SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): JUNE 21, 2005
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OIL STATES INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-16337 76-0476605
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation or organization) Number) Identification No.)
THREE ALLEN CENTER
333 CLAY STREET, SUITE 4620
HOUSTON, TEXAS 77002
(Address and zip code of principal
executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 652-0582
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 (see General Instruction A.2. below):
[-] 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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
See Item 2.03, which is incorporated by reference herein.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
On June 16, 2005, Oil States International, Inc. ("Oil States") entered
into a purchase agreement (the "Purchase Agreement") with RBC Capital Markets
Corporation (the "Initial Purchaser"). Pursuant to the Purchase Agreement, Oil
States agreed to sell to the Initial Purchaser $125 million aggregate principal
amount of its 2 3/8% Contingent Convertible Senior Notes due 2025 (the "Notes"),
the form of which is attached hereto as Exhibit 4.6. Oil States also granted the
Initial Purchaser an option to purchase, within 30 days of June 16, 2005, up to
$50,000,000 aggregate principal amount of additional Notes.
The closing of the sale of the Notes occurred on June 21, 2005. The Notes
were not registered under the Securities Act of 1933, as amended (the
"Securities Act"), and were sold to the Initial Purchaser in reliance on the
exemption from registration provided by Section 4(2) of the Securities Act. The
Initial Purchaser of the Notes then sold the Notes to qualified institutional
buyers pursuant to the exemption from registration provided by Rule 144A under
the Securities Act. Oil States relied on these exemptions from registration
based on representations made by the Initial Purchasers in the Purchase
Agreement.
The Notes are governed by the terms of an indenture, dated June 21, 2005,
between Oil States and Wells Fargo Bank, National Association, as Trustee, a
copy of which is attached hereto as Exhibit 4.5. Pursuant to a registration
rights agreement, dated June 21, 2005, with the Initial Purchaser, a copy of
which is attached hereto as Exhibit 4.4, Oil States agreed to file a shelf
registration statement with the Securities and Exchange Commission covering
resales of the Notes and Oil States' common stock issuable upon conversion of
the Notes.
The summary of the foregoing transaction is qualified in its entirety by
reference to the text of the related agreements, which are included as exhibits
hereto and are incorporated herein by reference.
ITEM 8.01 OTHER EVENTS.
On June 21, 2005, Oil States International, Inc. ("Oil States") issued a
press release announcing that it has closed its previously announced private
offering of $125 million aggregate principal amount of its 2 3/8% contingent
convertible senior notes due 2025. A copy of the press release is furnished
herewith as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Current Report on Form 8-K, including
the exhibit hereto, is neither an offer to sell nor a solicitation of an offer
to purchase any of the securities to be offered and sold. The securities offered
and sold have not been registered under the Securities Act of 1933, as amended,
or applicable state securities laws and may not be offered or sold in the United
States absent registration or an applicable exemption from the registration
requirements of the Securities Act of 1933, as amended, and applicable state
securities laws.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit
Number Description of Document
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4.4 Registration Rights Agreement dated as of June 21, 2005 by and between
Oil States International, Inc. and RBC Capital Markets Corporation
4.5 Indenture dated as of June 21, 2005 by and between Oil States
International, Inc. and Wells Fargo Bank, National Association, as
trustee.
4.6 Global Note representing $125,000,000 aggregate principal amount of
2 3/8% Contingent Convertible Senior Notes due 2025.
(incorporated by reference to Section 2.2 of Exhibit 4.5 hereof)
99.1 Press Release dated June 21, 2005
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.
Dated: June 23, 2005
OIL STATES INTERNATIONAL, INC.
By: /s/ Robert W. Hampton
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Name: Robert W. Hampton
Title: Vice President - Finance and Accounting
INDEX TO EXHIBITS
Exhibit
Number Description of Document
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4.4 Registration Rights Agreement dated as of June 21, 2005 by and between
Oil States International, Inc. and RBC Capital Markets Corporation
4.5 Indenture dated as of June 21, 2005 by and between Oil States
International, Inc. and Wells Fargo Bank, National Association, as
trustee.
4.6 Global Note representing $125,000,000 aggregate principal amount of
2 3/8% Contingent Convertible Senior Notes due 2025.
(incorporated by reference to Section 2.2 of Exhibit 4.5 hereof)
99.1 Press Release dated June 21, 2005