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As filed with the Securities and Exchange Commission on December 29, 2000
Registration No. 333-____________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
UTI ENERGY CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 23-2037823
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification No.)
16800 Greenspoint Park Drive
Suite 225N
Houston, Texas 77060-2390
(Address of Principal Executive Offices) (Zip Code)
UTI ENERGY CORP. AMENDED AND RESTATED
1997 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
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VAUGHN E. DRUM
UTI ENERGY CORP.
16800 GREENSPOINT PARK DRIVE
SUITE 225N
HOUSTON, TEXAS 77060-2390
(Name and address of agent for service)
(281) 873-4111
(Telephone number, including area code, of agent for service)
With Copy to:
MICHAEL W. CONLON
FULBRIGHT & Jaworski L.L.P.
1301 McKinney, Suite 5100
Houston, Texas 77010-3095
(713) 651-5151
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
BE REGISTERED AMOUNT TO BE REGISTERED SHARE (2) PRICE (2) REGISTRATION FEE
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Common Stock, $.001
par value 800,000 shares(1) $29.4375 $23,550,000 $5,888
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(1) Represents an increase in the number of shares authorized for issuance
under the UTI Energy Corp. Amended and Restated 1997 Long-Term Incentive
Plan (the "1997 Plan") by amendment of the 1997 Plan approved on July 28,
2000 at the Annual Meeting of Stockholders, and as a result of a
two-for-one stock split on October 3, 2000. There are also registered
hereby the following: (a) such indeterminate number of shares of common
stock as may become issuable by reason of the anti-dilution provisions of
the 1997 Plan, and (b) preferred stock purchase rights which trade with,
and are represented by, the shares of common stock, pursuant to the Rights
Plan dated February 26, 1999, by and between UTI and Mellon Investor
Services LLC, as rights agent.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933 and based upon the
average of the high and low sales price of a share of common stock as
reported by the American Stock Exchange, Inc. on December 22, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
This Registration Statement registers additional securities of the
same class for which two registration statements on Form S-8 (Registration Nos.
333-62853 and 333-85865) relating to the UTI Energy Corp. Amended and Restated
1997 Long-Term Incentive Plan are effective. Pursuant to Instruction E of Form
S-8, the contents of the prior registration statements are incorporated herein
by reference, except that Items 5 and 6 are hereby superseded as set forth
below.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. 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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ITEM 8. EXHIBITS.
4.1 -- 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).
4.2 -- Amendment No. 1 to the UTI Energy Corp.
Amended and Restated 1997 Long-Term Incentive
Plan (incorporated by reference to Exhibit
4.15 to UTI's Registration Statement on Form
S-8 (Registration No. 333-85865)).
4.3* -- Amendment No. 2 to the UTI Energy Corp.
Amended and Restated 1997 Long-Term Incentive
Plan.
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).
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* filed herewith
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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-8 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
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Vaughn E. Drum
President, Chief Executive
Officer and Director
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that each individual whose signature
appears below constitutes and appoints Vaughn E. Drum and John E. Vollmer III,
or either 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 either 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 his or their 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.
Signature Title Date
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/s/ Vaughn E. Drum President, Chief Executive Officer December 29, 2000
- --------------------------------- and Director
Vaughn E. Drum (Principal Executive Officer)
/s/ John E. Vollmer Senior Vice President, Chief December 29, 2000
- --------------------------------- Financial Officer and Secretary
John E. Vollmer III (Principal Financial Officer)
/s/ Bruce Sauers Vice President and Corporate December 29, 2000
- --------------------------------- Controller
Bruce Sauers (Principal Accounting Officer)
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Signature Title Date
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/s/ Mark S. Siegel
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Mark S. Siegel Chairman of the Board December 29, 2000
/s/ Kenneth N. Berns
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Kenneth N. Berns Director December 29, 2000
/s/ Curtis W. Huff
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Curtis W. Huff Director December 29, 2000
/s/ Terry H. Hunt
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Terry H. Hunt Director December 29, 2000
/s/ Nadine C. Smith
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Nadine C. Smith Director December 29, 2000
/s/ Robert B. Spears
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Robert B. Spears Director December 29, 2000
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EXHIBIT INDEX
4.1 -- 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).
4.2 -- Amendment No. 1 to the UTI Energy Corp.
Amended and Restated 1997 Long-Term Incentive
Plan (incorporated by reference to Exhibit
4.15 to UTI's Registration Statement on Form
S-8 (Registration No. 333-85865)).
4.3* -- Amendment No. 2 to the UTI Energy Corp.
Amended and Restated 1997 Long-Term Incentive
Plan.
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).
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* filed herewith