As filed with the Securities and Exchange Commission on February 24, 2016
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Atwood Oceanics, Inc.
(Exact name of registrant as specified in charter)
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Texas |
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74-1611874 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification Number) |
15011 Katy Freeway, Suite 800
Houston, Texas 77094
(281) 749-7800
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Atwood Oceanics, Inc. 2013 Long-Term Incentive Plan
(Full titles of the plan)
Walter A. Baker
Vice
President, General Counsel and Corporate Secretary
Atwood Oceanics, Inc.
15011 Katy Freeway, Suite 800
Houston, Texas 77094
(281) 749-7800
(Address, including zip code, and telephone number, including area code, of agent for service)
With a copy to:
Tull R. Florey
Baker
Botts L.L.P.
910 Louisiana Street
Houston, Texas 77002-4995
(713) 229-1234
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 12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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¨ |
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Non-accelerated filer |
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¨ (Do not check if a smaller reporting company) |
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Smaller reporting company |
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¨ |
CALCULATION OF REGISTRATION FEE
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Title of each Class of
Securities to be Registered |
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Amount
to be Registered(1) |
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Proposed Maximum Offering Price Per Share(2) |
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Proposed Maximum Aggregate
Offering Price(2) |
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Amount of
Registration Fee |
Common stock, par value $1.00 |
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2,300,000 |
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$6.54 |
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$15,042,000 |
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$1,514.73 |
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(1) |
Includes common stock to be issued pursuant to the Atwood Oceanics, Inc. 2013 Long-Term Incentive Plan (the Plan). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities
Act), this registration statement on Form S-8 shall also cover any additional shares of common stock in respect of the securities identified in the above table as a result of any anti-dilution provisions of the Plan. |
(2) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, based upon the average of the high and low sales prices of the common stock on
February 18, 2016, as quoted on the New York Stock Exchange. |
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement on Form S-8 (this Registration Statement) is being filed by Atwood Oceanics, Inc. (the
Company) pursuant to General Instruction E of Form S-8 under the Securities Act of 1933, as amended (the Securities Act), to register an additional 2,300,000 shares of its common stock, par value $1.00 per share, pursuant to
its 2013 Long-Term Incentive Plan (the Plan). The board of directors of the Company recommended for approval and, on February 17, 2016, the stockholders of the Company approved an amendment of the Plan that increased the number of
shares available for issuance under the Plan from 2,200,000 to 4,500,000. The contents of the Registration Statement on Form S-8 of the Company filed on February 14, 2013 (No. 333-186681) relating to the Plan are incorporated by reference into
this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
See Exhibit
Index.
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 Houston, State of Texas, on the 24th day of February, 2016.
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Atwood Oceanics, Inc. |
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By: |
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/s/ Robert J. Saltiel |
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Robert J. Saltiel |
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President and Chief Executive Officer |
POWER OF ATTORNEY
Each person whose signature appears below appoints Robert J. Saltiel, Mark W. Smith and Walter A. Baker, and each of them severally, each of
whom may act without the joinder of the others, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto and all 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, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them or their 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 indicated on the 24th day of February, 2016.
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Signature |
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Title |
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/s/ Robert J. Saltiel
Robert J. Saltiel |
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President and Chief Executive Officer and Director
(Principal Executive Officer) |
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/s/ Mark W. Smith
Mark W. Smith |
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Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) |
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/s/ Deborah A. Beck
Deborah A. Beck |
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Director |
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/s/ George S. Dotson
George S. Dotson |
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Director |
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/s/ Jack E. Golden
Jack E. Golden |
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Director |
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/s/ Hans Helmerich
Hans Helmerich |
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Director |
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/s/ Jeffrey A. Miller
Jeffrey A. Miller |
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Director |
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/s/ James R. Montague
James R. Montague |
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Director |
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/s/ Phil D. Wedemeyer
Phil D. Wedemeyer |
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Director |
EXHIBIT INDEX
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Number |
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Exhibit
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4.1* |
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Amended and Restated Certificate of Formation dated February 14, 2013 (incorporated by reference to Exhibit 3.1 to Atwood Oceanics, Inc.s Form 8-K filed on February 14, 2013). |
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4.2* |
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Amendment No. 1 to Amended and Restated Certificate of Formation dated February 19, 2014 (incorporated herein by reference to Exhibit 3.1 of Atwood Oceanics, Inc.s Form 8-K filed on February 21, 2014). |
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4.3* |
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By-Laws of Atwood Oceanics, Inc., effective March 7, 2013 (incorporated by reference to Exhibit 3.1 to Atwood Oceanics, Inc.s Current Report on Form 8-K filed on March 7, 2013). |
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4.4* |
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Atwood Oceanics, Inc. 2013 Long-Term Incentive Plan (incorporated by reference to Appendix A to Atwood Oceanics, Inc.s definitive proxy statement on Schedule 14A filed on January 3, 2013). |
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4.5 |
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Amendment No. 1 to Atwood Oceanics, Inc. 2013 Long-Term Incentive Plan. |
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5.1 |
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Opinion of Baker Botts L.L.P. |
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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 Baker Botts L.L.P. (included in Exhibit 5.1). |
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24.1 |
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Powers of Attorney (included on the signature page herein). |
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Incorporated herein by reference as indicated. |
Exhibit 4.5
AMENDMENT NO. 1 TO THE ATWOOD OCEANICS, INC.
2013 LONG-TERM INCENTIVE PLAN
FEBRUARY 17, 2016
WHEREAS, Atwood Oceanics, Inc., a Texas corporation (the Company), with shareholder approval, established an
incentive plan effective February 14, 2013, known as the Atwood Oceanics, Inc. 2013 Long-Term Incentive Plan (the Plan).
WHEREAS, the Company, as authorized by the Board of directors and subject to shareholder approval, wishes to amend the Plan as set
forth below:
1. Effective Date. This amendment (Amendment) will be effective February 17, 2015, upon approval by a
majority of the Companys shareholders.
2. Section 5 (a) of the Plan is replaced in its entirety by the following:
5. Shares of Common Stock Reserved for this Plan.
(a) Subject to adjustment as provided in Section 11 hereof, a total of 4,500,000 shares of Common Stock plus any shares
subject to outstanding awards under the 2007 Plan that are forfeited, terminated, expire unexercised, settled in cash, or exchanged for Awards that do not involve Common Stock, shall be reserved for issuance upon the exercise or payment of Awards
granted pursuant to this Plan. Such shares may be shares of original issuance or treasury shares or a combination of the foregoing.
3.
Terms used in this Amendment and not defined herein are used herein as they are defined in the Plan. References to this Plan (and indirect references such as hereof and herein) are amended to refer to the Plan as
amended by this Amendment.
4. Except as expressly amended hereby, the Plan shall remain in full force and effect.
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Attested to by the Corporate Secretary of Atwood Oceanics, Inc., as adopted by the Board of Directors as of November 19, 2015. |
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/s/ Walter A. Baker |
Exhibit 5.1
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ONE SHELL PLAZA 910 LOUISIANA
HOUSTON, TEXAS 77002-4995
TEL +1 713.229.1234
FAX +1 713.229.1522 BakerBotts.com |
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AUSTIN BEIJING
BRUSSELS DALLAS
DUBAI HONG KONG
HOUSTON |
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LONDON MOSCOW NEW YORK
PALO ALTO RIYADH
SAN FRANCISCO WASHINGTON |
February 24, 2016
Atwood
Oceanics, Inc.
15011 Katy Freeway, Suite 800
Houston, Texas
77094
Ladies and Gentlemen:
As set forth
in the Registration Statement on Form S-8 (the Registration Statement) to be filed on the date hereof by Atwood Oceanics, Inc., a Texas corporation (the Company), with the Securities and Exchange Commission (the
Commission) under the Securities Act of 1933, as amended (the Act), relating to 2,300,000 shares (the Shares) of common stock, par value $1.00 per share, of the Company (Common Stock) issuable pursuant
to the Companys 2013 Long-Term Incentive Plan, as amended (the Incentive Plan), certain legal matters with respect to the Shares are being passed upon for you by us. At your request, this opinion is being furnished to you for
filing as Exhibit 5.1 to the Registration Statement.
In our capacity as your counsel in the connection referred to above, we have
examined originals, or copies certified or otherwise identified, of the Amended and Restated Certificate of Formation and By-laws of the Company, each as amended to date, the Incentive Plan, corporate records of the Company, including minute books
of the Company, as furnished to us by the Company, certificates of public officials and of representatives of the Company, statutes and other instruments and documents as a basis for the opinions hereinafter expressed. In giving such opinions, we
have relied upon certificates of officers of the Company and of public officials with respect to the accuracy of the material factual matters contained in such certificates. In giving the opinions below, we have assumed that the signatures on all
documents examined by us are genuine, that all documents submitted to us as originals are accurate and complete, that all documents submitted to us as copies are true and correct copies of the originals thereof and that all information submitted to
us was accurate and complete. In addition, we have assumed for purposes of this opinion that the consideration received by the Company for the Shares will be not less than the par value of the Shares.
On the basis of the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that,
when issued by the Company pursuant to the provisions of the Incentive Plan following due authorization of a particular award thereunder by the Board of Directors of the Company or a duly constituted and acting committee thereof (the
Board) as provided in and in accordance with the Incentive Plan, the Shares issuable pursuant to such award will have been duly authorized by all necessary corporate action on the part of the Company; and upon issuance and delivery of
such Shares from time to time pursuant to the terms of such award for the consideration established pursuant to the terms of the Incentive Plan and otherwise in accordance with the terms and conditions of such award, including, if applicable, the
lapse of any restrictions relating thereto, the satisfaction of any performance conditions associated therewith and any requisite determinations by or pursuant to the authority of the Board as provided therein, and, in the case of stock options, the
exercise thereof and payment for such Shares as provided therein, such Shares will be validly issued, fully paid and non-assessable.
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Atwood Oceanics, Inc. |
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February 24, 2016 |
The opinions set forth above are limited in all respects to matters of the laws of the State of Texas, as in effect on the date hereof.
We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. In giving such consent, we
do not admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Baker Botts L.L.P.
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 November 12, 2015 relating to the
financial statements and the effectiveness of internal control over financial reporting, which appears in Atwood Oceanics, Inc.s Annual Report on Form 10-K for the year ended September 30, 2015.
/s/ PricewaterhouseCoopers LLP
Houston, Texas
February 22, 2016
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