REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TESCO CORPORATION
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
Alberta, Canada
|
76-0419312
|
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification Number)
|
|
11330 Clay Road, Suite 350
Houston, Texas 77041
|
|
(713) 359-7000
|
|
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
|
Christopher L. Boone
Senior Vice President and Chief Financial Officer
11330 Clay Road, Suite 350
Houston, Texas 77041
(71) 359-7000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
|
|
|
|
|
|
Gary H. McDaniel
Norton Rose Fulbright US LLP
300 Convent Street, Suite 2100
San Antonio, Texas 78205
(210) 270-7172
|
Jamie Gagner
Norton Rose Fulbright Canada LLP
400 3rd Avenue SW, Suite 3700
Calgary Alberta T2P 4H2 Canada
(403) 267-9563
|
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.
¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.
x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b2 of the Exchange Act.
Large accelerated filer
¨
Accelerated filer
x
Non-accelerated filer
¨
Smaller reporting company
¨
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
|
|
|
|
|
|
|
|
|
Title of each class of securities to be registered
|
Amount to be registered (1)(2)
|
Proposed maximum offering price per unit (1)(2)
|
Proposed maximum aggregate offering price (1)(2)
|
Amount of registration fee (1)
|
|
Common Shares, no par value
|
|
|
|
|
|
First Preferred Shares, no par value
|
|
|
|
|
|
Second Preferred Shares, no par value
|
|
|
|
|
|
Warrants
|
|
|
|
|
|
Units
|
|
|
|
|
|
Total
|
|
|
$150,000,000(3)
|
$15,105 (3)(4)
|
|
|
|
|
(1)
|
There are being registered hereunder such indeterminate number of shares of common shares, first preferred shares, and second preferred shares, such indeterminate number of warrants to purchase common shares, first preferred shares or second preferred shares, and such indeterminate number of units as may be sold by the registrant from time to time at indeterminate prices, which together shall have an aggregate initial offering price not to exceed $150,000,000. This total amount also includes such securities as may from time to time be issued upon conversion or exchange of securities registered hereunder, to the extent such securities are, by their terms, convertible into or exchangeable for other securities. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended, there is also being registered hereunder such indeterminate amount of securities as may from time to time be issuable as a result of stock splits, stock dividends, or similar transactions. Any securities registered hereunder may be sold separately or as units with the other securities registered hereunder.
|
|
|
|
|
(2)
|
Not specified as to each class of securities to be registered pursuant to General Instruction II.D of Form S-3.
|
|
|
|
|
(3)
|
Calculated in accordance with Rule 457(o) of the rules and regulations under the Securities Act of 1933, as amended, and based upon the maximum aggregate offering price of all securities being registered.
|
|
|
|
|
(4)
|
The full registration fee was paid in connection with the initial filing of this registration statement.
|
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.
EXPLANATORY NOTE
This Pre-Effective Amendment No. 1 (this “Pre-Effective Amendment”) to the Registration Statement on Form S-3 (File No. 333-211271) (the “Registration Statement”) of Tesco Corporation is being filed to amend the Index to Exhibits to include the Amended and Restated Bylaws of Tesco Corporation and Form of Common Share Certificate for Tesco Corporation referenced in Exhibit Numbers 4.2 and 4.3 to the Index to Exhibits. Accordingly, this Pre-Effective Amendment consists only of the facing page, this explanatory note, the signature page of the Registration Statement and the Index to Exhibits. The prospectus and the balance of Part II of the Registration Statement are unchanged and have been omitted.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on May 24, 2016.
|
|
|
|
|
|
|
|
|
|
TESCO CORPORATION
|
|
|
|
By:
Name:
Title:
|
/s/ CHRISTOPHER L. BOONE
Christopher L. Boone
Senior Vice President and Chief Financial Officer
|
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated:
|
|
|
|
|
|
|
Signature
|
Title
|
Date
|
|
/s/ FERNANDO R. ASSING
Fernando R. Assing
|
Director, President and Chief Executive Officer (Principal Executive Officer)
|
May 24, 2016
|
|
|
|
|
|
/s/ CHRISTOPHER L. BOONE
Christopher L. Boone
|
Senior Vice President and Chief Financial Officer (Principal Financial Officer)
|
May 24, 2016
|
|
|
|
|
|
/s/ THOMAS B SLOAN, JR.
Thomas B Sloan, Jr.
|
Vice President and Corporate Controller (Principal Accounting Officer)
|
May 24, 2016
|
|
|
|
|
|
*
Michael W. Sutherlin
|
Chairman of the Board
|
May 24, 2016
|
|
|
|
|
|
*
John P. Dielwart
|
Director
|
May 24, 2016
|
|
|
|
|
|
*
Fred J. Dyment
|
Director
|
May 24, 2016
|
|
|
|
|
|
*
Gary L. Kott
|
Director
|
May 24, 2016
|
|
|
|
|
|
*
R. Vance Milligan
|
Director
|
May 24, 2016
|
|
|
|
|
|
*
Rose M. Robeson
|
Director
|
May 24, 2016
|
|
|
|
|
|
*
Elijio V. Serrano
|
Director
|
May 24, 2016
|
|
|
|
|
|
/s/ CHRISTOPHER L. BOONE
Christopher L. Boone
|
Authorized Representative in the United States
|
May 24, 2016
|
|
* By:
/s/ CHRISTOPHER L. BOONE
Christopher L. Boone
Attorney-in-Fact
|
|
|
INDEX TO EXHIBITS
Exhibit
Number
Description
|
|
|
|
1.1*
|
Form of Underwriting Agreement
|
|
|
|
|
4.1**
|
Restated Articles of Amalgamation of Tesco Corporation, dated May 29, 2007 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on June 1, 2007)
|
|
|
|
|
4.2
|
Amended and Restated By-laws of Tesco Corporation (incorporated by reference to Exhibit 3.1 to Tesco Corporation’s Current Report on Form 8-K dated March 5, 2014 filed with the SEC on March 11, 2014)
|
|
|
|
|
4.3
|
Form of Common Share Certificate for Tesco Corporation (incorporated by reference to Exhibit 4.1 to Tesco Corporation's Annual Report on Form 10-K for the year ended December 31, 2014 filed with the SEC on March 31, 2015)
|
|
|
|
|
4.4*
|
Form of First Preferred Share Certificate
|
|
|
|
|
4.5*
|
Form of Second Preferred Share Certificate
|
|
|
|
|
4.6*
|
Form of Warrant Agreement
|
|
|
|
|
4.7*
|
Form of Warrant Certificate
|
|
|
|
|
4.8*
|
Form of Unit Agreement
|
|
|
|
|
4.9*
|
Form of Unit Certificate
|
|
|
|
|
5.1**
|
Opinion of Norton Rose Fulbright Canada LLP as to the legality of the securities registered hereby
|
|
|
|
|
12.1**
|
Statement Regarding Computation of Ratio of Earnings to Fixed Charges
|
|
|
|
|
23.1**
|
Consent of Norton Rose Fulbright Canada LLP (contained in Exhibit 5.1)
|
|
|
|
|
23.2**
|
Consent of Ernst & Young LLP
|
|
|
|
|
23.3**
|
Consent of PricewaterhouseCoopers LLP
|
|
|
|
|
*
|
To be filed, if necessary, by amendment or as an exhibit to a Current Report on Form 8-K and incorporated herein by reference.
|
|
|
|
|
**
|
Filed with the initial filing of the Registration Statement.
|
Tesco Corp. (MM) (NASDAQ:TESO)
Historical Stock Chart
From Mar 2024 to Apr 2024
Tesco Corp. (MM) (NASDAQ:TESO)
Historical Stock Chart
From Apr 2023 to Apr 2024
