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As filed with the Securities and Exchange Commission on December 29, 2000
Registration Number 333-[ ]
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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)
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DELAWARE 23-2037823
(State of other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
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16800 GREENSPOINT PARK DRIVE, SUITE 225N
HOUSTON, TEXAS 77060-2390
(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 77060-2390
(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: As soon as
practicable after this registration statement becomes effective.
If the only Securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please
check the following box. [ ]
If any of the Securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than Securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [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. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE FEE
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common stock, par value $.001 72,528 $29.4375 $2,135,043 $534
per share
preferred stock purchase
rights (2)
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(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) of the Securities Act of 1933 and based upon the
average of the high and low sale prices of common stock as reported on the
American Stock Exchange, Inc. on December 22, 2000. No separate
consideration will be received for the preferred stock purchase rights.
(2) Until the distribution date (as described in "Description of 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.
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72,528 SHARES OF COMMON STOCK
OF
UTI ENERGY CORP.
AND
PREFERRED STOCK PURCHASE RIGHTS ATTACHED
TO THE COMMON STOCK
---------------
This prospectus relates to the offer and sale of:
o 72,528 shares of common stock of UTI
o the preferred stock purchase rights which, until the distribution
date, trade with and are represented by the certificates for common
stock
The common stock and the preferred stock purchase rights are being
registered on behalf of the selling securityholder described on page 8. We will
not receive any proceeds from the sales.
Our common stock is listed on the American Stock Exchange under the symbol
"UTI". The closing price on December 22, 2000, as reported on the American
Stock Exchange was $29.4375 per share.
Our principal executive office is located at 16800 Greenspoint Park Drive,
Suite 225N, Houston, Texas 77060-2390 and the telephone number is (281)
873-4111.
---------------
FOR INFORMATION CONCERNING RISKS RELATING TO AN INVESTMENT IN UTI
COMMON STOCK OR IN THE PREFERRED STOCK PURCHASE RIGHTS, 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.
December 29, 2000
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CONTENTS
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Page
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About this Prospectus.................................................................................................. 2
About UTI.............................................................................................................. 2
Recent Developments.................................................................................................... 2
Risk Factors........................................................................................................... 3
Forward-Looking Statements............................................................................................. 7
Use of Proceeds........................................................................................................ 7
Description of Preferred Stock Purchase Rights......................................................................... 8
Selling Securityholder................................................................................................. 8
Plan of Distribution................................................................................................... 9
Validity of Securities................................................................................................. 10
Experts................................................................................................................ 10
Where You Can Find More Information.................................................................................... 10
Incorporation of Certain Documents by Reference........................................................................ 10
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we have filed with
the Securities and Exchange Commission. The registration statement covers the
sale of:
o 72,528 shares of common stock, $.001 par value, of UTI
o the preferred stock purchase rights which, until the distribution
date, trade with and are represented by the certificates for common
stock
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 companies that explore for and produce oil and natural gas. UTI
operates one of the largest fleets of drilling rigs used to drill oil and
natural gas wells on land in North America. A drilling rig includes the
structure, power source and machinery necessary to allow a drill bit to
penetrate rock to a depth desired by the customer. UTI's drilling rigs 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 144 land drilling rigs. UTI also provides pressure
pumping services in the Appalachian Basin. Pressure pumping services consist
primarily of well stimulation and cementing for the completion of new wells and
remedial work on existing wells. Well stimulation involves processes inside a
well designed to enhance the flow of oil, natural gas or other desired
substances from the well. Cementing is the process of inserting material between
the hole wall and the pipe to center and stabilize the pipe in the hole. UTI
operates principally in two business segments, drilling oil or natural gas wells
on land and pressure pumping.
Our principal executive offices are located at 16800 Greenspoint Park Drive,
Suite 225N, Houston, Texas 77060-2390 and the telephone number is (281)
873-4111.
RECENT DEVELOPMENTS
STOCK SPLIT
On September 14, 2000, UTI announced a two-for-one stock split of the common
stock in the form of a stock dividend of one share of common stock for each
outstanding share of common stock issued on October 3, 2000 to stockholders of
record on September 25, 2000.
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:
o Alberta
o Saskatchewan
o British Columbia
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DOMESTIC ACQUISITIONS
On September 1, 2000, UTI, through a wholly-owned subsidiary, purchased
assets from R.W.L. Enterprises. UTI borrowed funds under its revolving credit
facility and paid $1.25 million for the assets, consisting of major components
for one drilling rig.
On September 5, 2000, UTI, through a wholly-owned subsidiary, purchased
assets from Flower Futures Corporation, a California corporation. UTI borrowed
funds under its revolving credit facility and paid $6.4 million for the assets,
consisting of major components for three drilling rigs.
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
several factors. Those factors include those set forth in the following risk
factors, any applicable prospectus supplement and the documents incorporated by
reference into this document. See "Forward-Looking Statements" for an
explanation of the risks involved in these types of statements.
RISKS RELATED TO UTI'S BUSINESS GENERALLY
WE DEPEND ON THE VOLATILE OIL AND NATURAL GAS INDUSTRY, AND DECLINES IN THIS
INDUSTRY COULD DECREASE THE DEMAND FOR OUR SERVICES AND REDUCE OUR REVENUES.
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. Because this industry is volatile, levels of oil and
natural gas exploration activities in UTI's markets and demand for UTI's
services may change significantly. Further, any material changes in the demand
for or supply of oil or natural gas could materially impact the demand for UTI's
services.
The level of drilling activity in the onshore oil and natural gas
exploration and production industry in the United States and Canada is
influenced by numerous factors over which UTI has no control, including the
following:
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
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.
CHANGES IN RIG AVAILABILITY MAY ADVERSELY AFFECT OUR RIG UTILIZATION RATE AND
PRICING.
The number of available rigs in an area may change because of:
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o movement of rigs
o reactivation of rigs which were not in use
o construction of new rigs
The increase in available rigs could adversely affect rig utilization rates
and pricing, even in an environment of stronger oil and natural gas prices and
increased drilling activity. 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
reduced the amount its customers would pay for UTI's drilling services. UTI
cannot predict either the future level of demand for its contract drilling
services or future conditions in the land contract drilling services industry.
WE MAY NOT CONTINUE STRATEGIC ACQUISITIONS, WHICH MAY PREVENT US FROM GROWING AS
WE HAVE IN THE PAST.
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 fragmented and that significant acquisition
opportunities are available, UTI may not be able to continue to find suitable
acquisition candidates. 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
it will:
o successfully integrate acquired operations and assets
o be able to manage effectively the growth and increased size
o be successful in deploying idle or stacked rigs
o be able to maintain the crews and market share attributable to
operating drilling rigs that it acquires
Stacked rigs are rigs that are not currently being marketed and cannot be
made available without incurring refurbishing costs.
WE OPERATE IN A HIGHLY COMPETITIVE INDUSTRY WITH EXCESS CAPACITY, WHICH MAY
REDUCE OUR ABILITY TO SECURE DRILLING CONTRACTS IN THE FUTURE.
The land drilling and well servicing businesses are intensely competitive
due to the fact that the supply of available rigs, particularly in the United
States land markets, exceeds the demand for those rigs. This excess capacity has
resulted in substantial competition for drilling contracts. The fact that
drilling rigs are mobile and can be moved from one market to another in response
to market conditions heightens the competition in the industry.
UTI believes that price competition for drilling contracts will continue for
the foreseeable future due to the need of many of its competitors to maintain
market share to service debt and the existence of idle rigs, which are rigs that
are not under contract but are available to be marketed or could be prepared for
marketing in a short period of time. In addition, 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
WE FACE LABOR SHORTAGES, WHICH MAY DECREASE OUR ABILITY TO OPERATE OUR RIGS OR
INCREASE OUR COSTS TO OBTAIN NECESSARY WORKERS.
Over the years qualified drilling rig personnel have left the industry
during industry downturns. As a result, fewer qualified drilling rig personnel
are available to service increases in domestic drilling demand and increases in
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contract drilling activity. This labor shortage makes it more difficult for UTI
and other contractors to return stacked rigs to the market. The shortage also
makes it more difficult to retain, and increases the costs of, rig 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 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 RISKS ASSOCIATED WITH CONTRACTS THAT REQUIRE US TO DRILL AT FIXED
PRICES, AND WE COULD INCUR LOSSES IF THE RISKS MATERIALIZE.
UTI performs some of its drilling services by entering into 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.
UTI enters into footage and turnkey contracts in situations where UTI believes
it 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 contracts where UTI is paid on a daily rental basis:
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
As a result, UTI faces the risk that the total cost of performing a footage
or turnkey contract may exceed the revenue received from the contract.
For the year ended December 31, 1999, UTI completed wells under all three
types of contracts as the following table shows:
Percentage of Completed Wells
-----------------------------
Dayrate 50%
Footage 31%
Turnkey 19%
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 COULD RESULT IN SUBSTANTIAL LOSSES.
UTI could experience substantial losses due to the occurrence of a
significant event not fully insured or indemnified against or to the failure of
a customer to meet its indemnification obligation.
Among other things, these hazards include:
o blowouts
o explosions
o sour gas
o well fires
o spills
These hazards can result in:
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o personal injury
o loss of life
o severe damage to or destruction of property and equipment
o environmental damage
o suspension of operations
Although UTI maintains insurance protection as management deems appropriate,
such insurance coverage 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.
WE MAY FACE A SHORTAGE OF DRILL PIPE, WHICH COULD LIMIT OUR DRILLING OPERATIONS
AND INCREASE OUR COSTS.
Although UTI is not currently experiencing shortages in drill pipe, UTI has
experienced shortages before which it believes could reoccur. Drill pipe is
necessary for a drilling rig to function. It is the structural member that
connects the drill bit to the rig on the surface. The drill bit is what is
driven through rock to oil and natural gas bearing formations underneath the
surface of the earth. The drill pipe is a very specialized product with a
limited life. Failure or breakage of the drill pipe can result in the loss of
the drill pipe in a well.
Any significant delays in UTI obtaining drill pipe could limit drilling
operations and jeopardize relations with customers. In addition, shortages of
drill pipe may result in increased prices for drill pipe that UTI may not be
able to pass on to customers.
WE MAY BE EXPOSED TO LIABILITY AS A RESULT OF OUR HANDLING AND STORAGE OF
HAZARDOUS MATERIALS.
UTI's operations routinely involve the handling of various materials,
including hazardous materials. UTI may be exposed to liability under the
numerous state and federal environmental laws, rules and regulations dealing
with hazardous materials. These include laws concerning the following:
o containment and disposal of hazardous materials, oilfield waste, other
waste materials and acids
o use of underground storage tanks
UTI seeks to obtain contractual indemnification from its customers to
protect against liability for operations involving hazardous materials. While
UTI has generally been able to obtain some degree of contractual indemnification
from its customers in most of its dayrate drilling contracts, no such
indemnification is typically available for footage or turnkey contracts. 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
UTI also maintains insurance coverage against some 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.
AS A RESULT OF OUR RECENT CANADIAN ACQUISITION, WE NOW CONDUCT SOME BUSINESS IN
CANADIAN DOLLARS, WHICH SUBJECTS US TO THE RISK THAT OUR REVENUES AND EARNINGS
COULD DECREASE DUE TO AN UNFAVORABLE EXCHANGE RATE.
With the Phelps Drilling acquisition we now 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.
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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.
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, the following words and similar expressions
are intended to identify forward-looking statements:
o anticipate
o believe
o could
o estimate
o expect
o intend
o may
o plan
o predict
o project
o will
You should be aware that these forward-looking statements are only our
predictions, and we cannot guarantee the actual outcomes in the future. 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 certainty on these
forward-looking statements. These forward-looking statements speak only as of
their dates.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares.
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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 for each outstanding
share of common stock to holders of record of common stock at the close of
business on March 10, 1999. Also, the rights plan provided that UTI shall issue
one right with each share of common stock that becomes outstanding between March
10, 1999 and prior to the earliest of the following:
o the date the rights first become exercisable, known as the
distribution date of the rights
o the date of redemption of the rights
o February 26, 2009, which is 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 and may
only be traded with such shares. Each right, once exercisable, will entitle the
registered holder to purchase from UTI one two-thousandth of a share of UTI's
Series I Preferred Stock, par value $.01 per share, at a price of $21.25 per one
two-thousandth of a share, subject to adjustments.
Each share of Series I Preferred Stock shall have the right to receive a
preferential quarterly dividend and a liquidation preference as described in the
rights plan. In addition, each share of Series I Preferred Stock will be
entitled to receive 1,000 votes on each matter that is submitted to a vote of
the stockholders and to vote as a class with the shares of common stock. 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 of the three,
then each outstanding share of Series I Preferred Stock shall at the same time
be similarly exchanged for or changed into an amount per share, subject to
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, the
following occurs:
(A) 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, or
(B) 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.
SELLING SECURITYHOLDER
The shares are held by the Norton Family Trust. The Norton Family Trust
acquired the shares by exercising warrants pursuant to three separate warrant
agreements each dated as of March 4, 1998 entered into with Norton Drilling
Services, Inc. UTI acquired Norton Drilling Services, Inc. on July 27, 1999 and,
under the terms of the Agreement and Plan of Merger between UTI and Norton,
warrants to acquire Norton common stock were converted to warrants to acquire
UTI common stock. The Norton Family Trust exercised the warrants on October 21,
2000 and paid an aggregate of approximately $353,250 for the 72,528 shares.
The trustees and beneficiaries of the Norton Family Trust are Barbara Lynn
Norton, John W. Norton and S.
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Howard Norton III. John W. Norton was a director of Norton Drilling Services,
Inc. from October 1991 to July 1999 and a vice president from November 1997 to
December 1999. S. Howard Norton III was a director of Norton from October 1991
to July 1999, the Chief Executive Officer from November 1997 to July 1999 and
President from July 1999 to December 1999. None of the trustees currently have
an officer position with the Company or its affiliates.
The following table sets forth the name of the selling securityholder, the
number of shares of common stock the selling securityholder now owns, the number
of shares of common stock the selling securityholder is offering under this
prospectus, and the number of shares and percentage of the class of common stock
owned after completion of the offering:
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% OWNERSHIP
COMMON STOCK OF COMMON
OWNED AFTER STOCK AFTER
COMMON STOCK COMMON STOCK COMPLETION OF COMPLETION OF
NAME OWNED OFFERED OFFERING OFFERING
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72,528 72,528 0 0.0%
Norton Family Trust
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PLAN OF DISTRIBUTION
The selling securityholder may effect distribution of the shares from time
to time in one or more transactions (which may involve block transactions) in
the following manner:
o on the American Stock Exchange
o in the over-the-counter market
o in transactions other than on the American Stock Exchange or in the
over-the-counter market, or
o in a combination of any of these transactions.
The transactions may be effected by the selling securityholder 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
securityholder may from time to time offer its shares through underwriters,
brokers, dealers or agents, who may receive compensation in the form of
underwriting discounts, commissions or concessions from the selling
securityholder or the purchasers of the shares for whom they act as agent. From
time to time the selling securityholder may engage in short sales against the
box, puts and calls and other transactions in securities of UTI, or derivatives
of UTI securities, and may sell and deliver their shares in connection with
these transactions. In addition, the selling securityholder may from time to
time sell the shares in transactions permitted by Rule 144 under the Securities
Act.
As of the date of this prospectus, no underwriter, broker, dealer or agent
has been engaged by UTI or the selling securityholder in connection with the
distribution of securities under this prospectus by the selling securityholder.
To the extent required, the following will be set forth in the applicable
prospectus supplement:
o number of securities to be sold
o the purchase price
o the name of any applicable agent, broker, dealer or underwriter
o any applicable commissions with respect to a particular offer
The aggregate net proceeds to the selling securityholder from the sale of
their securities 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 securityholder and any brokers, dealers, agents or underwriters
that participate with the selling
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<PAGE> 13
securityholder 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.
UTI will pay the registration fee and its 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 under 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
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements (and schedule) included in our Annual Report on Form 10-K/A
for the year ended December 31, 1999, as set forth in their report, which is
incorporated by reference in this prospectus and elsewhere in the registration
statement. Our financial statements (and schedule) are incorporated by reference
in reliance on Ernst & Young LLP's report, given on their authority 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 October 11, 2000.
(2) UTI's Quarterly Report on Form 10-Q for the nine months ended September
30, 2000, filed October 24, 2000.
(3) UTI's Definitive Proxy Statement dated June 20, 2000 relating to the
Annual Meeting of Stockholders held on July 26, 2000.
-10-
<PAGE> 14
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
Chief Financial Officer
UTI Energy Corp.
16800 Greenspoint Park Drive, Suite 225N
Houston, Texas 77060-2390
Telephone: (281) 873-4111
-11-
<PAGE> 15
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 under this registration statement (except for the
Securities and Exchange Commission registration fee, all amounts are estimates):
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee $ 534
Legal fees and expenses 5,000
Accounting fees and expenses 5,000
Miscellaneous 466
-------
Total $11,000
=======
</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 with those provisions, 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.
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<PAGE> 16
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
3.1 -- Restated Certificate of Incorporation of UTI dated July 25, 2000 (incorporated
by reference to Exhibit 3.1 to UTI's Registration Statement on Form S-3
(No. 333-42576)).
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 (incorporated by
reference to Exhibit 4.4 to UTI's Registration Statement on Form S-3 (No.
333-42576)).
4.5 -- Amended and Restated Stock Option Agreement, dated as of December 19, 1995,
between UTI and Kenneth N. Berns (incorporated by reference to Exhibit 4.5 to
UTI's Registration Statement on Form S-3 (No. 333-42576)).
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).
</TABLE>
-13-
<PAGE> 17
<TABLE>
<S> <C>
*4.8 -- Warrant Agreement for 128,000 shares, dated as of March 4, 1998, by and between
the Norton Family Trust and Norton Drilling Services, Inc.
*4.9 -- Warrant Agreement for 6,400 shares, dated as of March 4, 1998, by and between the
Norton Family Trust and Norton Drilling Services, Inc.
*4.10 -- Warrant Agreement for 3,405 shares, dated as of March 4, 1998, by and between the
Norton Family Trust and Norton Drilling Services, Inc.
4.11 -- 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).
4.12 -- 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).
4.13 -- 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, 1998).
4.14 -- 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).
4.15 -- 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).
4.16 -- 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).
4.17 -- 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 (incorporated by
reference to Exhibit 4.16 to UTI's Registration Statement on Form S-3 (No.
333-42576)).
</TABLE>
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<PAGE> 18
<TABLE>
<S> <C>
4.18 -- 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 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 (incorporated by
reference to Exhibit 4.17 to UTI's Registration Statement on Form S-3 (No.
333-42576)).
4.19 -- Third Amendment dated as of October 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 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.
(incorporated by reference to Exhibit 10.1 to UTI's Quarterly Report on
Form 10-Q for the nine month ended Septemeber 30, 2000).
*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).
</TABLE>
------------------------
* 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 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 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 hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this
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<PAGE> 19
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.
(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 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.
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<PAGE> 20
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 December 29, 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>
December 29, 2000 /s/ MARK S. SIEGEL Chairman of the Board
------------------------
Mark S. Siegel
December 29, 2000 /s/ VAUGHN E. DRUM President, Chief Executive
------------------------ Officer and Director (Principal
Vaughn E. Drum Executive Officer)
December 29, 2000 /s/ JOHN E. VOLLMER III Senior Vice President, Chief
------------------------ Financial Officer and Secretary
John E. Vollmer III (Principal Financial Officer)
December 29, 2000 /s/ BRUCE SAUERS Vice President and Corporate
------------------------ Controller (Principal Accounting
Bruce Sauers Officer)
December 29, 2000 /s/ KENNETH N. BERNS Director
------------------------
Kenneth N. Berns
December 29, 2000 /s/ TERRY H. HUNT Director
------------------------
Terry H. Hunt
December 29, 2000 /s/ NADINE C. SMITH Director
------------------------
Nadine C. Smith
December 29, 2000 /s/ ROBERT B. SPEARS Director
------------------------
Robert B. Spears
December 29, 2000 /s/ CURTIS W. HUFF Director
------------------------
Curtis W. Huff
</TABLE>
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<PAGE> 21
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
3.1 -- Restated Certificate of Incorporation of UTI dated July 25, 2000 (incorporated
by reference to Exhibit 3.1 to UTI's Registration Statement on Form S-3 (No. 333-42576)).
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 (incorporated by
reference to Exhibit 4.4 to UTI's Registration Statement on Form S-3 (No.
333-42576)).
4.5 -- Amended and Restated Stock Option Agreement, dated as of December 19, 1995,
between UTI and Kenneth N. Berns (incorporated by reference to Exhibit 4.5 to
UTI's Registration Statement on Form S-3 (No. 333-42576)).
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).
</TABLE>
<PAGE> 22
<TABLE>
<S> <C>
*4.8 -- Warrant Agreement for 128,000 shares, dated as of March 4, 1998, by and between
the Norton Family Trust and Norton Drilling Services, Inc.
*4.9 -- Warrant Agreement for 6,400 shares, dated as of March 4, 1998, by and between the
Norton Family Trust and Norton Drilling Services, Inc.
*4.10 -- Warrant Agreement for 3,405 shares, dated as of March 4, 1998, by and between the
Norton Family Trust and Norton Drilling Services, Inc.
4.11 -- 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).
4.12 -- 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).
4.13 -- 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, 1998).
4.14 -- 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).
4.15 -- 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).
4.16 -- 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).
4.17 -- 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 (incorporated by
reference to Exhibit 4.16 to UTI's Registration Statement on Form S-3 (No.
333-42576)).
4.18 -- Second Amendment dated as of May 18, 2000 to the Loan and Security
</TABLE>
<PAGE> 23
<TABLE>
<S> <C>
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 (incorporated by reference to Exhibit
4.17 to UTI's Registration Statement on Form S-3 (No. 333-42576)).
4.19 -- Third Amendment dated as of October 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 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.
(incorporated by reference to Exhibit 10.1 to UTI's Quarterly Report on
Form 10-Q for the nine month ended Septemeber 30, 2000).
*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).
</TABLE>
-----------------------
* Filed herewith.
