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: OCTOBER 13, 2004
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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On October 13, 2004, Atwood Oceanics, Inc. entered into an underwriting
agreement with Goldman, Sachs & Co., Credit Suisse First Boston LLC, Jefferies &
Company, Inc., Raymond James & Associates, Inc. and Stifel, Nicolaus & Company,
Incorporated related to the offering of 2,175,000 shares of common stock, which
is an increase from the offering of 2,000,000 shares previously announced,
pursuant to effective shelf registration statements on Form S-3 (File Nos.
333-92388 and 333-117534) previously filed with the Securities and Exchange
Commission. The offering includes 1,175,000 shares of common stock to be sold by
Atwood and 1,000,000 shares of common stock to be sold by Helmerich & Payne
International Drilling Co., as selling stockholder. The underwriters have the
option to purchase up to 325,000 additional shares of common stock from Atwood.
The underwriting agreement is being filed as exhibit 1.1 to this report.
This Current Report is being filed for the purpose of incorporating the
information from the underwriting agreement attached as an exhibit hereto by
reference into this report and into registration statements File Nos. 333-92388
and 333-117534.
ITEM 8.01 OTHER EVENTS
On October 13, 2004, Atwood Oceanics, Inc. issued a press release
relating to the pricing of its underwritten public offering of 2,175,000 shares
of common stock, which is an increase from the offering of 2,000,000 shares
previously announced, at a public offering price of $48.50 per share, less the
underwriters discount of $2.67 per share, for net proceeds before expenses of
$45.83 per share pursuant to effective shelf registration statements on Form S-3
(File Nos. 333-92388 and 333-117534) previously filed with the Securities and
Exchange Commission. A copy of the press release is attached to this report as
Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS
(c) 1.1 Underwriting Agreement dated October 13, 2004
99.1 Press Release dated October 13, 2004
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: October 13, 2004
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