UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF EARLIEST EVENT REPORTED: February 9, 2006
ATWOOD OCEANICS, INC.
(Exact name of registrant as specified in its charter)
COMMISSION FILE NUMBER 1-13167
Internal Revenue Service - Employer Identification No. 74-1611874
15835 Park Ten Place Drive, Houston, Texas, 77084
(281) 749-7800
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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
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On February 9, 2006, at the annual meeting of shareholders, the
shareholders of Atwood Oceanics, Inc. (the "Company") approved a proposal for
the adoption of the Amended and Restated Atwood Oceanics, Inc. 2001 Stock
Incentive Plan (the "Amended Plan"). The principal purpose in adopting the
Amended Plan was to change the form of stock incentive automatically granted to
non-employee directors under the Atwood Oceanics, Inc. 2001 Stock Incentive Plan
(the "Original Plan") and to conform the language accordingly. Under the Amended
Plan, non-employee directors will automatically be granted restricted stock
awards of Common Stock valued at $40,000 once per fiscal year. The Amended Plan
eliminates the automatic grant of 2,000 stock options to non-employee directors
once per fiscal year provided for under the Original Plan. Additionally, the
Amended Plan reflects changes in law and the existence of the Company's Rights
Plan, entered into subsequent to the adoption of the Original Plan. No other
substantive changes were made to Original Plan by adoption of the Amended Plan.
The foregoing is a summary of the Amended Plan which is qualified in its entity
by reference to the Amended Plan. See Exhibit 10.1 for a full copy of the
Amended Plan. The shares of Common Stock underlying the securities to be issued
under the Amended Plan are registered on Form S-8, File No. 333-87786.
ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS
(d) 10.1 Amended and Restated Atwood Oceanics, Inc. 2001 Stock Incentive
Plan (incorporated by reference to Appendix D of our definitive proxy statement
on Form DEF14A filed January 13, 2006).
SIGNATURES
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.
ATWOOD OCEANICS, INC.
(Registrant)
/s/ James M. Holland
James M. Holland
Senior Vice President
DATE: February 15, 2006
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