Unassociated Document
As filed with the Securities and Exchange Commission on May 6, 2010
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
____________________________
UNIT CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| |
|
|
|
Delaware
|
|
73-1283193
|
|
(State or Other Jurisdiction of
|
|
(I.R.S. Employer Identification No.)
|
|
Incorporation or Organization)
|
|
|
| |
|
|
|
7130 South Lewis, Suite 1000
|
|
|
|
Tulsa, Oklahoma
|
|
74136
|
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
_____________________________
Unit Corporation 2000 Non-Employee Directors’ Stock Option Plan
as Amended and Restated May 29, 2009
(Full Title of the Plan)
_____________________________
| |
|
|
|
Mark E. Schell
|
|
Copy to:
|
|
Senior Vice President and General Counsel
|
|
|
|
Unit Corporation
|
|
Robert J. Melgaard, Esq.
|
|
7130 South Lewis, Suite 1000
|
|
Conner & Winters, LLP
|
|
Tulsa, Oklahoma 74136
|
|
4000 One Williams Center
|
|
(Name and Address of Agent for Service)
|
|
Tulsa, Oklahoma 74172-0148
|
| |
|
(918) 586-8973
|
|
(918) 493-7700
|
|
|
|
(Telephone Number, Including Area Code, of Agent For
|
|
|
|
Service)
|
|
|
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ■ Accelerated filer □
Non-accelerated filer □ (Do not check if a smaller reporting company) Smaller reporting company □
_____________________________
CALCULATION OF REGISTRATION FEE
| |
|
|
|
|
|
|
|
|
|
|
| |
| |
|
|
|
|
Proposed Maximum
|
|
|
|
|
|
| |
Title Of Each Class Of Securities
|
|
Amount To Be
|
|
Offering Price
|
|
Proposed Maximum Aggregate
|
|
Amount of
|
|
| |
To Be Registered
|
|
Registered (1)
|
|
Per Share
|
|
Offering Price
|
|
Registration Fee
|
|
| |
Common Stock, par value $0.20 per share(2)
Common Stock, par value $0.20 per share(2)
Common Stock, par value $0.20 per share(2)
|
|
247,496
24,504
28,000
|
|
$41.38(3)
$33.51(3)
$41.21(3)
|
|
$10,241,384.48(3)
$821,129.04(3)
$1,153,880.00(3)
|
|
$730.21
$58.55
$82.27
|
|
|
(1)
|
|
This Registration Statement covers 300,000 additional shares available for issuance under the Unit Corporation 2000 Non-Employee Directors’ Stock Option Plan as Amended and Restated May 29, 2009. This Registration Statement shall also cover any additional shares of Common Stock that become issuable under the plan, by reason of any stock dividend, stock split, recapitalization or other similar transaction that results in an increase in the number of the outstanding shares of Common Stock of the Registrant.
|
| |
|
|
(2)
|
|
Each share of Common Stock of the Registrant is accompanied by a preferred share purchase right under the Rights Agreement as amended and restated on May 18, 2005, between the Registrant and Mellon Investor Services, L.L.C., as Rights Agent.
|
| |
|
|
|
(3)
|
|
For purposes of determining the registration fee, the maximum per share and aggregate offering prices have been determined, pursuant to Rule 457(h) of the Securities Act of 1933, as amended, as follows: (i) in the case of shares of common stock for which options have not been granted, on the basis of the average of the high and low selling prices of the Common Stock as reported on the New York Stock Exchange on May 6, 2010, and (ii) in the case of shares of Common Stock which may be purchased upon exercise of outstanding options, on the basis of the exercise price for such options.
|
|
INCORPORATION OF PRIOR REGISTRATION STATEMENT BY REFERENCE
|
1
|
|
PART II
|
1
|
| |
Item 3. Incorporation of Documents by Reference
|
1
|
| |
Item 5. Interests of Named Experts and Counsel
|
1
|
| |
Item 6. Indemnification of Directors and Officers
|
1
|
| |
Item 8. Exhibits
|
2
|
| |
Item 9. Undertakings
|
3
|
|
SIGNATURES
|
4
|
|
EXHIBIT INDEX
|
6
|
|
EX-5: OPINION AND CONSENT OF MARK E. SCHELL, ESQ.
|
|
|
EX-15: LETTER RE UNAUDITED INTERIM FINANCIAL INFORMATION
|
|
|
EX-23.1: CONSENT OF PRICEWATERHOUSECOOPERS LLP
|
|
|
EX-23.3: CONSENT OF RYDER SCOTT COMPANY, L.P.
|
|
INCORPORATION OF PRIOR
REGISTRATION STATEMENT BY REFERENCE
This Registration Statement relates to the registration of additional shares of common stock of Unit Corporation, a Delaware corporation (the “Company” or the “Registrant”) to be issued pursuant to the Unit Corporation 2000 Non-Employee Directors’ Stock Option Plan as Amended and Restated May 29, 2009 (the “Director Plan”). The additional shares relate to the amendment and restatement of the Director Plan approved by the stockholders of the Registrant at the Annual Meeting of Stockholders on May 5, 2010, to increase the number of shares of common stock available for issuance under the Director Plan from 210,000 shares to 510,000 shares. The contents of the Registrant’s Registration Statement on Form S-8, Registration No. 333-38166 filed with the Securities and Exchange Commission (the “Commission”) on May 31, 2000, relating to the Director Plan is hereby incorporated by reference in this Registration Statement, except as amended hereby, pursuant to General Instruction E of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by the Registrant are incorporated by reference herein:
|
(a)
|
|
the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed with the Commission on February 23, 2010;
|
| |
|
|
(b)
|
|
the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2010, filed with the Commission on May 4, 2010;
|
| |
|
|
(c)
|
|
the Registrant’s Current Reports on Form 8-K filed with the Commission on January 19, 2010, February 9, 2010, and March 12, 2010;
|
| |
|
|
(d)
|
|
the description of the Registrant’s common stock set forth in the Registrant’s Registration Statement on Amended Form 8-B, dated October 7, 1986, filed with the Commission, including any amendment or report heretofor or hereafter filed for the purpose of updating the description; and
|
| |
|
|
(e)
|
|
the description of rights to purchase preferred stock contained in the Registrant’s Registration Statement on Form 8-A/A, filed with the Commission on May 23, 2005, including any amendment or report heretofor or hereafter filed for the purpose of updating the description.
|
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (excluding any information furnished pursuant to any Current Report on Form 8-K), subsequent to the effective date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. Any statement contained in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.
Item 5. Interests of Named Experts and Counsel.
Mark E. Schell, General Counsel of the Registrant, as our counsel, will issue an opinion for us regarding the validity of the shares of common stock offered by this Registration Statement. Mark E. Schell beneficially owns 73,338 shares of our common stock.
Item 6. Indemnification of Directors and Officers.
Article 4 of the Registrant’s by-laws provides for indemnification of any person who is, or is threatened to be made, a witness in or a party to any proceeding by reason of his or her position as a director, officer, or employee, to the extent authorized by applicable law including, but not limited to, the Delaware General Corporation Law. Under Section 145 of the Delaware General Corporation Law, a corporation generally has the power to indemnify its present and former directors, officers, employees and agents against expenses and liabilities incurred by them in connection with any suit to which they are, or are threatened to be made, a party by reason of their serving in such positions so long as they acted in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interests of the corporation, and with respect to any criminal action, they had no reasonable cause to believe their conduct was unlawful. With respect to suits by or in the right of a corporation, however, indemnification is generally limited to attorney's fees and other expenses and is not available if such person is adjudged to be liable to the corporation unless the court determines that indemnification is appropriate. In addition, a corporation has the power to purchase and maintain insurance for such persons. Article 4 of the Registrant’s by-laws also expressly provides that the power to indemnify authorized thereby is not exclusive of any rights granted to present and former directors, officers, employees and agents, under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise.
Article Nine of the Registrant’s charter eliminates in certain circumstances the monetary liability of the Registrant’s directors for a breach of their fiduciary duty as directors. These provisions do not eliminate the liability of a director
|
•
|
for a breach of the director's duty of loyalty to the Registrant or to the Registrant’s stockholders;
|
|
|
•
|
for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law;
|
|
•
|
under Section 174 of the Delaware General Corporation Law (relating to the declaration of dividends and purchase or redemption of shares in violation of the Delaware General Corporation Law); or |
|
•
|
for transactions from which the director derived an improper personal benefit. |
The Registrant has purchased directors’ and officers’ liability insurance that would indemnify the Registrant’s directors and officers against damages arising out of certain kinds of claims that might be made against them based on their negligent acts or omissions while acting in their capacity as such.
The Registrant’s policy is to enter into separate indemnification agreements with each of the Registrant’s directors and executive officers that provide the maximum indemnity allowed to directors and executive officers by Section 145 of the Delaware General Corporation Law and which allow for certain additional procedural protections.
The above discussion of the Registrant’s charter, by-laws, indemnification agreements and of Section 145 of the Delaware General Corporation Law is not exhaustive and is qualified in its entirety by the Registrant’s charter and by-laws and by statute.
|
Exhibit No.
|
Description
|
|
|
4
|
Unit Corporation 2000 Non-Employee Directors’ Stock Option Plan as Amended and Restated May 29, 2009 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K dated May 29, 2009).
|
|
| |
|
|
|
5
|
Opinion and consent of Mark E. Schell, Esq.*
|
|
| |
|
|
|
15
|
Letter re Unaudited Interim Financial Information.*
|
|
| |
|
|
|
23.1
|
Consent of PricewaterhouseCoopers LLP.*
|
|
| |
|
|
|
23.2
|
Consent of Mark E. Schell, Esq. (included in Exhibit 5).*
|
|
| |
|
|
|
23.3
|
Consent of Ryder Scott Company, L.P.*
|
|
| |
|
|
|
24
|
Power of Attorney (included on signature page).*
|
|
|
__________
|
|
|
|
*Filed herewith.
|
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the effective date of 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 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;
(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 (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in 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.
(h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma on this 6th day of May, 2010.
| |
|
|
|
| |
UNIT CORPORATION
|
| |
By:
|
/s/ Mark E. Schell
|
| |
|
Name:
|
Mark E. Schell
|
| |
|
Title:
|
Senior Vice President and
General Counsel
|
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Mark E. Schell and Larry D. Pinkston, and each of them, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for and in such person’s name, place and stead, in the capacities indicated below, to sign a Registration Statement on Form S-8 of Unit Corporation and any and all amendments (including post-effective amendments) thereto, and to file or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might, or could, do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, 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 date indicated.
|
Name
|
Title
|
Date
|
| |
|
|
| |
|
|
|
/s/ John G. Nikkel
|
Chairman of the Board and Director
|
May 6, 2010
|
|
------------------------------------
|
|
|
|
John G. Nikkel
|
|
|
| |
|
|
| |
|
|
|
/s/ Larry D. Pinkston
|
Director, President and Chief Executive Officer (Principal Executive Officer)
|
May 6, 2010
|
|
------------------------------------
|
|
|
|
Larry D. Pinkston
|
|
|
| |
|
|
| |
|
|
|
/s/ David T. Merrill
|
Chief Financial Officer and Treasurer (Principal Financial Officer)
|
May 6, 2010
|
|
------------------------------------
|
|
|
|
David T. Merrill
|
|
|
| |
|
|
| |
|
|
|
/s/ Don Hayes
|
Controller (Principal Accounting Officer)
|
May 6, 2010
|
|
------------------------------------
|
|
|
|
Don Hayes
|
|
|
|
/s/ J. Michael Adcock
|
Director
|
May 6, 2010
|
|
------------------------------------
|
|
|
|
J. Michael Adcock
|
|
|
| |
|
|
| |
|
|
|
/s/ Gary R. Christopher
|
Director
|
May 6, 2010
|
|
------------------------------------
|
|
|
|
Gary R. Christopher
|
|
|
| |
|
|
| |
|
|
|
/s/ Steven B. Hildebrand
|
Director
|
May 6, 2010
|
|
------------------------------------
|
|
|
|
Steven B. Hildebrand
|
|
|
| |
|
|
| |
|
|
|
/s/ King P. Kirchner
|
|
|
|
------------------------------------
|
Director
|
May 6, 2010
|
|
King P. Kirchner
|
|
|
| |
|
|
| |
|
|
|
/s/ William B. Morgan
|
Director
|
May 6, 2010
|
|
------------------------------------
|
|
|
|
William B. Morgan
|
|
|
| |
|
|
| |
|
|
|
/s/ Robert J. Sullivan, Jr.
|
Director
|
May 6, 2010
|
|
------------------------------------
|
|
|
|
Robert J. Sullivan, Jr.
|
|
|
| |
|
|
| |
|
|
|
/s/ John H. Williams
|
Director
|
May 6, 2010
|
|
------------------------------------
|
|
|
|
John H. Williams
|
|
|
| |
|
|
| |
|
|
Exhibit No.
|
Description
|
|
4
|
Unit Corporation 2000 Non-Employee Directors’ Stock Option Plan as Amended and Restated May 29, 2009 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K dated May 29, 2009).
|
| |
|
|
5
|
Opinion and consent of Mark E. Schell, Esq.*
|
| |
|
|
15
|
Letter re Unaudited Interim Financial Information.*
|
| |
|
|
23.1
|
Consent of PricewaterhouseCoopers LLP.*
|
| |
|
|
23.2
|
Consent of Mark E. Schell, Esq. (included in Exhibit 5).*
|
| |
|
|
23.3
|
Consent of Ryder Scott Company, L.P.*
|
| |
|
|
24
|
Power of Attorney (included on signature page).*
|
|
__________
|
*Filed herewith
6