UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 15, 2005
Unit Corporation
(Exact name of registrant as specified in its charter)
Oklahoma 1-9260 73-1283193
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
7130 South Lewis, Suite 1000, Tulsa, Oklahoma 74136
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (918) 493-7700
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
____ Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
____ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
____ Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
____ Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
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On February 15, 2005, the Board of Directors of Unit Corporation (the
"Company") adopted a new form of Indemnification Agreement to be entered into,
from time to time, with each of the directors and executive officers of the
Company. The Indemnification Agreement provides indemnity, including the
advancement of expenses, to the directors and executive officers against
liabilities incurred in the performance of their duties to the fullest extent
permitted by the General Corporation Law of the State of Delaware. Each of the
current directors and executive officers of the Company (Messrs. Morgan,
Williams, Pinkston, Kirchner, Cook, Adcock, Nikkel, Monroe, Schell, Merrill and
Belitz) will enter into the new form of Indemnification Agreement with the
Company, which will supersede the prior form of Indemnification Agreement (filed
as Exhibit 10 to the Company's Form 8-K filed on August 28, 2001) that may have
been entered into between each them and the Company. A copy of the new form of
Indemnification Agreement is filed as an exhibit to this Form 8-K and is
incorporated herein by reference.
Also, as previously reported in the Company's Form 8-K's filed on October
21, 2004, and December 20, 2004, the Company's current Chief Executive Officer,
Mr. Nikkel, will retire from the Company on April 1, 2005, and begin serving as
a consultant to the Company on that date. At the February 16, 2005, meeting of
the Compensation Committee of the Board of Directors of the Company, the
Committee elected to reward Mr. Nikkel for his 21 years of exemplary service to
the Company by awarding him a cash bonus of $750,000, payable in 24 equal
monthly installments commencing on the 20th month following his retirement on
April 1, 2005.
Item 1.02 Termination of a Material Definitive Agreement.
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Please see the information set forth above in the first paragraph of Item
1.01, which is incorporated by reference into this Item 1.02.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
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On February 15, 2005, the Board of Directors of the Company adopted certain
amendments to the By-Laws of the Company as follows:
1. Added a new section, "Article II, Section 12. Committees." This section
provides that the Board of Directors of the Company may designate Board
committees and sets forth certain procedures for the Board committees such as
the appointment of alternate members to a committee.
2. Added a new subsection (l) to "Article IV, Section 1. Indemnification."
This subsection sets forth procedures that an officer or director of the Company
may avail themselves of in the event that a claim for indemnification or
advancement of expenses is not paid within 30 days after such a claim.
3. Revised subsection (k) of "Article IV, Section 1. Indemnification" to
provide that the Company is required to indemnify an officer or director in
connection with an action or suit commenced by such officer or director only if
the commencement of such action or suit was specifically authorized by the Board
of Directors of the Company.
4. Certain other minor clarifying changes were made to "Article IV, Section
1. Indemnification," such as clarifying that the advancement of expenses
includes attorney's fees.
A copy of the By-Laws, as amended, of the Company is filed as an exhibit to
this Form 8-K. The foregoing summary of the amendments to the By-Laws is
qualified in its entirety by reference to such exhibit.
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Item 9.01 Financial Statements and Exhibits.
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(a) Financial Statements of Businesses Acquired.
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Not Applicable.
(b) Pro Forma Financial Information.
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Not Applicable.
(c) Exhibits.
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3.1 By-Laws of the Company, as amended through February 15, 2005.
10.1 Form of Indemnification Agreement entered into between the Company
and its executive officers and directors.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Unit Corporation
Date: February 22, 2005 By: /s/ Mark E. Schell
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Name: Mark E. Schell
Title: Senior Vice President
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EXHIBIT INDEX
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3.1 By-Laws of the Company, as amended through February 15, 2005.
10.1 Form of Indemnification Agreement entered into between the Company
and its executive officers and directors.
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