As filed with the Securities and Exchange Commission on February 23, 2024
Registration Nos. 333-126016
333-152705
333-166434
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to Form S-8 Registration Statement No. 333-126016
Post-Effective Amendment No. 1
to Form S-8 Registration Statement No. 333-152705
Post-Effective Amendment No. 1
to Form S-8 Registration Statement No. 333-166434
UNDER
THE SECURITIES ACT OF 1933
Patterson-UTI Energy, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 75-2504748 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
10713 W. Sam Houston Pkwy N, Suite 800
Houston, Texas 77064
Telephone: 281-765-7100
(Address, including zip code, and telephone number, including area code, of principal executive office)
Patterson-UTI Energy, Inc. 2005 Long-Term Incentive Plan
(Full title of the plan)
Seth D. Wexler
Executive Vice President, General Counsel and Secretary
Patterson-UTI Energy, Inc.
10713 W. Sam Houston Pkwy N, Suite 800
Houston, Texas 77064
Telephone: (281) 765-7100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Tull R. Florey
Gibson, Dunn & Crutcher LLP
811 Main Street, Suite 3000
Houston, Texas 77002
Telephone: (346) 718-6600
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
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| Smaller reporting company |
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Non-accelerated filer | ☐ | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (the “Post-Effective Amendment”) to the Registration Statements on Form S-8, File Nos. 333-126016, 333-152705 and 333-166434 (as amended, collectively, the “Registration Statements”) relating to the Patterson-UTI Energy, Inc. 2005 Long-Term Incentive Plan (the “Plan”) is being filed by Patterson-UTI Energy, Inc., a Delaware corporation (the “Registrant”) to deregister the Registrant’s shares of common stock, par value $0.01 per share (the “Common Stock”), as well as other Plan interests, remaining unsold or otherwise unissued under the Plan.
The offerings pursuant to the Registration Statements have been terminated. The Registrant hereby terminates the effectiveness of the Registration Statements and hereby deregisters all shares of Common Stock and all related Plan interests registered pursuant to the Registration Statements that remain unsold or unoffered as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 (as amended, the “Securities Act”) 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 Post-Effective Amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on February 23, 2024.
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PATTERSON-UTI ENERGY, INC. | ||||
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By: |
| /s/ C. Andrew Smith | ||
| C. Andrew Smith | |||
| Executive Vice President and Chief Financial Officer | |||
Note: Pursuant to Rule 478 under the Securities Act, no other person is required to sign this Post-Effective Amendments to the Registration Statements.