the
demand for or supply of oil or natural gas could materially impact the demand
for UTI's services. Prices for oil and natural gas are expected to continue to
be volatile and to affect the demand for and pricing of UTI's services. A
material decline in oil or natural gas prices or industry activity in the United
States could have a material adverse effect on UTI's results of operations and
financial condition.
FUTURE MARKET CONDITIONS AND SOFT DEMAND FOR LAND CONTRACT DRILLING SERVICES MAY
ADVERSELY AFFECT OUR RESULTS
Until recently, the United States and Canadian land drilling industry
was adversely affected for many years by an oversupply of drilling rigs and a
large number of drilling contractors. These conditions resulted in depressed
dayrates and substantial competition for available contracts. Although the
United States and Canadian land drilling market has recently improved, future
declines in demand, ongoing movement or reactivation of onshore drilling rigs or
new construction of drilling rigs could adversely affect rig utilization rates
and pricing, even in an environment of stronger oil and natural gas prices and
increased drilling activity. UTI cannot predict either the future level of
demand for its contract drilling services or future conditions in the land
contract drilling services industry. UTI's result of operations and financial
condition could be materially adversely affected by any significant decreases in
demand for, or the prices received for, UTI's services.
-3-
<PAGE> 7
WE MAY NOT CONTINUE STRATEGIC ACQUISITIONS
UTI's growth has been enhanced materially by strategic acquisitions
that have substantially increased UTI's drilling rig fleet. While UTI believes
that the land drilling industry is highly fragmented and that significant
acquisition opportunities are available, UTI cannot assure that suitable
acquisition candidates can be found. In addition, UTI faces increased
competition from other companies for available acquisition opportunities. If the
prices paid by buyers of drilling rigs continue to rise, UTI may find fewer
acceptable acquisition opportunities. UTI may elect or be required to incur
substantial indebtedness to finance future acquisitions and also may issue
equity securities or convertible securities in connection with such
acquisitions. UTI's results of operations and financial condition could be
significantly burdened by additional debt service requirements. In addition, the
issuance of additional equity or convertible securities could result in
additional dilution to stockholders and result in significant additional shares
available for resale. Also, UTI cannot assure that:
o it will successfully integrate acquired operations and assets
o it will be able to manage effectively the growth and increased size
o it will be successful in deploying idle or stacked rigs acquired by
it
o it will be able to maintain the crews and market share attributable
to operating drilling rigs acquired by UTI
Any failure by UTI to successfully effect and implement its acquisition strategy
could have a material adverse effect on UTI's future results of operations and
financial condition.
WE OPERATE IN A HIGHLY COMPETITIVE INDUSTRY WITH EXCESS CAPACITY, WHICH MAY
ADVERSELY AFFECT OUR RESULTS
The land drilling and well servicing industry is:
o highly fragmented
o intensely competitive
o cyclical
Since 1982, the decline and continued instability in oil and natural
gas prices has severely impacted the land drilling business. These depressed
economic conditions have reduced the number of competitors and reduced the
number of rigs available. However, the supply of available rigs, particularly in
the United States land markets, still exceeds the demand for those rigs. This
excess capacity has resulted in substantial competition. Competition for
services in a particular market is based on:
o price of service
o location of available equipment
o type of available equipment
o condition of available equipment
o quality of service
In addition, drilling rigs are mobile and can be moved from one market
to another in response to market conditions.
UTI believes that price competition for drilling contracts will
continue for the foreseeable future due to the existence of available idle rigs
and the need of many of its competitors to maintain market share to service
debt. Some of UTI's competitors have greater financial resources than UTI, which
may enable them to:
o better withstand industry downturns
o compete more effectively on the basis of price
o acquire existing rigs or build new rigs
-4-
<PAGE> 8
WE FACE LABOR SHORTAGES
Increases in domestic drilling demand and increases in contract
drilling activity have reduced the number of qualified drilling rig personnel in
the industry. These shortages make it more difficult for UTI and other
contractors to return stacked rigs to the market and to retain crews. If UTI is
unable to attract and retain sufficient qualified personnel, its ability to
market and operate its active drilling rigs and return its 17 currently stacked
rigs to the market will be restricted. This could have a material adverse effect
on UTI's results of operations. Further, wage rates of qualified rig crews have
begun to rise in the land drilling industry in response to the increasing number
of active rigs in service. Continuing wage increases could reduce UTI's
operating margins and results of operations.
WE INCUR CERTAIN RISKS ASSOCIATED WITH FOOTAGE AND TURNKEY CONTRACTS
UTI performs drilling services pursuant to footage and turnkey drilling
contracts. In a footage contract, UTI undertakes to drill a well to a specified
depth at a fixed price per foot of hole. In a turnkey contract, UTI undertakes
to drill a well to a specified depth for a fixed price. Turnkey contracts are
pursued on a limited basis because of the degree of risks involved. UTI
enters into footage and turnkey contracts in situations where UTI possesses
experience and expertise in the geological and operational aspect of the
project.
Footage and turnkey contracts have the following characteristics that
are not normally found under dayrate contracts:
o UTI must bear the cost of performing the drilling services until the
target depth is reached
o UTI must make significant cash commitments
o UTI generally furnishes more services including testing, coring and
casing the hole and other services
o UTI earns compensation upon completion of the well to the specified
depth
o UTI bears the cost of unanticipated downhole problems and other cost
overruns
For the year ended December 31, 1999, UTI completed wells under all
three types of contracts as the following table shows:
<TABLE>
<CAPTION>
Percentage of Completed Wells
-----------------------------
<S> <C>
Dayrate 50%
Footage 31%
Turnkey 19%
</TABLE>
UTI cannot assure that it will not incur losses on footage and turnkey
contracts in the future.
THE NATURE OF OUR OPERATIONS PRESENT INHERENT RISKS OF LOSS AND OPERATING
HAZARDS WHICH, IF NOT INSURED OR INDEMNIFIED AGAINST, COULD ADVERSELY AFFECT OUR
RESULTS
UTI's drilling operations and fleet are subject to the many hazards of
the onshore drilling industry. Among other things, those hazards include:
-5-
<PAGE> 9
o blowouts
o explosions
o cratering
o sour gas
o well fires
o spills
These hazards can result in:
o personal injury
o loss of life
o severe damage to or destruction of property and equipment
o environmental damage
o suspension of operations
UTI maintains insurance protection as management deems appropriate.
Such insurance coverage, however, may not provide sufficient funds in all
situations to protect UTI from all liabilities that could result from its
operations. Also, claims will be subject to various retentions and deductibles.
UTI generally seeks to obtain indemnity agreements from its customers.
The indemnity agreements require the customers to hold UTI harmless in the event
of loss of production or reservoir damage. This contractual indemnification may
not be supported by adequate insurance maintained by the customer.
UTI's operations and financial condition could be damaged by the
occurrence of a significant event not fully insured or indemnified against or
the failure of a customer to meet its indemnification obligation. Moreover, UTI
may not always be able to secure insurance at reasonable rates.
WE MAY FACE A SHORTAGE OF DRILL PIPE
Although UTI is not currently experiencing shortages in drill pipe,
UTI has experienced shortages before which it believes could reoccur. UTI
currently has an inventory of spare drill pipe which UTI believes is sufficient
to supply its fleet based upon its current size and level of operations. UTI
cannot assure, however, that any continued expansion caused by its
implementation of its growth strategy will not require UTI to increase its
capital expenditures with respect to drill pipe and other equipment. Any
significant delays in UTI obtaining drill pipe, or the inability of UTI to
acquire drill pipe at prices that can be fully passed on to the customer through
higher prices, could have a material adverse effect on UTI's results of
operations and financial condition.
EXPOSURE TO ENVIRONMENTAL LIABILITIES COULD ADVERSELY AFFECT OUR RESULTS OF
OPERATIONS
UTI's activities are subject to existing environmental laws and
regulations at the federal, state and local level. UTI does not anticipate that
compliance with existing environmental laws and regulations will have a material
adverse effect upon its operations, capital expenditures or earnings in the
foreseeable future. UTI cannot predict what effect the following could have
upon its operations, capital expenditures or earnings:
o additional regulation or legislation
o changes in enforcement policies or practices
o claims for damages to property and the environment
UTI's operations routinely involve the handling of various materials,
including hazardous materials. UTI's operations and facilities are subject to
numerous state and federal environmental laws, rules and regulations, including
but not limited to, laws concerning:
-6-
<PAGE> 10
o containment and disposal of hazardous materials, oilfield waste,
other waste materials and acids
o use of underground storage tanks
Environmental laws have generally become more restrictive in recent
years. In addition, environmental laws and regulations may impose strict
liability. If UTI is determined to be strictly liable, UTI could be responsible
for clean up costs, even if the situation resulted from:
o previous conduct of UTI that was lawful at the time conducted
o improper conduct of or conditions caused by previous property owners
or other persons not associated with UTI
From time to time, parties may make claims and bring litigation against
UTI under these laws. These claims and related costs could be substantial and
could have a material adverse effect on UTI's financial condition. However, this
has not happened in the past.
While UTI has generally been able to obtain some degree of contractual
indemnification from its customers in most of its dayrate drilling contracts
against pollution and environmental damages, UTI cannot assure that:
o such indemnification will be enforceable in all instances
o the customer will be financially able in all cases to comply with
its indemnity obligations
o UTI will be able to obtain such indemnification agreements in the
future
No such indemnification is typically available for footage or turnkey
contracts.
UTI also maintains insurance coverage against certain environmental
liabilities, including pollution caused by sudden and accidental oil spills. UTI
cannot assure that this insurance will continue to be available or carried by
UTI or, if available and carried, will be adequate to cover UTI's liability in
all circumstances.
WE ARE SUBJECT TO CURRENCY RISK FACTORS
With the Phelps Drilling acquisition we conduct some business in
Canadian dollars. The exchange rate between Canadian dollars and U.S. Dollars
has fluctuated over the last ten years. If the value of the Canadian dollar
against the U.S. dollar weakens, revenues and earnings of our Canadian
operations will be reduced when they are translated to U.S. dollars. Also the
value of our Canadian net assets in U.S. dollars may decline.
OTHER RISKS RELATED TO UTI
UTI, AS A HOLDING COMPANY, DEPENDS ON ITS SUBSIDIARIES TO MEET ITS FINANCIAL
OBLIGATIONS
We are a holding company with no significant assets other than the
stock of our subsidiaries. In order to meet our financial needs, we will rely
exclusively on cash flow from our subsidiaries.
EXISTING DIVIDEND POLICIES AND CONTRACTUAL RESTRICTIONS LIMIT OUR ABILITY TO PAY
DIVIDENDS
As part of our policy, UTI has not paid any dividends on any Common
Stock. We do not anticipate that we will pay any dividends on the Common Stock
in the foreseeable future. In addition, UTI has agreed to certain limitations on
the payment of dividends.
-7-
<PAGE> 11
PROVISIONS OF OUR ORGANIZATIONAL DOCUMENTS MAY DETER A CHANGE OF CONTROL
TRANSACTION AND DECREASE THE LIKELIHOOD OF A SHAREHOLDER RECEIVING A CHANGE OF
CONTROL PREMIUM
UTI's Board of Directors is divided into three classes of directors,
with each class serving a staggered three-year term. In addition, our board of
directors has the authority to issue up to 5,000,000 shares of preferred stock
and to determine the price, rights (including voting rights), conversion ratios,
preferences and privileges of that stock without further vote or action by the
holders of the Common Stock. Although we have no present plans to issue shares
of preferred stock, the classified board and the Board's ability to issue
additional shares of preferred stock may discourage, delay or prevent changes in
control of UTI that are not approved by the Board of Directors, thereby possibly
preventing certain UTI stockholders from realizing a possible premium on their
shares.
THE ABSENCE OF A PUBLIC MARKET FOR THE OPTIONS COULD LIMIT A PURCHASER'S ABILITY
TO RESELL THEM
There is no established trading market for the Options and UTI does not
believe a trading market for the Options will ever exist.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the Shares, the
Options or the Common Stock issuable upon exercise of the Options by the holders
thereof.
We will use the net proceeds from the exercise of the Options for
general corporate purposes. If all of the Options are exercised the aggregate
proceeds to us would be only $148,200.
DESCRIPTION OF OPTIONS
The terms of the Options are set forth in an Amended and Restated Stock
Option Agreement dated as of December 19, 1995 (the "Remy Option Agreement"),
between UTI and Remy Investors and Consultants Incorporated ("Remy") and an
Amended and Restated Stock Option Agreement dated as of December 19, 1995 (the
"Berns Option Agreement"), between UTI and Kenneth N. Berns. The two agreements
are virtually identical except for the number of options granted thereunder and
are referred to as the "Option Agreements". The following description of the
Options and the Option Agreements is only a summary. You should review the
entire Option Agreements which are exhibits to the Registration Statement of
which this Prospectus is a part.
The Options are exercisable at any time on or before December 18, 2000.
The exercise price is $1.90 per share. The Options may be exercised in full or
in part by delivery of a written notice to UTI setting forth the number of
shares of Common Stock with respect to which the Option is being exercised,
together with payment by check payable to UTI in the amount of the aggregate
exercise price.
If UTI effects a subdivision or consolidation of shares or other
capital adjustment of, or the payment of a dividend in capital stock or other
equity securities of UTI on, its Common Stock, or other increase or reduction of
the number of shares of the Common Stock without receiving consideration
therefor in money, services, or property, or the reclassification of its Common
Stock, in whole or in part, into other equity securities of UTI, then the
number, class and per share price of shares of stock subject to the Options
shall be appropriately adjusted (or in the case of the issuance of equity
securities as a dividend on, or in a reclassification of, the Common Stock, the
Option shall extend to such other securities) in such a manner as to entitle the
holder to receive, upon exercise of the Option, for the same aggregate cash
compensation, the same total number and class or classes of shares (or in the
case of a dividend of, or reclassification into, other equity securities, such
other securities) it would have held after such adjustment if the holder had
exercised the Options in full immediately prior to the event requiring the
adjustment. Comparable rights shall accrue in the event of successive
subdivisions, consolidations, capital adjustments, dividends or
reclassifications of the character described above.
-8-
<PAGE> 12
If UTI distributes to all holders of its shares of Common Stock
(including any such distribution made to non-dissenting stockholders in
connection with a consolidation or merger in which UTI is the surviving
corporation and in which holders of shares of Common Stock continue to hold
shares of Common Stock after such merger or consolidation) evidences of
indebtedness or cash or other assets (other than cash dividends payable out of
consolidated retained earnings not in excess of, in any one year period, the
greater of (a) $.10 per share of Common Stock and (b) two times the aggregate
amount of dividends per share paid during the preceding calendar year and
dividends or distributions payable in shares of Common Stock or other equity
securities of UTI described in the immediately preceding paragraph), then in
each case the exercise price of the Options shall be adjusted by reducing the
exercise price in effect immediately prior to the record date for the
determination of stockholders entitled to receive such distribution by the fair
market value, as determined in good faith by the Board of Directors of UTI of
the portion of the evidence of indebtedness or cash or other assets so to be
distributed applicable to one share of Common Stock; provided that in no event
shall the exercise price be less than the par value of a share of Common Stock.
After UTI makes a tender offer for, or grants to all of its holders of
its shares of Common Stock the right to require UTI to acquire from such
stockholders shares of, Common Stock, at a price in excess of the current market
price (a "Put Right") or UTI shall grant to all of its holders of its shares of
Common Stock the right to acquire shares of Common Stock for less than the
exercise price (the "Exercise Right") then, in the case of a Put Right, the
exercise price shall be adjusted by multiplying the exercise price in effect
immediately prior to the record date for the determination of stockholders
entitled to receive such Put Right by a fraction, the numerator of which shall
be the number of shares of Common Stock then outstanding minus the number of
shares of Common Stock which could be purchased at the current market price for
the aggregate amount which would be paid if all Put Rights are exercised and the
denominator of which is the number of shares of Common Stock which would be
outstanding if all Put Rights are exercised; and, in the case of a Purchase
Right, the exercise price shall be adjusted by multiplying the exercise price in
effect immediately prior to the record date for the determination of the
stockholders entitled to receive such Purchase Right by a fraction, the
numerator of which shall be the number of shares of Common Stock then
outstanding plus the number of shares of Common Stock which could be purchased
at the current market price for the aggregate amount which would be paid if all
Purchase Rights are exercised and the denominator of which is the number of
shares of Common Stock which would be outstanding if all Purchase Rights are
exercised. In addition, the number of shares subject to the Options shall be
increased by multiplying the number of shares then subject to the Options by a
fraction which is the inverse of the fraction used to adjust the exercise price.
If any such Put Rights or Purchase Rights shall terminate without being
exercised, the exercise price and number of shares subject to the Options shall
be appropriately readjusted to reflect the exercise price and number of shares
subject to the Options which would have been in effect if such unexercised
Rights had never existed.
After the merger of one or more corporations with or into UTI, after
any consolidation of UTI and one or more corporations, or after any other
corporate transaction described in Section 424(a) of the Internal Revenue Code
of 1986, as amended, the holders of the Options, at no additional cost, shall be
entitled to receive, upon any exercise of the Options, in lieu of the number of
shares as to which the Options may then be so exercised, the number and class of
shares of stock or other equity securities to which the holder would have been
entitled pursuant to the terms of the agreement of merger or consolidation if at
the time of such merger or consolidation the holder had been a holder of a
number of shares of Common Stock equal to the number of shares as to which the
Options may then be so exercised and, if as a result of such merger,
consolidation or other transaction, the holders of Common Stock are not entitled
to receive any shares of Common Stock pursuant to the terms thereof, the holder,
at no additional cost, shall be entitled to receive, upon exercise of the
Options, such other assets and property, including cash, to which the holder
would have been entitled if at the time of such merger, consolidation or other
transaction the holder had been the holder of the number of shares of Common
Stock equal to the number of shares as to which the Options shall then be so
exercised.
"Current market price per share of Common Stock" means the closing
price of a share of Common Stock on the principal national securities exchange
on which the Common Stock is listed or, if the Common Stock is not so listed,
the average bid and asked price of a share of Common Stock as reported in the
NASDAQ System, in each case on the trading day immediately preceding the first
trading day on
-9-
<PAGE> 13
which, as a result of the establishment of a record date or otherwise, the
trading price reflects that an acquiror of Common Stock in the public market
will not participate in or receive the payment of any applicable dividend or
distribution.
DESCRIPTION OF PREFERRED STOCK PURCHASE RIGHTS
In February 1999, UTI adopted a Rights Plan which provided for the
distribution by UTI of one Preferred Stock Purchase Right ("Right") for each
outstanding share of Common Stock to holders of record of Common Stock at the
close of business on March 10, 1999, and for the issuance of one Right with each
share of Common Stock thereafter issued prior to the earliest of the date the
Rights first become exercisable ("Distribution Date"), the date of redemption of
the Rights and February 26, 2009, the expiration date of the Rights. Until such
time that the Rights become exercisable, the Rights will be evidenced by the
certificates representing the shares of Common Stock with respect to which such
Rights were issued and may only be traded with such shares. Each Right, once
exercisable, will entitle the registered holder thereof to purchase from UTI one
one-thousandth of a share of UTI's Series I Preferred Stock, par value $.01 per
share (the "Series I Stock"), at a price of $42.50 per one one-thousandth of a
share, subject to certain adjustments. Each share of Series I Stock, when
issued, will have a right to receive a preferential quarterly dividend in an
amount equal to (i) 1,000 times the aggregate per share amount of all cash
dividends declared on the Common Stock after the immediately preceding quarterly
dividend payment date or, with respect to the first quarterly dividend payment
date, after the first issuance of any share or fraction of a share of Series I
Stock, plus (ii) 1,000 times the aggregate per share amount, which shall be
payable in kind, of all non-cash dividends or other distributions (other than
(x) a dividend on the Common Stock that is payable in shares of Common Stock or
(y) a distribution solely on account of a reclassification of, or other
split-up, division or combination of shares of, Common Stock) declared on the
Common Stock after the immediately preceding quarterly dividend payment date or
with respect to the first quarterly dividend payment date, after the first
issuance of any share or fraction of a share of Series I Stock. Each share of
Series I Stock, when issued, will have a liquidation preference equal to the sum
of (i) $100 per share of Series I Stock held by such holder plus (ii) the total
amount of all dividends at the time accrued and payable on all shares of Series
I Stock, and will be entitled to 1,000 votes on each matter that is submitted to
a vote of the stockholders of UTI and to vote as a class with the shares of
Common Stock, and if UTI shall enter into any consolidation, merger, share
exchange or other transaction in which all outstanding shares of Common Stock
are exchanged for or changed into other securities, cash, other property or any
combination thereof, then each outstanding share of Series I Stock shall at the
same time be similarly exchanged for or changed into an amount per share,
subject to certain adjustments, equal to 1,000 times the aggregate amount of
securities, cash and other property for which each outstanding share of Common
Stock is exchanged or into which each outstanding share of Common Stock is
changed.
The Rights become exercisable only if, without the prior consent of
UTI, (i) a person or group of associated or related persons acquire, or obtain
the right to acquire, 15% or more of the voting power of all outstanding Common
Stock of UTI (an "Acquiring Person"), or (ii) any person or group of related
persons makes a tender offer or exchange offer which could result in such person
or group owning beneficially 15% or more of the voting power of all outstanding
Common Stock of UTI. If, at any time after the Rights become exercisable and are
outstanding, UTI were to be acquired through a merger or other business
combination transaction in which the Common Stock is exchanged, each Right will
represent the right to purchase shares of the acquiring corporation having a
value of two times the exercise price of the Rights for the then existing
exercise price of the Rights. The Rights may be redeemed by UTI at a redemption
price of $.001 per Right at any time prior to the earlier of their expiration
date and the close of business on the tenth day following the acquisition of 15%
of the outstanding shares of Common Stock by an Acquiring Person or the
announcement of a tender offer or exchange offer which would result in a person
becoming an Acquiring Person.
A more complete description of the terms and conditions of the Rights
is set forth in a Rights Agreement between UTI and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent, which has been incorporated by reference as
an exhibit to the Registration Statement of which this Prospectus is a part.
-10-
<PAGE> 14
SELLING SECURITYHOLDERS
The Shares are held by Remy Capital Partners III, L.P., of which Remy
is the general partner. The Options are held by Remy and Kenneth N. Berns. Mr.
Berns is a director of UTI. The holders of the options may sell the Options they
hold or may exercise the Options and sell the Common Stock issued upon exercise
of the Options. The following table sets forth the name of each Selling
Securityholder, the number of shares of Common Stock the Selling Securityholders
now own and the number each Selling Securityholder is offering pursuant to this
Prospectus and the number of Options the Selling Securityholders now own and the
number each Selling Securityholder is offering pursuant to this Prospectus:
<TABLE>
<CAPTION>
COMMON STOCK OPTIONS COMMON STOCK OPTIONS
NAME OWNED OWNED OFFERED OFFERED
---- ------------ ----------- ------------- ----------
<S> <C> <C> <C> <C>
Remy Capital Partners III, 3,514,762 -- 1,150,000 --
L.P.
Remy (1) 3,580,762(2) 66,000 66,000(3)(4) 66,000
Kenneth N. Berns 98,667(2)(5) 12,000 12,000(4) 12,000
</TABLE>
(1) Includes 3,514,762 shares of Common Stock owned by Remy Capital Partners
III, L.P., of which Remy is the general partner.
(2) Includes the shares of Common Stock issuable upon exercise of the Options.
(3) Does not include 1,150,000 shares of Common Stock offered by Remy Capital
Partners III, L.P., of which Remy is the general partner.
(4) Represents the shares of Common Stock issuable upon exercise of the Options.
(5) Represents presently exercisable warrants and options to purchase 98,667,
including the Options representing the right to purchase 12,000 shares of
Common Stock.
PLAN OF DISTRIBUTION
DISTRIBUTION BY UTI
The only distribution by UTI will be the issuance of Common Stock for
$1.90 per share upon exercise of the Options. UTI will pay no commission or
other remuneration in connection with the issuance of Common Stock upon exercise
of the Options and has not and will not agree to indemnify or pay any expense of
any person in connection therewith.
DISTRIBUTION BY SELLING SECURITYHOLDERS
Distribution of any of the Shares, the Options or Common Stock obtained
upon exercise of the Options to be offered by one or more of the Selling
Securityholders may be effected from time to time in one or more transactions
(which may involve block transactions) (1) on the American Stock Exchange, (2)
in the over-the-counter market, (3) in transactions otherwise than on the
American Stock Exchange or in the over-the-counter market or (4) in a
combination of any of these transactions. The transactions may be effected by
the Selling Securityholders at market prices prevailing at the time of sale, at
prices related to the prevailing market prices, at negotiated prices or at fixed
prices. The Selling Securityholders may from time to time offer their Shares,
the Options or the Common Stock issuable upon exercise thereof through
underwriters, brokers, dealers or agents, who may receive compensation in the
form of underwriting discounts, commissions or concessions from the Selling
Securityholders or the purchasers of the shares for whom they act as agent. From
time to time the Selling Securityholders may engage in short sales, short sales
against the box, puts and calls and other transactions in securities of UTI, or
derivatives thereof, and may sell and deliver their shares in connection
therewith. In addition, the Selling Securityholders may from time to time sell
the Shares and the Common Stock issuable upon exercise of the Options in
transactions permitted by Rule 144 under the Securities Act.
-11-
<PAGE> 15
As of the date of this Prospectus, no underwriter, broker, dealer or
agent has been engaged by UTI or the Selling Securityholders in connection with
the distribution of securities pursuant to this Prospectus by the Selling
Securityholders. To the extent required, the number of securities to be sold,
the purchase price, the name of any applicable agent, broker, dealer or
underwriter and any applicable commissions with respect to a particular offer
will be set forth in the applicable Prospectus Supplement. The aggregate net
proceeds to the Selling Securityholders from the sale of their securities
offered hereby will be the sale price of those shares, less any commissions, if
any, and other expenses of issuance and distribution not borne by UTI.
The Selling Securityholders and any brokers, dealers, agents or
underwriters that participate with the Selling Securityholders in the
distribution of securities may be deemed to be "underwriters" within the meaning
of the Securities Act, in which event any discounts, concessions and commissions
received by such brokers, dealers, agents or underwriters and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
discounts and commissions under the Securities Act.
The Selling Securityholders have agreed to reimburse UTI for all
out-of-pocket fees and expenses in connection with the prospectus and filing of
the Registration Statement of which this Prospectus is a part.
VALIDITY OF SECURITIES
The legal validity of the securities offered pursuant to this
Prospectus will be passed upon for UTI by Fulbright & Jaworski L.L.P., and for
any underwriters or agents by counsel to be named in the appropriate Prospectus
Supplement.
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,
1999, 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 on the authority of such firm as experts in
accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
UTI files annual, quarterly and current reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy any document filed at the Securities and Exchange Commission's public
reference rooms in Washington, D.C., New York, New York and Chicago, Illinois.
Please call the Securities and Exchange Commission at (800) SEC-0330 for further
information on the public reference rooms. UTI's Securities and Exchange
Commission filings are also available to the public at the Securities and
Exchange Commission's web site at http://www.sec.gov. In addition, documents
filed by UTI can be inspected at the offices of the American Stock Exchange,
Inc., 86 Trinity Place, New York, New York 10006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Securities and Exchange Commission allows "incorporation by
reference," in this Prospectus, which means that UTI can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus. Later
information filed with the Securities and Exchange Commission will automatically
update and supersede this information. UTI incorporates by reference the
documents listed below and any future filings made with the Securities and
Exchange Commission under section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 until our offering is completed:
(1) UTI's Annual Report on Form 10-K for the fiscal year ended December
31, 1999, as amended on Form 10-K/A, filed May 1, 2000.
-12-
<PAGE> 16
(2) UTI's Quarterly Report on Form 10-Q for the three months ended
March 31, 2000, filed April 27, 2000.
(3) UTI's Definitive Proxy Statement dated June 20, 2000 relating to
the Annual Meeting of Stockholders to be held on July 26, 2000
UTI will provide without charge to each person, including any beneficial owner,
to whom this Prospectus is delivered, upon written or oral request, a copy of
any document incorporated by reference in this Prospectus, other than exhibits
to any such document not specifically described above. Requests for such
documents should be directed to:
John E. Vollmer III
Senior Vice President, Chief Financial Officer and
Secretary
UTI Energy Corp.
16800 Greenspoint Park Drive, Suite 225N
Houston, Texas 77060
Telephone: (281) 873-4111
-13-
<PAGE> 17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following sets forth the best estimate of UTI as to its anticipated
expenses and costs (other than underwriting discounts and commissions) expected
to be incurred in connection with the issuance and distribution of the
Securities registered hereby (except for the Securities and Exchange Commission
registration fee, all amounts are estimates):
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee $ 11,714
Legal fees and expenses 10,000
Accounting fees and expenses 10,000
Miscellaneous 286
----------
Total $ 32,000
==========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law permits the
indemnification of directors, employees and agents of Delaware corporations.
Consistent therewith, Section 3.17 of UTI's Amended and Restated
By-laws states as follows:
The Corporation shall indemnify, in the manner and to the full extent
permitted by law, any person (or the estate of any person) who was or is a party
to, or is threatened to be made a party to, any threatened, pending or completed
action, suit or proceeding, whether or not by or in the right of the
Corporation, and whether civil, criminal, administrative, investigative or
otherwise, by reason of the fact that such person is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise. Where required by law,
the indemnification provided for herein shall be made only as authorized in the
specific case upon a determination, in the manner provided by law, that
indemnification of the director, officer, employee or agent is proper in the
circumstances. The Corporation may, to the full extent permitted, purchase and
maintain insurance on behalf of any such person against any liability which may
be asserted against him. To the full extent permitted by law, the
indemnification provided herein shall include expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement, and, in the manner
provided by law, any such expenses may be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding. The indemnification
provided herein shall not be deemed to limit the right of the Corporation to
indemnify any other person for any such expenses to the full extent permitted by
law, nor shall it be deemed exclusive of any other rights to which any person
seeking indemnification from the Corporation may be entitled under any
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding such office.
-14-
<PAGE> 18
ITEM 16. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
------- -----------
*3.1 -- Restated Certificate of Incorporation of UTI
dated July 25, 2000.
3.2 -- By-laws of UTI, as amended (incorporated by reference
to Exhibit 3.3 to UTI's Annual Report on Form 10-K
for the year ended December 31, 1993).
3.3 -- Rights Agreement, dated February 26, 1999, between
UTI Energy Corp. and ChaseMellon Shareholder
Services, L.L.C. as Rights Agent (incorporated by
reference to Exhibit 4.1 to UTI'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
UTI'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 UTI's Current Report on Form 8-K,
dated February 29, 1999, filed with the Securities
and Exchange Commission on March 4, 1999).
4.1 -- See Exhibit No. 3.1 and 3.2 for provisions of the
Restated Certificate of Incorporation and amended
By-laws of UTI defining the rights of the holders of
Common Stock.
4.2 -- Form of Common Stock Certificate (incorporated by
reference to Amendment No. 1 to UTI'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 UTI's Annual Report on Form 10-K
for the year ended December 31, 1993).
*4.4 -- Amended and Restated Stock Option Agreement, dated as
of December 19, 1995, between UTI and Remy Investors
and Consultants Incorporated.
*4.5 -- Amended and Restated Stock Option Agreement, dated as
of December 19, 1995, between UTI and Kenneth N.
Berns.
4.6 -- Amended and Restated UTI Energy Corp. 1996 Employee
Stock Option Plan (incorporated by reference to
Exhibit 4.6 to UTI's Annual Report on Form 10-K for
the year ended December 31, 1997).
4.7 -- 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 UTI's Current Report on Form 8-K, dated April
11, 1997).
4.8 -- 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 UTI filed on April 22, 1997 by
Canpartners Investments IV, LLC, Canpartners
Incorporated, Mitchell R. Julis, Joshua S. Friedman
and R. Christian B. Evensen).
-15-
<PAGE> 19
4.9 -- 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 UTI's
Current Report on Form 8-K dated April 11, 1997).
4.10 -- Amended and Restated UTI Energy Corp. Non-Employee
Director Stock Option Plan (incorporated by reference
to Exhibit 4.18 to UTI's Annual Report on Form 10-K
for the year ended December 31, 1997).
4.11 -- Amended and Restated 1997 Long-Term Incentive Plan
(incorporated by reference to Exhibit 4.2 to UTI's
Annual Report on Form 10-K for the year ended
December 31, 1997).
4.12 -- 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
UTI's Report on Form 10-Q for the six months ended
June 30, 12998).
4.13 -- 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
UTI's Quarterly Report on Form 10-Q for the six
months ended June 30, 1998).
4.14 -- 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 form UTI's Quarterly
Report on Form 10-Q for the six months ended June 30,
1998).
4.15 -- Loan and Security Agreement, dated November 22, 1999,
by and among The CIT Group/Business Credit, Inc.,
GMAC Business Credit, LLC and Foothill Capital
Corporation as Lenders, UTI Energy Corp., UTICO,
Inc., UTICO Hard Rock Bering, Inc., International
Petroleum Service Company and Norton Drilling
Services, Inc. as Guarantors and UTI Drilling, L.P.,
Norton Drilling Company, Universal Well Services,
Inc., UTI Management Services, L.P. and SUITS
Drilling Company as Borrowers (incorporated by
reference to UTI's Report on Form 10-K for the year
ended December 31, 1999).
-16-
<PAGE> 20
4.16* -- First Amendment dated as of May 2, 2000 to the Loan
and Security Agreement, dated as of November 22,
1999, of and among The CIT Group/Business Credit,
Inc., GMAC Business Credit, LLC and Foothill Capital
Corporation as Lenders, UTI Energy Corp., UTICO,
Inc., UTICO Hard Rock Bering, Inc., International
Petroleum Service Company and Nortech Drilling
Services, Inc. as Guarantors and UTI Drilling, L.P.,
Norton Drilling LP, a successor in interest by
conversion to Nortech Drilling Company, Universal
Well Services, Inc., UTI Management Services, L.P.
and SUITS Drilling Company as Borrowers.
4.17* -- Second Amendment Dated as of May 18, 2000 to the Loan
and Security Agreement, dated as of November 22, 1999
by and among The CIT Group/Business Credit, Inc.,
GMAC Business Credit, LLC and Foothill Capitol
Corporation as Lenders, UTI Energy Corp., UTICO,
Inc., UTICO Hard Rock Bering, Inc., International
Petroleum Service Company and Norton Drilling
Services, Inc. as Guarantors and UTI Drilling, L.P.,
Norton Drilling LP, a succession in interest by
conversion to Norton Drilling Company, Universal Well
Services, Inc., UTI Management Services, L.P. and
SUITS Drilling Company as Borrowers.
*5.1 -- Opinion of Fulbright & Jaworski L.L.P.
*23.1 -- Consent of Fulbright & Jaworski L.L.P. (included in
Exhibit 5.1).
*23.2 -- Consent of Ernst & Young LLP.
*24.1 -- Powers of Attorney (included on Signature page).
----------
* Filed herewith.
ITEM 17. UNDERTAKINGS.
(a) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceedings) 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
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 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 the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act, the information omitted from the form of prospectus
filed as part of this Registration Statement in reliance upon Rule 430A
and contained in a form of prospectus filed by the registrant pursuant
to Rule 424(b)(1) or (4), or 497(h) under the Securities Act shall be
deemed to be part of this Registration Statement as of the time it was
declared effective.
For the purposes of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus shall be determined to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
-17-
<PAGE> 21
(d) The undersigned 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 of events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the Registration Statement. 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 the
Registration Statement or any material change to such
information in the 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 by the Registrant pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference in the 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 therein, and the offering of such securities at that time shall
be deemed
(3) to be the initial bona fide offering thereof.
(4) 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.
(e) The undersigned registrant hereby undertakes to file an application
for the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by the Securities and Exchange Commission under
Section 305(b)(2) of the Trust Indenture Act.
-18-
<PAGE> 22
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 Houston, State of Texas, on July 28, 2000.
UTI ENERGY CORP.
By: /s/ Vaughn E. Drum
--------------------------------------
Vaughn E. Drum
President, Chief Executive Officer
and Director
Know all men by these present, that each individual whose signature
appears below constitutes and appoints Vaughn E. Drum and John E. Vollmer III
and each 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 each 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
their or his 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>
Date Signature Title
---- --------- -----
<S> <C> <C>
July 28, 2000 /s/ Mark S. Siegel Chairman of the Board
----------------------------------
Mark S. Siegel
July 28, 2000 /s/ Vaughn E. Drum President, Chief Executive
---------------------------------- Officer and Director (Principal
Vaughn E. Drum Executive Officer)
July 28, 2000 /s/ John E. Vollmer III Senior Vice President, Chief
---------------------------------- Financial Officer and Secretary
John E. Vollmer III (Principal Financial Officer)
July 28, 2000 /s/ Bruce Sauers Vice President and Corporate
---------------------------------- Controller (Principal Accounting
Bruce Sauers Officer)
July 28, 2000 /s/ Kenneth N. Berns Director
----------------------------------
Kenneth N. Berns
July 28, 2000 /s/ Terry H. Hunt Director
----------------------------------
Terry H. Hunt
July 28, 2000 /s/ Nadine C. Smith Director
----------------------------------
Nadine C. Smith
July 28, 2000 Director
----------------------------------
Robert B. Spears
July 28, 2000 /s/ Curtis W. Huff Director
----------------------------------
Curtis W. Huff
</TABLE>
-19-
<PAGE> 23
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
*3.1 -- Restated Certificate of Incorporation of UTI dated
July 25, 2000.
3.2 -- By-laws of UTI, as amended (incorporated by reference
to Exhibit 3.3 to UTI's Annual Report on Form 10-K
for the year ended December 31, 1993).
3.3 -- Rights Agreement, dated February 26, 1999, between
UTI Energy Corp. and ChaseMellon Shareholder
Services, L.L.C. as Rights Agent (incorporated by
reference to Exhibit 4.1 to UTI'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
UTI'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 UTI's Current Report on Form 8-K,
dated February 29, 1999, filed with the Securities
and Exchange Commission on March 4, 1999).
4.1 -- See Exhibit No. 3.1 and 3.2 for provisions of the
Restated Certificate of Incorporation and amended
By-laws of UTI defining the rights of the holders of
Common Stock.
4.2 -- Form of Common Stock Certificate (incorporated by
reference to Amendment No. 1 to UTI'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 UTI's Annual Report on Form 10-K
for the year ended December 31, 1993).
*4.4 -- Amended and Restated Stock Option Agreement, dated as
of December 19, 1995, between UTI and Remy Investors
and Consultants Incorporated.
*4.5 -- Amended and Restated Stock Option Agreement, dated as
of December 19, 1995, between UTI and Kenneth N.
Berns.
4.6 -- Amended and Restated UTI Energy Corp. 1996 Employee
Stock Option Plan (incorporated by reference to
Exhibit 4.6 to UTI's Annual Report on Form 10-K for
the year ended December 31, 1997).
4.7 -- 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 UTI's Current Report on Form 8-K, dated April
11, 1997).
4.8 -- 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 UTI filed on April 22, 1997 by
Canpartners Investments IV, LLC, Canpartners
Incorporated, Mitchell R. Julis, Joshua S. Friedman
and R. Christian B. Evensen).
</TABLE>
<PAGE> 24
4.9 -- 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 UTI's
Current Report on Form 8-K dated April 11, 1997).
4.10 -- Amended and Restated UTI Energy Corp. Non-Employee
Director Stock Option Plan (incorporated by reference
to Exhibit 4.18 to UTI's Annual Report on Form 10-K
for the year ended December 31, 1997).
4.11 -- Amended and Restated 1997 Long-Term Incentive Plan
(incorporated by reference to Exhibit 4.2 to UTI's
Annual Report on Form 10-K for the year ended
December 31, 1997).
4.12 -- 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
UTI's Report on Form 10-Q for the six months ended
June 30, 12998).
4.13 -- 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
UTI's Quarterly Report on Form 10-Q for the six
months ended June 30, 1998).
4.14 -- 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 form UTI's Quarterly
Report on Form 10-Q for the six months ended June 30,
1998).
4.15 -- Loan and Security Agreement, dated November 22, 1999,
by and among The CIT Group/Business Credit, Inc.,
GMAC Business Credit, LLC and Foothill Capital
Corporation as Lenders, UTI Energy Corp., UTICO,
Inc., UTICO Hard Rock Boring, Inc., International
Petroleum Service Company and Norton Drilling
Services, Inc. as Guarantors and UTI Drilling, L.P.,
Norton Drilling Company, Universal Well Services,
Inc., UTI Management Services, L.P. and SUITS
Drilling Company as Borrowers (incorporated by
reference to UTI's Report on Form 10-K for the year
ended December 31, 1999).
<PAGE> 25
*4.16 -- First Amendment dated as of May 2, 2000 to the Loan
and Security Agreement, dated as of November 22,
1999, by and among The CIT Group/Business Credit,
Inc., GMAC Business Credit, LLC and Foothill Capital
Corporation as Lenders, UTI Energy Corp., UTICO,
Inc., UTICO Hard Rock Boring, Inc., International
Petroleum Service Company and Norton Drilling
Services, Inc. as Guarantors and UTI Drilling, L.P.,
Norton Drilling LP, a successor in interest by
conversion to Norton Drilling Company, Universal
Well Services, Inc., UTI Management Services, L.P.
and SUITS Drilling Company as Borrowers.
*4.17 -- Second Amendment dated as of May 18, 2000 to the Loan
and Security Agreement, dated as of November 22, 1999
by and among The CIT Group/Business Credit, Inc.,
GMAC Business Credit, LLC and Foothill Capital
Corporation as Lenders, UTI Energy Corp., UTICO,
Inc., UTICO Hard Rock Boring, Inc., International
Petroleum Service Company and Norton Drilling
Services, Inc. as Guarantors and UTI Drilling, L.P.,
Norton Drilling LP, a successor in interest by
conversion to Norton Drilling Company, Universal Well
Services, Inc., UTI Management Services, L.P. and
SUITS Drilling Company as Borrowers.
*5.1 -- Opinion of Fulbright & Jaworski L.L.P.
*23.1 -- Consent of Fulbright & Jaworski L.L.P. (included in
Exhibit 5.1).
*23.2 -- Consent of Ernst & Young LLP.
*24.1 -- Powers of Attorney (included on Signature page).
----------
* Filed herewith.
