SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ATWOOD OCEANICS, INC.
(Exact Name of Registrant as Specified in Its Charter)
TEXAS 74-1611874
(State of Incorporation (I.R.S. Employer
or Organization) Identification Number)
15835 Park Ten Place Drive
Houston, Texas 77084
(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ------------------------------
Preferred Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On September 12, 2002, the Board of Directors of Atwood Oceanics, Inc.
(the "Company"), subject to approval by the Company's lenders, authorized and
declared a dividend of one Right (a "Right") for each outstanding share of
Common Stock, par value $1.00 per share ("Common Stock"), of the Company (the
"Common Shares"). The dividend is payable on November 5, 2002 (the "Record
Date") to the holders of record of the Common Shares at the close of business on
that date. In addition, the Company has authorized the issuance of one Right
with respect to each share of Common Stock that shall become outstanding between
the Record Date and the earliest of the Distribution Date, the Redemption Date
and the Final Expiration Date (as such terms are hereinafter defined). When
exercisable each Right entitles the registered 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 (the "Purchase Price"),
subject to adjustment. The description and terms of the Rights are set forth in
a Rights Agreement (the "Rights Agreement") between the Company and Continental
Stock Transfer & Trust Company, as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired beneficial ownership of 15 percent or more of
the outstanding Common Shares and (ii) 10 business days (or such later date as
may be determined by action of the Board of Directors of the Company prior to
such time as any person or group of affiliated or associated persons becomes an
Acquiring Person) following the commencement of, or first public announcement of
an intention to commence, a tender offer or exchange offer the consummation of
which would result in the beneficial ownership by a person or group of
affiliated or associated persons of 15 percent or more of the outstanding Common
Shares (the earlier of such dates being herein referred to as the "Distribution
Date"), the Rights will be evidenced, with respect to any of the Common Share
certificates outstanding as of the Record Date, by such Common Share certificate
with a copy of a Summary of Rights to Purchase Preferred Shares ("Summary of
Rights") in substantially the form attached as Exhibit C to the Rights
Agreement. The Rights Agreement provides that an Acquiring Person shall not
include any existing shareholder owning 15 percent or more of the Company's
Common Shares as of the Record Date unless such shareholder acquires an
additional 5 percent more of the Company's Common Shares than it owned as of the
Record Date.
The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be transferred
with and only with the Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share certificates issued
after the Record Date, upon transfer or new issuance of Common Shares, will
contain a notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for Common Shares outstanding on or
after the Record Date, even without such notation or a copy of this Summary of
Rights being attached thereto, will also constitute the transfer of the Rights
associated with the Common Shares represented by such certificate. As soon as
practicable following the Distribution Date, separate certificates evidencing
the Rights ("Right Certificates") will be mailed to holders of record of the
Common Shares as of the close
of business on the Distribution Date and such separate Right Certificates alone
will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on November 5, 2012 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case, as described below.
The Purchase Price payable, and the number of Preferred Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
or warrants to subscribe for or purchase Preferred Shares at a price, or
securities convertible into Preferred Shares with a conversion price, less than
the then current market price of the Preferred Shares or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one one-thousandths
of a Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will not be
subject to redemption by the Company. The Preferred Shares shall be entitled to
an aggregate dividend of 1000 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 1000 multiplied times the payment made per Common Share.
Each Preferred Share will have 1000 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 1000 multiplied times the amount received per Common Share. These rights
are protected by customary antidilution provisions.
Because of the nature of the Preferred Shares' dividend, liquidation
and voting rights, the value of the one one-thousandth interest in a Preferred
Share purchasable upon exercise of each Right should approximate the value of
one Common Share.
In the event that the Company is acquired in a merger or other business
combination transaction or 50 percent or more of its consolidated assets or
earning power are sold after a person or group of affiliated or associated
persons has become an Acquiring Person, proper provision will be made so that
each holder of a Right will thereafter have the right to receive, upon the
exercise thereof at the then current exercise price of the Right, that number of
shares of common stock of the acquiring company which at the time of such
transaction will have a market value of two times the exercise price of the
Right. In the event that any person or group of
affiliated or associated persons becomes an Acquiring Person, proper provision
shall be made so that each holder of a Right, other than Rights beneficially
owned by the Acquiring Person (which will thereafter be null and void and
nontransferable), will thereafter have the right to receive upon exercise that
number of Common Shares of the Company having a market value of two times the
exercise price of the Right.
At any time after any person or group of affiliated or associated
persons becomes an Acquiring Person and prior to the acquisition by such person
or group of 50 percent or more of the outstanding Common Shares, the Board of
Directors of the Company may exchange the Rights (other than Rights owned by
such person or group which will have become null and void and nontransferable),
in whole or in part, at an exchange ratio of one Common Share, or one
one-thousandth of a Preferred Share (or of a share of a class or series of the
Company's preferred stock having equivalent rights, preferences and privileges),
per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least one
percent in such Purchase Price. The Company may, but shall not be required to,
issue fractions of a Preferred Share (other than one one-thousandth of a
Preferred Share or any integral multiple thereof, which may, at the election of
the Company, be evidenced by depositary receipts) and in lieu thereof, an
adjustment in cash will be made based on the market price of the Preferred
Shares on the last trading day prior to the date of exercise.
At any time prior to the close of business on the tenth day following a
public announcement that an Acquiring Person has become such an Acquiring
Person, the Board of Directors of the Company may redeem the Rights in whole,
but not in part, at a price of $.01 per Right (the "Redemption Price"). The
redemption of the Rights may be made effective at such time, on such basis and
with such conditions as the Board of Directors in its sole discretion may
establish. The time at which the Rights are redeemed by the Company is herein
referred to as the "Redemption Date." Immediately upon any redemption of the
Rights, the right to exercise the Rights will terminate and the only right
thereafter of the holders of Rights will be to receive the Redemption Price.
The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, including without
limitation an amendment to lower certain thresholds described above to not less
than the greater of (i) the sum of 0.001 percent and the largest percentage of
the outstanding Common Shares then known by the Company to be beneficially owned
by any person or group of affiliated or associated persons and (ii) 10 percent,
except that from and after such time as any person or group of affiliated or
associated persons becomes an Acquiring Person no such amendment may adversely
affect the interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The Preferred Shares shall rank, with respect to the payment of
dividends and as to distributions of assets upon liquidation, dissolution or
winding up of the Company, junior to all other series of preferred stock of the
Company, if any, unless the Board of Directors of the Company shall specifically
determine otherwise in fixing the powers, preferences and relative,
participating, optional and other special rights of the shares of any such other
series and the qualifications, limitations and restrictions thereof.
As of October 17, 2002, there were 13,845,051 Common Shares
issued and outstanding, and an aggregate of an additional 1,710,700 Common
Shares reserved for issuance under the Company's employee stock option plans,
non-employee director stock option plan and agreements. One Right will be
distributed to holders of the Common Stock for each Common Share owned of record
at the close of business on November 5, 2002. One Right will be issued with
respect to each Common Share that shall become outstanding between the Record
Date and the earliest of the Distribution Date, the Redemption Date and the
Final Expiration Date. In certain circumstances, the Company may issue Rights
with respect to Common Shares issued following the Distribution Date and prior
to the earlier of the Redemption Date and the Final Expiration Date. The
Company's Board of Directors has initially reserved for issuance upon exercise
of the Rights 500,000 Preferred Shares, which number is subject to adjustment
from time to time in accordance with the Rights Agreement.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
in a manner or on terms not approved by the Board of Directors. The Rights,
however, should not deter any prospective offeror willing to negotiate in good
faith with the Board of Directors, nor should the Rights interfere with any
merger or business combination approved by the Board of Directors of the Company
prior to an Acquiring Person's acquiring 15 percent or more of the Common
Shares.
The Restated Articles of Incorporation (as amended from time to time,
the "Articles of Incorporation") and the Amended and Restated Bylaws (the
"Bylaws") of the Company contain several provisions that may make the
acquisition of control of the Company by means of a tender offer, open market
purchases, proxy fight or otherwise more difficult. These provisions are
expected to discourage certain types of transactions that may involve an actual
or threatened change of control of the Company and to encourage persons seeking
to acquire control of the Company to consult first with the Company's Board to
negotiate the terms of any proposed business combination or offer. Takeovers or
changes in the Board that might be proposed and effected without prior
consultation and negotiation with the Board or the Company's management would
not necessarily be detrimental to the Company and its shareholders. However, the
Company nonetheless believes that the benefits of increased protection of the
Company's potential ability to negotiate with the proponent of an unfriendly or
unsolicited proposal to take over or restructure the Company outweigh the
disadvantages of discouraging such proposal, because, among other things,
negotiation of such proposals could result in an improvement of their terms.
The Company has in place certain additional measures which could also
be considered to have anti-takeover effects. The Company's Articles of
Incorporation and Bylaws (i) provide that the size of the Board will be fixed by
resolution of the directors of the Company, (ii) provide that directors may be
removed only with the approval of the holders of at least two-thirds of the
combined voting power of the outstanding shares of the Company capital stock
entitled to vote generally in the election of directors (the "Voting Stock"),
(iii) provide that any vacancy on the Board may be filled by the remaining
directors then in office, though less than a quorum, and (iv) authorize the
Board to issue one or more series of preferred stock and to determine with
respect to any such series the terms and rights thereof.
The foregoing is a summary of certain provisions in the Company's
Articles of Incorporation and Bylaws, and is qualified in its entirely by
reference to the Articles of Incorporation and Bylaws.
A copy of the Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights is filed as an exhibit to this Registration
Statement and incorporated herein by reference. The foregoing description of the
Rights does not purport to be complete and is qualified in its entirety by
reference to the Rights Agreement.
ITEM 2. EXHIBITS
4.1 Rights Agreement, dated effective October 18, 2002, between
Atwood Oceanics, Inc. and Continental Stock Transfer & Trust
Company, which includes as Exhibit B thereto the Form of Right
Certificate.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
ATWOOD OCEANICS, INC.
Dated: October 21, 2002 By: /s/ James M. Holland
----------------------------------
James M. Holland
Senior Vice President
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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4.1 Rights Agreement, dated effective October 18, 2002, between
Atwood Oceanics, Inc. and Continental Stock Transfer & Trust
Company, which includes as Exhibit B thereto the Form of Right
Certificate.