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 Employees’ Thrift 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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Maximum
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Proposed
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Amount
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Offering
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Maximum
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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
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Aggregate
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Registration
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To
Be Registered
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Registered (1)
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Per
Share
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Offering
Price
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Fee
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Common
Stock, par value $0.20 per share(3)
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1,500,000
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$43.88
(2)
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$
65,820,000(2)
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$7,042.74
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(1)
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This
Registration Statement covers shares to be acquired by the Trustee
pursuant to the Unit Corporation Employees’ Thrift Plan (the "Plan") for
the accounts of Plan participants. In addition, pursuant to Rule
416(c)
under the Securities Act of 1933, as amended, this Registration
Statement
also covers an indeterminate amount of interests to be offered
or sold
pursuant to the Plan. This Registration Statement further includes
an
indeterminate number of additional shares that may be issued
to adjust the
number of shares issued pursuant to the Plan as the result of
any future
stock dividend, stock split or similar adjustment of the outstanding
shares of Common Stock of the Registrant.
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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
October 5,
2006, as reported on the New York Stock Exchange.
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(3)
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Each
share of Common Stock of the Registrant is accompanied by a preferred
share purchase right under the Rights Agreement as amended and
restated on
May 18, 2005, between the Registrant and Mellon Investor Services,
L.L.C,
as Rights Agent.
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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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2
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Item
6. Indemnification of Directors and Officers
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2
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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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5
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EXHIBIT
INDEX
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7
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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-23.3:
CONSENT OF RYDER SCOTT COMPANY
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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”), or the Unit Corporation
Employees' Thrift Plan (the "Plan"), as the case may be, 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 Reports on Form 10-Q for the fiscal quarters ended
March 31, 2006 and June 30, 2006, filed with the Commission on
May 5, 2006
and August 8, 2006, respectively;
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(c)
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the
Company's Current Reports on Form 8-K, filed with the Commission
on
January 17, 2006; February 8, 2006; April 18, 2006; May 9, 2006;
and
October 3, 2006;
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(d)
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the
Plan’s Annual Report on Form 11-K for the year ended December 31,
2005,
filed with the Commission on June 29, 2006;
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(e)
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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, including any amendment or report heretofor
or
hereafter filed for the purpose of updating the description;
and
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(f)
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the
description of rights to purchase preferred stock contained in
the
Registrant's Registration Statement on Form 8-A/A, filed with
the
Commission on May 23, 2005, including any amendment or report
heretofor or
hereafter filed for the purpose of updating the
description.
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All
documents filed by the Registrant or the Plan pursuant to Sections 13(a),
13(c),
14 and 15(d) of the Securities Exchange Act of 1934 (other than current
reports
or portions thereof furnished under Item 2.02 or 7.01 of Form 8-K), subsequent
to the effective date of this Registration Statement and 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.
1
Mark
E.
Schell, General Counsel of the Company, 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 73,750 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 the Delaware General Corporation
Law, a
corporation generally has the power to indemnify its present and former
directors, officers, employees and agents against expenses and liabilities
incurred by them in connection with any suit to which they are, or are
threatened to be made, a party by reason of their serving in such positions
so
long as they acted in good faith and in a manner they reasonably believed
to be
in, or not opposed to, the best interests of the corporation, and with
respect
to any criminal action, they had no reasonable cause to believe their conduct
was unlawful. With respect to suits by or in the right of a corporation,
however, indemnification is generally limited to attorney's fees and other
expenses and is not available if such person is adjudged to be liable to
the
corporation unless the court determines that indemnification is appropriate.
In
addition, a corporation has the power to purchase and maintain insurance
for
such persons. Article 4 of our by-laws also expressly provides that the
power to
indemnify authorized thereby is not exclusive of any rights granted to
present
and former directors, officers, employees and agents, under any bylaw,
agreement, vote of stockholders or disinterested directors, or otherwise.
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 or redemption of shares
in violation
of the Delaware General Corporation Law); or
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for transactions from which the director derived an improper personal benefit. | |
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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4.1
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Form
of Common Stock Certificate of the Registrant (incorporated herein
by
reference to Exhibit 4.1 to the Registrant's Form S-3 (File No.
333-83551).
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4.2
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Rights
Agreement as amended and restated on May 18, 2005, between the
Registrant
and Mellon Investor Services, L.L.C., as Rights Agent (incorporated
herein
by reference to Exhibit 4.1 to the Registrant's Form 8-K dated
May 18,
2005).
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2
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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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23.3
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Consent
of Ryder Scott Company, L.P.*
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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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The
Plan
is a 401(k) Profit Sharing Plan maintained by the Registrant. In lieu of
filing
an opinion of counsel or a determination letter from the Internal Revenue
Service ("IRS”) as required by Item 601(b)(5)(ii) of Regulation S-K, in
accordance with Item 8 to Form S-8, the undersigned Registrant undertakes
to
submit the Plan, as amended and restated to date, to the IRS to request
a
determination letter with respect to its form. The undersigned Registrant
further undertakes to make such submission to the IRS in a timely manner
and
will further make all changes required by the IRS in order to cause the
Plan to
qualify under Section 401 of the Internal Revenue Code.
Item
9. Undertakings.
(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-8 , and the information required to be included in a post-effective
amendment by those paragraphs is contained in 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
3
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.
(c)
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.
4
SIGNATURES
The
Registrant. 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 6th day of October, 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
constitutes and appoints Mark E. Schell and Larry D. Pinkston, and each
of them,
such person’s true and lawful attorneys-in-fact and agents, 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 attorneys-in-fact
and
agents, 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 attorneys-in-fact and agents, 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 and
Director
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October
6, 2006
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------------------------------------
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John
G. Nikkel
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President,
Chief Executive
Officer,
Chief Operating
Officer
and Director
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October
6, 2006
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/s/
Larry D. Pinkston
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(Principal
Executive Officer)
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------------------------------------
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Larry
D. Pinkston
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Chief
Financial Officer and
Treasurer
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October
6, 2006
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/s/
David T. Merrill
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(Principal
Financial Officer)
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------------------------------------
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David
T. Merrill
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5
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Controller
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October
6, 2006
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/s/
Stanley W. Belitz
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(Principal
Accounting Officer)
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------------------------------------
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Stanley
W. Belitz
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/s/
J. Michael Adcock
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Director
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October
6, 2006
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------------------------------------
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J.
Michael Adcock
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Director
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October
6, 2006
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------------------------------------
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Don
Cook
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/s/
Gary R. Christopher
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Director
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October
6, 2006
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------------------------------------
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Gary
R. Christopher
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------------------------------------
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Director
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October
6, 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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October
6, 2006
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------------------------------------
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William
B. Morgan
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/s/
Robert J. Sullivan, Jr.
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Director
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October
6, 2006
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------------------------------------
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Robert
J. Sullivan, Jr.
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/s/
John H. Williams
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Director
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October
6, 2006
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------------------------------------
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John
H. Williams
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The
Plan.
Pursuant
to the requirements of the Securities Act of 1933, the persons who administer
the Plan have 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 6th day of October, 2006.
Unit
Corporation Employees' Thrift Plan
By:
Unit
Corporation, as Administrator of the Plan
By:
/s/
Mark E. Schell
Name: Mark E. Schell
Title: Senior Vice President and
General Counsel
6
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Exhibit
No.
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Description
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4.1
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Form
of Common Stock Certificate of the Registrant (incorporated herein
by
reference to Exhibit 4.1 to the Registrant's Form S-3 (File No.
333-83551).
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4.2
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Rights
Agreement as amended and restated on May 18, 2005, between the
Registrant
and Mellon Investor Services, L.L.C., as Rights Agent (incorporated
herein
by reference to Exhibit 4.1 to the Registrant's Form 8-K dated
May 18,
2005).
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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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23.3
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Consent
of Ryder Scott Company, L.P.*
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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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7
Exhibit
5
October
6, 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 1,500,000 shares of the common
stock, par value $.20 per share, of the Company (the "Shares”). The Shares are
to be issued by the Company under the Unit Corporation Employees’ Thrift 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 Shares
are
duly authorized and, upon issuance of the Shares in accordance with the
terms of
the Plan, will be, assuming no change in the applicable law or pertinent
facts
and receipt of consideration for the Shares with a value in excess of the
par
value for such Shares, 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. 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.
Very
truly yours,
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/s/
Mark E. Schell
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Mark
E. Schell, Esq.
General
Counsel and Secretary
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Exhibit
23.1
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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October
6, 2006
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Exhibit
23.3
Consent
of Ryder Scott Company
We
consent to incorporation by reference in the Registration Statements (File
Nos.
333-683551, 333-99979, 333-128213) on Form S-3, and the Registration Statements
(File Nos. 33-19652, 33-44103, 33-64323, 333-39584, 33-49724, 333-38166 and
33-53542) on Form S-8 of Unit Corporation of the reference to our reports for
Unit Corporation, which appears in the December 31, 2005 annual report on Form
10-K of Unit Corporation.
/s/
Ryder
Scott Company, L.P.
RYDER
SCOTT COMPANY, L.P.
Houston,
Texas
October
6, 2006