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): August 18, 2005
ALLIS-CHALMERS ENERGY INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-2199
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER)
OF INCORPORATION)
39-0126090
(I.R.S. EMPLOYER
IDENTIFICATION NO.)
5075 WESTHEIMER, SUITE 890
HOUSTON, TEXAS 77056
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 369-0550
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Company under any of the
following provisions (SEE General Instruction A.2. below):
[ ] Written Communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the exchange ct (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))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On August 18, 2005, the Company entered into an underwriting agreement with
Morgan Keegan & Company, Inc. pursuant to which Morgan Keegan acted as the
Underwriter of a firm commitment offering of 1,000,000 of shares of the
Company's common stock. Selling Stockholders entered into an underwriting
agreement with Morgan Keegan & Company, Inc. pursuant to which Selling
Stockholders sold 4,819,156 shares of our common stock. In addition, we granted
Morgan Keegan & Company, Inc. a 30-day option to purchase up to an aggregate of
722,873 shares of common stock, solely to cover over- allotments, if any, in the
offering.
The proceeds of the offering to us, after deducting the underwriting discount,
were approximately $9.1 million, which we intend to use for general corporate
purposes, which may include acquisitions, capital expenditures and working
capital.
ITEM 1.02 - TERMINATION OF MATERIAL DEFINITIVE AGREEMENT
On August 1, 2005, the Company entered into the First Amendment to Stockholders
Agreement ("Amendment") along with Energy Spectrum Partners, LP, Munawar H.
Hidayatallah, Jens H. Mortensen, Saeed Sheikh, Leonard Toboroff, Engel Defined
Benefit Plan, RER Corp., Donald Engel and Christopher Engel, which amended a
Stockholders Agreement among the parties dated April 2, 2004. The Amendment
Provided that the Stockholders Agreement and the Amendment would termination
upon completion of an offering if Energy Spectrum sold common stock in the
Company's proposed public offering that reduces Energy Spectrum's holdings to
less than 5% of the Company's outstanding shares of common stock. On August 24,
2005, Energy Spectrum sold all shares of common stock held By it in a public
offering and therefore the Stockholder Agreement and the Amendment terminated on
that date.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 99.1 Underwriting Agreement (incorporated by reference to Amendment
No. 1 to Registration Statement on Form S-1 filed on July 22,
2005 (Registration Statement No. 333-126-110).
SIGNATURE
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.
ALLIS-CHALMERS ENERGY INC.
/S/ VICTOR M. PEREZ
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BY: VICTOR M. PEREZ
CHIEF FINANCIAL OFFICER
DATE: AUGUST 24, 2005