As filed with the Securities and Exchange Commission on March 22, 2019
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO:
FORM S-8 REGISTRATION STATEMENT NO. 333-220764
FORM S-8 REGISTRATION STATEMENT NO. 333-188754
FORM S-8 REGISTRATION STATEMENT NO. 333-184230
FORM S-8 REGISTRATION STATEMENT NO. 333-167695
FORM S-8 REGISTRATION STATEMENT NO. 333-158130
FORM S-8 REGISTRATION STATEMENT NO. 333-124697
FORM S-8 REGISTRATION STATEMENT NO. 333-99187
FORM S-8 REGISTRATION STATEMENT NO. 333-59132
FORM S-8 REGISTRATION STATEMENT NO. 333-84069
FORM S-8 REGISTRATION STATEMENT NO. 333-41369
FORM S-8 REGISTRATION STATEMENT NO. 033-57345
POST-EFFECTIVE AMENDMENT NO. 2 TO:
FORM S-8 REGISTRATION STATEMENT NO. 333-70444
UNDER
THE SECURITIES ACT OF 1933
PARKER DRILLING COMPANY
(Exact name of registrant as specified in its charter)
Delaware | 1381 | 73-0618660 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
5 Greenway Plaza, Suite 100
Houston, Texas 77046
(281) 406-2000
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Jennifer F. Simons
Vice President, General Counsel and Secretary
Parker Drilling Company
5 Greenway Plaza, Suite 100
Houston, Texas 77046
(281) 406-2000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Julian J. Seiguer
Kirkland & Ellis LLP
609 Main Street, 45th Floor
Houston, Texas 77002
(713) 836-3600
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.
Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☒ | |||
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
These Post-Effective Amendments (these Post-Effective Amendments) are being filed by Parker Drilling Company (Parker), to deregister all shares of common stock unsold under the following Registration Statements on Form S-8 (the Registration Statements) filed by Parker with the Securities and Exchange Commission:
| Registration Statement No. 333- 220764, filed on October 2, 2017, registering 159,091 shares of common stock under the Parker Drilling Company 2017 Restricted Stock Unit Incentive Plan; |
| Registration Statement No. 333-188754, filed on May 22, 2013, registering 261,438 shares of common stock under the Parker Drilling Company Restricted Stock Unit Incentive Agreement; |
| Registration Statement No. 333-184230, filed on October 2, 2012, registering 349,650 shares of common stock under the Parker Drilling Company Restricted Stock Unit Incentive Agreement; |
| Registration Statement No. 333-167695, filed on June 23, 2010, registering 5,800,000 shares of common stock under the Parker Drilling Company 2010 Long-Term Incentive Plan; |
| Registration Statement No. 333-158130, filed on March 20, 2009, registering 4,095,000 shares of common stock under the Parker Drilling Company 2005 Long-Term Incentive Plan; |
| Registration Statement No. 333-124697, filed on May 6, 2005, registering 3,950,134 shares of common stock under the Parker Drilling Company 2005 Long-Term Incentive Plan; |
| Registration Statement No. 333-99187, filed on September 5, 2002, registering 1,195,000 shares of common stock under the Parker Drilling Company Third Amended and Restated 1997 Stock Plan; |
| Registration Statement No. 333-70444, filed on September 28, 2001, registering 2,000,000 shares of common stock under the Parker Drilling Company Stock Bonus Plan; |
| Registration Statement No. 333-59132, filed on April 18, 2001, registering 1,000,000 shares of common stock under the Parker Drilling Company Second Amended and Restated 1997 Stock Option Plan; |
| Registration Statement No. 333-84069, filed on July 30, 1999, registering 2,000,000 shares of common stock under the Parker Drilling Company Amended and Restated 1997 Stock Plan; |
| Registration Statement No. 333-41369, filed on December 2, 1997, registering 4,000,000 shares of common stock under the Parker Drilling Company 1997 Stock Option Plan; and |
| Registration Statement No. 333-57345, filed on January 18, 1995, registering 2,620,000 shares of common stock under the Parker Drilling Company 1994 Executive Stock Option Plan. |
As previously disclosed, on December 12, 2018, Parker and certain of its U.S. subsidiaries (together with Parker, the Company), commenced voluntary Chapter 11 proceedings and filed a prearranged plan of reorganization under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas, Houston Division. The Companys Chapter 11 cases are jointly administered under the caption In re Parker Drilling Company, et al., Case No. 18-36958 (the Chapter 11 Cases).
As a result of the Chapter 11 Cases, Parker has terminated all offerings of securities pursuant to the Registration Statements. In accordance with an undertaking made by Parker in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of such offering, Parker hereby removes from registration by means of these Post-Effective Amendments all of such securities registered but unsold under the Registration Statements. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities and Parker hereby terminates the effectiveness of each of the Registration Statements.
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 these Post-Effective Amendments to the Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas on March 22, 2019.
PARKER DRILLING COMPANY | ||
By: | /s/ Jennifer Simons | |
Jennifer Simons | ||
Vice President, General Counsel and Secretary |
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.
Signature | Title | Date | ||
/s/ Gary G. Rich Gary G. Rich |
Chairman, President, and Chief Executive Officer |
March 22, 2019 | ||
/s/ Michael W. Sumruld Michael W. Sumruld |
Senior Vice President and Chief Financial Officer |
March 22, 2019 | ||
/s/ Nathaniel C. Dockray Nathaniel C. Dockray |
Chief Accounting Officer |
March 22, 2019 | ||
/s/ Jonathan M. Clarkson Jonathan M. Clarkson |
Director |
March 22, 2019 | ||
/s/ Peter T. Fontana Peter T. Fontana |
Director |
March 22, 2019 | ||
/s/ Gary R. King Gary R. King |
Director |
March 22, 2019 | ||
/s/ Robert L. Parker Jr. Robert L. Parker Jr. |
Director |
March 22, 2019 | ||
/s/ Richard D. Paterson Richard D. Paterson |
Director |
March 22, 2019 | ||
/s/ Zaki Selim Zaki Selim |
Director |
March 22, 2019 |