UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 3, 2006
(Exact
name of registrant as specified in its charter)
Delaware
|
1-9260
|
73-1283193
|
|||
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
No.)
|
7130
South Lewis, Suite 1000, Tulsa, Oklahoma
|
74136
|
||
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (918) 493-7700
Not
Applicable
(Former
name or former address, if changed since last report)
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:
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))
|
Section
1 - Registrant's Business and Operations
Item
1.01 Entry
into a Material Definitive Agreement.
On
May 3,
2006, the stockholders of Unit Corporation (the "Company”) approved the Unit
Corporation Stock and Incentive Compensation Plan (the "Plan”). The Plan was
previously approved by the Company’s board of directors, subject to stockholder
approval. Effective with stockholder approval of the Plan, no further grants
will be made under the Unit Corporation Amended and Restated Stock Option Plan
and the Employee Bonus Plan.
The
Plan
became effective upon stockholder approval on May 3, 2006 and permits the grant
of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation
Rights, Restricted Stock, Restricted Stock Units, Performance Shares,
Performance Units, Cash-Based Awards, and other Stock-Based Awards. The
authorized number of shares that may be issued under the Plan is
2,500,000.
A
more
detailed description of the terms of the Plan is contained in the Company’s
Proxy Statement on Schedule 14A for its 2006 Annual Meeting filed with the
Securities Exchange Commission on March 29, 2006. The Plan is filed as Exhibit
10.1 to this Form 8-K and is incorporated by reference into this Item
1.01.
Section
5 - Corporate Governance and Management
Item
5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
May 3,
2006, the stockholders of the Company approved an amendment to ARTICLE FOUR
of
the Company’s Amended and Restated Certificate of Incorporation to increase the
authorized number of shares of the Company’s common stock from 75,000,000 to
175,000,000 shares. The proposal to amend the Company’s Amended and Restated
Certificate of Incorporation to increase the authorized number of shares of
the
Company’s common stock was included in the Company’s Proxy Statement for its
2006 Annual Meeting. A copy of the Certificate of Amendment of Amended and
Restated Certificate of Incorporation of the Company as filed with the Secretary
of State of the State of Delaware on May 4, 2006 is attached hereto as Exhibit
3.1 and is incorporated by reference into this Item 5.03.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial
Statements and Exhibits.
(a)
|
Financial
Statements of Businesses Acquired.
|
Not
Applicable.
(b)
|
Pro
Forma Financial Information.
|
Not
Applicable.
(c)
|
Shell
Company Transactions.
|
Not
Applicable.
(d)
|
Exhibits.
|
The
following exhibits are filed herewith:
Exhibit
No.
|
Description
|
||
3.1
|
Certificate
of Amendment of Amended and Restated Certificate of Incorporation
of the
Company
|
||
10.1
|
Unit
Corporation Stock and Incentive Compensation Plan (incorporated herein
by
reference to Appendix A to the Company's Proxy Statement for its
2006
Annual Meeting filed on March 29, 2006)
|
2
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.
Unit
Corporation
|
|
|||
Date:
May 9, 2006
|
By:/s/
Mark E. Schell
|
|||
Name:
Mark E. Schell
|
||||
Title:
Senior Vice President
|
3
EXHIBIT
INDEX
Exhibit
No.
|
Description
|
|
3.1
|
Certificate
of Amendment of Amended and Restated Certificate of Incorporation
of the
Company
|
|
10.1
|
Unit
Corporation Stock and Incentive Compensation Plan (incorporated herein
by
reference to Appendix A to the Company's Proxy Statement for its
2006
Annual Meeting filed on March 29, 2006)
|
4
Exhibit
3.1
CERTIFICATE
OF AMENDMENT
OF
AMENDED
AND RESTATED
CERTIFICATE
OF INCORPORATION
OF
UNIT
CORPORATION
UNIT
CORPORATION, a corporation duly organized and existing under the General
Corporation Law of the State of Delaware (the "Corporation”), does hereby
certify that:
1. The
Amended and Restated Certificate of Incorporation of the Corporation is hereby
amended by deleting the first sentence of ARTICLE FOUR thereof and inserting
the
following in lieu thereof:
"The
aggregate number of shares of all classes of stock which the corporation
shall
have the authority to issue is 180,000,000, 175,000,000 of which shall be
Common
Stock of the par value of $.20 per share (hereinafter called "Common Stock”) and
5,000,000 of which shall be Preferred Stock of the par value of $1.00 per
share
(hereinafter called "Preferred Stock”).”
2. The
foregoing amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of
Delaware.
IN
WITNESS WHEREOF, the Corporation has caused this Certificate to be executed
by
its duly authorized officer this 4th
day of
May, 2006.
UNIT
CORPORATION
By: /s/
Mark E. Schell
Name: Mark
E.
Schell
Title: Senior
Vice President