UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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: March 17, 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 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
As previously reported on the Company's Form 8-K filed with the Securities
and Exchange Commission on March 2, 2006, on that date, Atwood Oceanics, Inc.
(the "Company") announced that its Board of Directors had approved a two-for-one
stock split of its common stock (the "Stock Split") to be effected in the form
of a 100% stock dividend payable April 7, 2006 (the "Split Date"), on all shares
of its common stock (the "Common Shares") outstanding as of the close of
business on March 24, 2006.
Rights Agreement
The Company and Continental Stock Transfer & Trust Company, as Rights
Agent, are parties to a Rights Agreement dated October 18, 2002 (the "Rights
Agreement"). A Right (as defined in the Rights Agreement) is associated with
each outstanding Common Share. Prior to the Stock Split, upon the occurrence of
certain events, each Right entitles the holder to purchase from the Company one
one-thousandth of a share of Series A Junior Participating Preferred Stock, no
par value, of the Company (the "Preferred Shares"), at a price of $150.00 per
one one-thousandth of a Preferred Share. In connection with the Stock Split,
pursuant to Section 11(n) of the Rights Agreement, the number of the Preferred
Shares purchasable upon the exercise of each Right will be decreased from one
one-thousandth of a Preferred Share to one two-thousandth of a Preferred Share,
and the number of outstanding Rights will be increased by 100% such that each
Common Share outstanding immediately after the Stock Split shall have issued
with respect to it one Right. In addition, pursuant to Section 23(a) of the
Rights Agreement, the Redemption Price of each Right will be decreased by
one-half from $0.01 to $0.005 in connection with the Stock Split.
A copy of the Certificate of Adjustment delivered on March 17, 2006 by the
Company to the Rights Agent and a form of the letter to be sent to the Company's
shareholders on or about the Split Date in connection with the Stock Split and
providing notice of adjustment to the Rights, each pursuant to the terms of the
Rights Agreement, are attached as Exhibits 4.1 and 99.1, respectively, to this
Form 8-K and are incorporated in this Item 3.03 by reference.
The Rights Agreement was filed as Exhibit 4.1 to the Company's Registration
Statement on Form 8-A filed with the Securities and Exchange Commission on
October 21, 2002. Reference is made to the Rights Agreement for a more complete
description of the terms of the Rights and the adjustments to be made in
connection with the Stock Split.
Shares Registered on Form S-8
In connection with the Stock Split, the remaining number of shares of
Common Stock registered under the Securities Act of 1933, as amended, pursuant
to the following registration statements on Form S-8 filed by the Company with
the Securities and Exchange Commission will be proportionately adjusted to give
effect to the Stock Split:
Registration Statement No 333-74255 Atwood Oceanics, Inc. 1996 Incentive Equity Plan
Registration Statement No. 333-87786 Atwood Oceanics, Inc. 2001 Amended and Restated Stock Incentive Plan
In addition, adjustments will be made to outstanding awards under each plan, in
accordance with the terms of each such plan, in order to preserve the rights of
the holders of such awards following the Stock Split.
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Statements contained in this report with respect to the future are
forward-looking statements. These statements reflect management's reasonable
judgment with respect to future events. Forward-looking statements involve risks
and uncertainties. Actual results could differ materially from those anticipated
as a result of various factors: the Company's dependence on the oil and gas
industry; the risks involved in the construction and repair of a rig;
competition; operating risks; risks involved in foreign operations; risks
associated with a possible disruption in operations due to terrorism; risks
associated with a possible disruption in operations due to war; and governmental
regulations and environmental matters. A list of additional risk factors can be
found in the Company's annual report on Form 10-K for the year ended September
30, 2005, filed with the Securities and Exchange Commission.
ITEM 9.01 EXHIBITS
(d) Exhibits
Exhibit No. Description of Exhibit
4.1 Certificate of Adjustment dated as of March 17, 2006
delivered by the Company to Continental Stock
Transfer & Trust Company.
99.1 Proposed Letter from John R. Irwin, President of the
Company, to shareholders of the Company.
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: March 23, 2006
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EXHIBIT 4.1
CERTIFICATE OF ADJUSTMENT
OF
ATWOOD OCEANICS, INC.
TO: Continental Stock Transfer & Trust Company, Rights Agent
17 Battery Place
New York, NY 10004-1123
Attention: Mark Zimkind
Facsimile: 212-616-7616
Atwood Oceanics, Inc., a corporation organized and existing under the laws
of the State of Texas (the "Company"), does hereby certify as follows:
1. The Company is a party to the Rights Agreement (the "Rights Agreement")
entered into as of October 18, 2002, between the Company and Continental Stock
Transfer & Trust Company (the "Rights Agent").
2. On March 2, 2006, the Company announced that its Board of Directors
declared a two-for-one stock split to be effected in the form of a 100% stock
dividend (the "Stock Split"), pursuant to which, on April 7, 2006 (the "Split
Date"), the Company will distribute to each holder of record of Common Stock,
par value $1.00 per share, of the Company ("Common Stock") at the close of
business on March 24, 2006 (the "Record Date"), one additional share of Common
Stock for each outstanding share of Common Stock held of record by such holder
on the Record Date (and with one Right, as defined in the Rights Agreement,
attached to each such additional share of Common Stock).
3. In accordance with the Rights Agreement, each share of Common Stock is
currently accompanied by a one one-thousandth of a share of Series A Junior
Participating Preferred Stock purchase right (a "Right"). Subject to the terms
and conditions of the Rights Agreement, each Right, after it becomes exercisable
pursuant to the terms of the Rights Agreement, and until such time as it expires
or is redeemed, entitles the holder to purchase Series A Junior Participating
Preferred Stock from the Company at a Purchase Price (as defined in the Rights
Agreement) of $150.00, before giving effect to the Stock Split.
4. As a result of the Stock Split and pursuant to Section 11(n) of the
Rights Agreement, effective as of March 24, 2006, (a) each outstanding share of
Common Stock (including shares issued in respect of the Stock Split) will
continue to have one Right associated with it, and (b) each Right, after it
becomes exercisable pursuant to the terms of the Rights Agreement, and until
such time as it expires or is redeemed, will, subject to the terms and
conditions of the Rights Agreement, entitle the holder to purchase one
two-thousandth of a share of Series A Junior Participating Preferred Stock from
the Company at a Purchase Price of $150.00.
5. Pursuant to Section 11(n) of the Rights Agreement, the number of
outstanding Rights will be deemed increased by 100% such that each Common Share
outstanding immediately after the Stock Split shall have issued with respect to
it one Right upon the Split Date.
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6. Pursuant to Section 23 of the Rights Agreement, the Redemption Price of
each Right will be deemed decreased by one-half from $0.01 to $0.005 upon the
Split Date.
7. Upon and following the Split Date, pursuant to the Certificate of
Designations setting forth the rights, preferences and limitations of the
Preferred Shares, as a result of the Stock Split, each Preferred Share shall be
entitled to an aggregate dividend of 2000 multiplied times the dividend declared
per Common Share. If no dividend is declared in a quarter, the Preferred Shares
are entitled to a minimum preferential quarterly dividend of $0.01 per share. In
the event of liquidation, the holder of the Preferred Shares will be entitled to
the greater of a minimum preferential liquidation payment of $1.00 per share and
an aggregate payment of 2000 multiplied times the payment made per Common Share.
Each Preferred Share will have 2000 votes, voting together with the Common
Shares. Finally, in the event of any merger, consolidation or other transaction
in which Common Shares are exchanged, each Preferred Share will be entitled to
receive 2000 multiplied times the amount received per Common Share.
8. Pursuant to the requirements of Section 12 of the Rights Agreement, this
Certificate of Adjustment is being delivered to Continental Stock Transfer &
Trust Company as rights agent under the Rights Agreement and as transfer agent
for the Common Stock.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Adjustment this 17th day of March, 2006.
ATWOOD OCEANICS, INC.
By:/s/ James M. Holland
James M. Holland
Senior Vice President and Secretary
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EXHIBIT 99.1
[Atwood Oceanics, Inc. Letterhead]
April 7, 2006
Dear Shareholder:
We are pleased to enclose a stock certificate representing additional
shares of the Common Stock as well as Rights (as defined below) associated with
such shares (collectively, the "Shares") of Atwood Oceanics, Inc. (the
"Company") to which you are entitled as a result of the two-for-one stock split
effected as a 100% stock dividend. This new certificate represents one
additional Share for each Share of Common Stock held by you as of the close of
business on March 24, 2006, the record date for the stock split. Any stock
certificate held by you prior to the stock split is still valid, representing
the number of Shares stated thereon, and does not need to be exchanged for a new
certificate. Do not destroy or return to the Company any stock certificates in
your possession.
The Company's Board of Directors believes that a stock split in the form of
a stock dividend is in the best interests of shareholders. A transfer of $1.00
for each additional Share issued, or $_______ in the aggregate, was made from
the Company's additional paid-in capital account to its Common Stock account on
the record date of March 24, 2006. Both current earnings and retained earnings
of the Company exceed the aggregate amount capitalized as a result of the
distribution. Any sale of the Shares issued pursuant to the distribution will
result in a reduction of your proportionate equity interest in the Company.
Notice Regarding Rights Agreement: In accordance with the Rights Agreement
dated as of October 18, 2002 (the "Rights Agreement"), between the Company and
Continental Stock Transfer & Trust Company, as Rights Agent, in order to reflect
the stock split each share of outstanding Common Stock (including the shares
issued in connection with the stock split) will be accompanied by the right to
purchase one two-thousandth of a share of Series A Junior Participating
Preferred Stock (a "Right"). In addition, the redemption price of each Right
will be decreased by one-half from $0.01 to $0.005 in connection with the stock
split. The Rights Agreement was filed as Exhibit 4.1 to the Company's
Registration Statement on Form 8-A filed with the Securities and Exchange
Commission on October 21, 2002 (File No. 001-13167). Reference is made to the
Rights Agreement, the Form 8-A referenced above and any admendments thereto for
a more complete description of the terms of the Rights and the adjustments made
in connection with the stock split.
Any questions about share transfer requirements, lost certificates or
address changes may be directed to the Company's transfer agent and registrar of
the Company's Common Stock as follows:
Continental Stock Transfer & Trust Company
17 Battery Place
New York, NY 10004-1123
We appreciate your continued interest and your continued support of the
Company.
Very truly yours,
John R. Irwin
President