United States
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)
APRIL 18, 2006
WARRIOR ENERGY SERVICES CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 0-18754 11-2904094
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
100 ROSECREST LANE, COLUMBUS, MISSISSIPPI 39701
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(Address of principal executive offices)
Registrant's telephone number, including area code: (662) 329-1047
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.below):
|_| Written communications pursuant to Rule 425 under the Securities Act
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
SECTION I - REGISTRANT'S BUSINESS
AND OPERATIONS
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
(i) On April 18, 2006, we entered into an Underwriting
Agreement with Raymond James & Associates, Inc., as representative of the
several underwriters (the "Underwriters"), relating to the sale of an aggregate
of 8,220,000 shares of our Common Stock, par value $0.0005 per share, of which
7,627,534 shares are to be issued and sold by us, and 592,466 shares are to be
sold by selling stockholders. In addition, we agreed to sell to the Underwriters
up to an additional 1,233,000 shares of Common Stock to cover over-allotments by
the Underwriters, if any, to be issued and sold by us during the thirty (30) day
period following April 18, 2006. Each Underwriter agreed, severally and not
jointly, to purchase the shares from us and the selling stockholders at a
purchase price of $21.855 per share. On April 21, 2006, the representative of
the Underwriters notified the Company of its exercise of its option to purchase
the additional 1,233,000 shares. Delivery to the Underwriters of the total of
8,860,534 shares to be sold by the Company and the 592,466 shares to be sold by
the selling stockholders and payment therefore is scheduled to be made on April
24, 2006, unless otherwise designated by the representative of the Underwriters.
(ii) On March 15, 2006, we entered into a First Amendment to
our Second Amended and Restated Credit Agreement and a First Amendment to our
Second Lien Credit Agreement (collectively, the two amendments are referred to
as the "First Amendments") with General Electric Capital Corporation ("GECC").
The First Amendments amended the negative covenants in our Second Amended and
Restated Credit Agreement and our Second Lien Credit Agreement (collectively,
the Second Amended and Restated Credit Agreement and our Second Lien Credit
Agreement are referred to as the "Credit Agreements") to permit certain
additional indebtedness and the creation of additional Liens (as defined in the
Credit Agreements) to enable the acquisition of an aircraft.
(iii) On April 12, 2006, we entered into second amendments to
our Credit Agreements (collectively, the second amendments are referred to as
the (Second Amendments"). As to the mandatory repayment of indebtedness out of
the net proceeds from any sale of our stock, other than on exercise of existing
warrants and conversion rights, occurring before December 31, 2006, the Second
Amendments amended the mandatory prepayment provisions of the Credit Agreements
so as to grant priority as between the Credit Agreements to the repayment of
indebtedness outstanding under our Second Lien Credit Agreement over the
repayment of indebtedness outstanding under our Second Amended and Restated
Credit Agreement. After all indebtedness outstanding under the Second Lien
Credit Agreement is paid in full out of such net proceeds, any remaining net
proceeds are to be applied to the prepayment of indebtedness outstanding under
our Second Amended and Restated Credit Agreement.
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The financial covenants of the Credit Agreements were amended
prohibit the Company from making capital expenditures in the fiscal year ending
December 31, 2006 in excess of an aggregate of$10.0 million and in any fiscal
year thereafter in an aggregate amount exceeding $6.5 million (excluding amounts
financed under its capital expenditure loan facility), plus in any subsequent
period the amount by which the permitted amount of capital expenditures exceeds
the amount of capital expenditures expended in the prior period.
SECTION 8 - OTHER EVENTS
ITEM 8.01. OTHER EVENTS
On April 18, 2006, we issued a press release announcing the
pricing of our public offering of shares of our common stock. The press release
is attached as an Exhibit to this Current Report.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
10.1 Underwriting Agreement dated April 18, 2006
entered into with Raymond James & Associates,
Inc., as representative of the several
underwriters.
10.2 First Amendment dated March 15, 2006 to Second
Amended and Restated Credit Agreement with General
Electric Capital Corporation.
10.3 First Amendment dated March 15, 2006 to Second
Lien Credit Agreement with General Electric
Capital Corporation.*
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10.4 Second Amendment dated April 12, 2006 to Second
Amended and Restated Credit Agreement with General
Electric Capital Corporation.
10.5 Second Amendment dated April 12, 2006 to Second
Lien Credit Agreement with General Electric
Capital Corporation.*
99.1 Press Release dated April 18, 2006.
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* To be filed by Amendment
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
WARRIOR ENERGY SERVICES CORPORATION
Dated: April 24, 2006 By: /s/ William L. Jenkins
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William L. Jenkins, President
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INDEX TO EXHIBITS
10.1 Underwriting Agreement dated April 18, 2006 entered into with Raymond
James & Associates, Inc., as representative of the several
underwriters.
10.2 First Amendment dated March 15, 2006 to Second Amended and Restated
Credit Agreement with General Electric Capital Corporation.
10.3 First Amendment dated March 15, 2006 to Second Lien Credit Agreement
with General Electric Capital Corporation.*
10.4 Second Amendment dated April 12, 2006 to Second Amended and Restated
Credit Agreement with General Electric Capital Corporation.
10.5 Second Amendment dated April 12, 2006 to Second Lien Credit Agreement
with General Electric Capital Corporation.*
99.1 Press Release dated April 18, 2006.
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* To be filed by Amendment
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