Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_________________________
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
____________________________
UNIT
CORPORATION
(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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73-1283193
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(State
or Other Jurisdiction of
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(I.R.S.
Employer Identification No.)
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Incorporation
or Organization)
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7130
South Lewis, Suite 1000
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Tulsa,
Oklahoma
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74136
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(Address
of Principal Executive Offices)
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(Zip
Code)
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_____________________________
Unit
Corporation Stock and Incentive Compensation Plan
(Full
Title of the Plan)
_____________________________
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Mark
E. Schell
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Copy
to:
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Senior
Vice President and General Counsel
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Unit
Corporation
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Robert
J. Melgaard, Esq.
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7130
South Lewis, Suite 1000
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Conner
& Winters, LLP
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Tulsa,
Oklahoma 74136
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4000
One Williams Center
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(Name
and Address of Agent for Service)
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Tulsa,
Oklahoma 74172-0148
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(918)
586 -8973
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(918) 493-7700
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(Telephone
Number, Including Area Code, of Agent For
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Service)
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Proposed
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Proposed
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Maximum
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Maximum
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Amount
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Offering
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Aggregate
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Amount
of
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Title
Of Each Class Of Securities
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To
Be
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Price
Per
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Offering
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Registration
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To
Be Registered
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Registered (1)
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Share
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Price
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Fee
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Common
Stock, par value $0.20 per share(3)(4)
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2,500,000
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$
51.70(2)
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$ 129,250,000(2)
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$13,829.75
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This
Registration Statement covers 2,500,000 shares available for
issuance
under the Unit Corporation Stock and Incentive Compensation Plan.
This
Registration Statement shall also cover any additional shares
of Common
Stock that become issuable under the plan, by reason of any stock
dividend, stock split, recapitalization or other similar transaction
that
results in an increase in the number of the outstanding shares
of Common
Stock of the Registrant. Included in the 2,500,000 shares registered
under
this Registration Statement are 1,167,116 shares which were reserved
but
not issued under the Registrant's Amended
and Restated Stock Option Plan and Employee Bonus Plan.
No further awards will be made under the Amended and Restated
Stock Option
Plan or the Employee Bonus Plan.
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(2)
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Calculated
solely for purposes of this offering under Rule 457(h) of the
Securities
Act of 1933, as amended, on the basis of the average of the high
and low
selling prices per share of Common Stock of the Registrant on
June 20,
2006, as reported on the New York Stock Exchange.
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(3)
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This
Registration Statement also covers preferred share purchase rights
under
the registrant’s Stockholder’s Rights Plan, which are attached to and
tradeable only with the shares of Common Stock registered hereby.
No
registration fees are required for such shares and such rights
because
they will be issued for no additional consideration.
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(4)
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Includes
shares of restricted Common Stock and shares of Common Stock
issued in
respect of restricted stock units, stock options, stock appreciation
rights, performance shares, performance units and other awards,
in each
case, issuable pursuant to the Unit Corporation Stock and Incentive
Compensation Plan.
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PART
I
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1
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PART
II
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1
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Item
3. Incorporation of Documents by Reference
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1
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Item
4. Description of Securities
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1
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Item
5. Interests of Named Experts and Counsel
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1
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Item
6. Indemnification of Directors and Officers.
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1
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Item
7. Exemption from Registration Claimed
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2
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Item
8. Exhibits
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2
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Item
9. Undertakings
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3
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SIGNATURES
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4
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EXHIBIT
INDEX
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6
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EX-5:
OPINION AND CONSENT OF MARK E. SCHELL, ESQ.
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EX-23.1:
CONSENT OF PRICEWATERHOUSECOOPERS LLP
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EX-23.2:
CONSENT OF MARK E. SCHELL, ESQ.
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PART
I
INFORMATION
REQUIRED IN THE SECTION 10(A) PROSPECTUS
The
documents containing the information specified in Part I of Form S-8 have
previously been, or will be, sent or given to Plan participants as specified
by
Rule 428(b)(1) of the Securities Act of 1933, as amended. Such documents
are not
required to be and are not filed with the Securities and Exchange Commission
(the "Commission”) either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424. These documents
and
the documents incorporated by reference in this Registration Statement
pursuant
to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act of
1933.
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
The
following documents filed with the Commission by Unit Corporation, a Delaware
corporation (the "Company” or the "Registrant”), are incorporated by reference
herein:
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(a)
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the
Company’s Annual Report on Form 10-K for the fiscal year ended December
31, 2005, filed with the Commission on March 13, 2006;
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(b)
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the
Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended
March
31, 2006, filed with the Commission on May 5, 2006;
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(c)
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the
Current Reports on Form 8-K, filed with the Commission on February
22,
2006; April 18, 2006; April 26, 2006; and May 9, 2006;
and
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(d)
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the
description of the Registrant’s common stock set forth in the Registrant’s
Registration Statement on Amended Form 8-B, dated October 7,
1986, filed
with the Commission.
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All
documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and
15(d) of the Securities Exchange Act of 1934, subsequent to the effective
date
of this Registration Statement, prior to the filing of a post-effective
amendment to this Registration Statement indicating that all securities
offered
hereby have been sold or deregistering all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be part hereof
from the date of filing of such documents. Any statement contained in any
document incorporated or deemed to be incorporated by reference herein
shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement in any other subsequently filed document
which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded
shall
not be deemed to constitute a part of this Registration Statement, except
as so
modified or superseded.
Not
applicable.
Mark
E.
Schell, General Counsel of Unit Corporation, as our counsel, will issue
an
opinion for us regarding the validity of the shares of common stock offered
by
this Registration Statement. Mark E. Schell beneficially owns 41,457 shares
of
our common stock.
Article
4
of our by-laws provides for indemnification of any person who is, or is
threatened to be made, a witness in or a party to any proceeding by reason
of
his or her position as a director, officer, or employee, to the extent
authorized by applicable law including, but not limited to, the Delaware
General
Corporation Law. Under Section 145 of
1
Article
Nine of our charter eliminates in certain circumstances the monetary liability
of our directors for a breach of their fiduciary duty as directors. These
provisions do not eliminate the liability of a director
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for
a breach of the director's duty of loyalty to us or to our stockholders;
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for
acts or omissions not in good faith or which involve intentional
misconduct or knowing violation of law;
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under Section 174 of the Delaware General Corporation Law (relating to the declaration of dividends and purchase | |
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for
transactions from which the director derived an improper personal
benefit.
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We
have
purchased directors and officer's liability insurance that would indemnify
our
directors and officers against damages arising out of certain kinds of
claims
that might be made against them based on their negligent acts or omissions
while
acting in their capacity as such.
Our
policy is to enter into separate indemnification agreements with each of
our
directors and executive officers that provide the maximum indemnity allowed
to
directors and executive officers by Section 145 of the Delaware General
Corporation Law and which allow for certain additional procedural protections.
The
above
discussion of our charter, by-laws, indemnification agreements and of Section
145 of the Delaware General Corporation Law is not exhaustive and is qualified
in its entirety by our charter, our by-laws and statute.
Not
applicable.
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Exhibit
No.
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Description
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4
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Instruments
Defining Rights of Stockholders. Description of the Registrant’s common
stock set forth in the Registrant’s Registration Statement on Amended Form
8-B, dated October 7, 1986, filed with the Commission, is incorporated
herein by reference.
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5
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Opinion
and consent of Mark E. Schell, Esq.*
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23.1
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Consent
of PricewaterhouseCoopers LLP.*
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23.2
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Consent
of Mark E. Schell, Esq. (included in Exhibit 5).*
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24
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Power
of Attorney (included on signature page).*
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*
Filed herewith.
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2
(a)
The
undersigned Registrant hereby undertakes:
(1)
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i)
to
include any prospectus required by Section 10(a)(3) of the Securities Act
of
1933;
(ii)
to
reflect in the prospectus any facts or events arising after the effective
date
of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental
change
in the information set forth in the Registration Statement. Notwithstanding
the
foregoing, any increase or decrease in volume of securities offered (if
the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume
and price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee”
table in the effective Registration Statement;
(iii)
to
include any material information with respect to the plan of distribution
not
previously disclosed in the Registration Statement or any material change
to
such information in the Registration Statement.
Provided,
however,
that
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement
is on Form S-3, Form S-8 or Form F-3, and the information required to be
included in a post-effective amendment by those paragraphs is contained
in
periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by
reference in the Registration Statement.
(2)
That,
for the purpose of determining any liability under the Securities Act of
1933,
each such post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering
of such
securities at that time shall be deemed to be the initial bona
fide
offering
thereof.
(3)
To
remove from registration by means of a post-effective amendment any of
the
securities being registered which remain unsold at the termination of the
offering.
(b)
The
undersigned Registrant hereby undertakes that, for purposes of determining
any
liability under the Securities Act of 1933, each filing of the Registrant’s
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act
of 1934 (and, where applicable, each filing of an employee benefit plan’s annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is
incorporated by reference in the Registration Statement shall be deemed
to be a
new Registration Statement relating to the securities offered therein,
and the
offering of such securities at that time shall be deemed to be the initial
bona
fide
offering
thereof.
(h)
Insofar as indemnification for liabilities arising under the Securities
Act of
1933 may be permitted to directors, officers and controlling persons of
the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification
is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification
against
such liabilities (other than the payment by the Registrant of expenses
incurred
or paid by a director, officer or controlling person of the Registrant
in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being
registered, the Registrant will, unless in the opinion of its counsel the
matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public
policy as expressed in the Securities Act of 1933 and will be governed
by the
final adjudication of such issue.
3
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies
that
it has reasonable grounds to believe that it meets all of the requirements
for
filing on Form S-8 and has duly caused this Registration Statement to be
signed
on its behalf by the undersigned, thereunto duly authorized, in the City
of
Tulsa, State of Oklahoma on this 20th day
of
June, 2006.
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UNIT
CORPORATION
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By:
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/s/
Mark E. Schell
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Name:
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Mark
E. Schell
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Title:
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Senior
Vice President and
General
Counsel
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KNOW
ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below
hereby
constitute and appoint Mark E. Schell, such person’s true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for and in such person’s name, place and stead, in the capacities indicated
below, to sign a Registration Statement on Form S-8 of Unit Corporation
and any
and all amendments (including post-effective amendments) thereto, and to
file or
cause to be filed the same, with all exhibits thereto, and other documents
in
connection therewith, with the Securities and Exchange Commission, granting
unto
said attorney-in-fact and agent, full power and authority to do and perform
each
and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as such person might, or
could,
do in person, hereby ratifying and confirming all that said attorney-in-fact
and
agent, or his substitute or substitutes, may lawfully do or cause to be
done by
virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the date
indicated.
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Name
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Title
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Date
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/s/
John G. Nikkel
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Chairman
of the Board
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June 20, 2006
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John
G. Nikkel
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| President and Chief | ||
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Executive
Officer
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/s/
Larry D. Pinkston
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(Principal
Executive Officer)
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June
20, 2006
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Larry
D. Pinkston
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Chief
Financial Officer and Treasurer
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/s/
David T. Merrill
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(Principal
Financial Officer)
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June
20, 2006
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David
T. Merrill
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Controller
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June
20, 2006
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/s/
Stanley W. Belitz
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(Principal
Accounting Officer)
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Stanley
W. Belitz
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4
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s/
J. Michael Adcock
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Director
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June
20, 2006
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J.
Michael Adcock
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/s/
Don Cook
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Director
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June
20, 2006
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Don
Cook
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/s/
Gary R. Christopher
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Director
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June
20, 2006
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Gary
R. Christopher
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/s/
King P. Kirchner
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Director
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June
20, 2006
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King
P. Kirchner
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/s/
William B. Morgan
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Director
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June
20, 2006
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William
B. Morgan
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| __________________ |
Director
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June
20, 2006
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Robert
J. Sullivan, Jr.
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| __________________ |
Director
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June
20, 2006
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John
H. Williams
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5
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Exhibit
No.
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Description
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4
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Instruments
Defining Rights of Stockholders. Description of the Registrant’s common
stock set forth in the Registrant’s Registration Statement on Amended Form
8-B, dated October 7, 1986, filed with the Commission, is incorporated
herein by reference.
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5
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Opinion
and consent of Mark E. Schell, Esq.*
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23.1
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Consent
of PricewaterhouseCoopers LLP*
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23.2
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Consent
of Mark E. Schell, Esq. (included in Exhibit 5).*
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24
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Power
of Attorney (included on signature
page).*
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*
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Filed
herewith.
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6
June
20,
2006
Unit
Corporation
7130
South Lewis, Suite 1000
Tulsa,
Oklahoma 74136
Gentlemen:
As
General Counsel and Secretary of Unit Corporation, a Delaware corporation
(the
"Company”), I have supervised the preparation of the registration statement on
Form S-8 (the "Registration Statement”) filed by the Company under the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, relating to the registration of 2,500,000 shares of the common
stock, par value $.20 per share, of the Company ("Common Stock”). The Common
Stock is to be issued by the Company upon the exercise of stock options and
other awards granted pursuant to the Company’s Stock and Incentive Compensation
Plan (the "Plan”).
In
reaching the conclusions expressed in this opinion, I have (a) examined such
certificates of public officials and of corporate officers and directors
and
such other documents and matters as I have deemed necessary or appropriate,
(b)
relied upon the accuracy of facts and information set forth in all such
documents, and (c) assumed the genuineness of all signatures, the authenticity
of all documents submitted to me as originals, the conformity to original
documents of all documents submitted to me as copies, and the authenticity
of
the originals from which all such copies were made.
Based
upon, and subject to, the foregoing, I am of the opinion that the Common
Stock
is duly authorized and, upon issuance of the Common Stock in accordance with
the
terms of the Plan, and the instruments of award or grant (including, without
limitation, payment of the exercise price thereof), will be, assuming no
change
in the applicable law or pertinent facts, validly issued, fully paid and
non-assessable.
I
am a
member of the bar of the State of Oklahoma. My opinion expressed above is
limited to the laws of the State of Oklahoma, the Delaware General Corporation
Law and the federal laws of the United States of America, and I do not express
any opinion herein concerning the laws of any other jurisdiction. As used
herein, the term "Delaware General Corporation Law" includes the statutory
provisions contained therein, all applicable provisions of the Delaware
Constitution and judicial decisions interpreting those laws as of the date
of
this opinion.
I
consent
to the use of this opinion as an exhibit to the Registration Statement and
to
the reference to my name in the Registration Statement and the prospectus
constituting a part thereof under the caption "Legal Opinion.” In giving such
consent, I do not hereby admit that I am in the category of persons whose
consent is required under Section 7 of the Securities Act of 1933 or the
rules
and regulations of the Securities and Exchange Commission issued
thereunder.
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/s/
Mark E. Schell
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Mark
E. Schell, Esq.
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Consent
of Independent Registered Public Accounting Firm
We
hereby
consent to the incorporation by reference in this Registration Statement
on Form
S-8 of our report dated March 13, 2006 relating to the financial statements,
management’s assessment of the effectiveness of internal control over financial
reporting and the effectiveness of internal control over financial reporting,
which appears in the 2005 Annual Report to Shareholders of Unit Corporation,
which is incorporated by reference in Unit Corporation's Annual Report on
Form
10-K for the year ended December 31, 2005. We also consent to the incorporation
by reference of our report dated March 13, 2006 relating to the financial
statement schedule, which appears in such Annual Report on Form 10-K.
PricewaterhouseCoopers
LLP
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/s/
PricewaterhouseCoopers LLP
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Tulsa,
Oklahoma
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June
21, 2006
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