Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-A/A
Amendment
No. 2
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) OR (g) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Unit
Corporation
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
of organization)
7130 South Lewis, Suite 1000, Tulsa,
Oklahoma
(Address
of principal executive offices)
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73-1283193
(I.R.S.
Employer Identification No.)
74136
(Zip
Code)
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SECURITIES
TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title
of each class to be so registered
|
Name
of each exchange on
which
each class is to be registered
|
|
Rights
To Purchase Series A Participating Cumulative Preferred
Stock
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New
York Stock Exchange, Inc.
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If this
form relates to the registration of a class of securities pursuant to Section
12(b) of the Exchange Act and is effective pursuant to General Instruction
A.(c), please check the following box: ý
If this
form relates to the registration of a class of securities pursuant to Section
12(g) of the Exchange Act and is effective pursuant to General Instruction
A.(d), please check the following box:
Securities
Act Registration Statement File Number To Which This Form
Relates: N/A
SECURITIES
TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE
(Title
of Each Class)
ITEM
1. DESCRIPTION OF REGISTRANT’S SECURITIES TO BE
REGISTERED.
Reference
is hereby made to the first amendment to the Registration Statement on Form 8-A
filed by Unit Corporation (the “Company”) with the Securities and Exchange
Commission on May 24, 2005 relating to the Rights Agreement, dated as of May 19,
1995, between the Company and Chemical Bank as Rights Agent, as subsequently
amended by the First Amendment to the Rights Agreement, dated as of June 7,
2001, the Second Amendment, dated August 14, 2002, and as subsequently amended
and restated on May 18, 2005, in each instance by and between the Company and
Mellon Investor Services L.L.C., as successor to Chemical Bank as Rights Agent
(the “Rights Agreement”). Such Form 8-A is hereby incorporated by
reference herein.
On March
23, 2009, the Company appointed American Stock Transfer Company, LLC as Rights
Agent (the “Rights Agent”). On March 24, 2009, the Company and the
Rights Agent entered into the Fourth Amendment to the Rights Agreement (the
“Amendment”) to exempt the George Kaiser Family Foundation (“GKFF”) from the
definition of acquiring person, subject to certain conditions, for so long as
GKFF owns an amount of common shares of the Company that is (a) greater than or
equal to 15% of the issued and outstanding common shares of the Company and (b)
less than or equal to 25% of the issued and outstanding common shares of the
Company. The foregoing summary of the Amendment is qualified in its
entirety by reference to the full text of the Amendment, which is filed as
Exhibit 4.1 hereto and is incorporated by reference herein.
In
connection with the Amendment and also on March 24, 2009, the Company entered
into a Standstill Agreement (the “Standstill Agreement”) with
GKFF. The Standstill Agreement restricts GKFF from taking certain
actions during the Standstill Period (as defined below) with respect to the
Company, including influencing or controlling management of the Company,
obtaining representation on the Company’s board of directors, participating in
the solicitation of proxies with respect to the Company and acquiring in excess
of 25% of the common shares of the Company. The Standstill Agreement
also requires GKFF, during the Standstill Period, to vote its common shares of
the Company in accordance with the recommendations of the Company’s board of
directors, subject to certain exceptions. The Standstill Period is
defined in the Standstill Agreement to mean the period beginning on the date of
the Standstill Agreement and ending on the first date, after having first
acquired 15% ownership of the Company, on which GKFF falls below 15% ownership
of the company. The foregoing summary of the Standstill Agreement is
qualified in its entirety by reference to the full text of the Standstill
Agreement, which is filed as Exhibit 4.2 hereto and is incorporated by reference
herein.
ITEM
2. EXHIBITS.
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4.1
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Fourth
Amendment of Rights Agreement dated as of March 24, 2009, between the
Company and American Stock Transfer Company, LLC, as successor to Mellon
Investor Services L.L.C. (incorporated by reference to Exhibit 4.1 to our
Form 8-K dated March 23, 2009)
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4.2
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Standstill
Agreement dated as of March 24, 2009, by and between the Company and the
George Kaiser Family Foundation (incorporated by reference to Exhibit 4.2
to our Form 8-K dated March 23,
2009)
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SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned thereto duly authorized.
Date: March
25, 2009
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Unit
Corporation |
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By:
/s/ Mark E.
Schell |
EXHIBIT
INDEX
Exhibit
No. Description.
|
4.1
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Fourth
Amendment of Rights Agreement dated as of March 24, 2009, between the
Company and American Stock Transfer Company, LLC , as successor to Mellon
Investor Services L.L.C. (incorporated by reference to Exhibit 4.1 to our
Form 8-K dated March 23, 2009)
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|
4.2
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Standstill
Agreement dated as of March 24, 2009, by and between the Company and the
George Kaiser Family Foundation (incorporated by reference to Exhibit 4.2
to our Form 8-K dated March 23,
2009)
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