PARKER DRILLING COMPANY (NYSE:PKD) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

PARKER DRILLING COMPANY (NYSE:PKD) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

In connection with the approval of the Stock Splits (as defined below), Parker Drilling Company (the “Company”) intends to voluntarily delist its common stock from trading on the New York Stock Exchange and to deregister its common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As previously disclosed, the Company’s Board of Directors (the “Board”), at its sole discretion, may elect to abandon the Stock Splits and the overall delisting and deregistration process for any reason, including if it determines that effecting the Stock Splits would be too costly. Assuming the Board determines to proceed with the Stock Splits, as part of the delisting process, the Company intends to file a Form 25 (Notification of Removal From Listing and/or Registration under Section 12(b) of the Exchange Act) with the Securities and Exchange Commission (the “SEC”). The Company expects that the delisting will occur ten days after the filing of the Form 25, at which point, the Company intends to file a Form 15 with the SEC certifying that it has less than 300 stockholders, which will terminate the registration of the Company’s common stock under Section 12(g) of the Exchange Act.
Item 5.07 Submission of Matters to a Vote of Security Holders
On January 9, 2020, the Company held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the holders of a majority of the Company’s issued and outstanding shares of common stock entitled to vote approved amendments to the Company’s certificate of incorporation, as amended (the “Certificate of Incorporation”), to effect a reverse stock split of the Company’s common stock (the “Reverse Stock Split”), followed immediately by a forward stock split of the Company’s common stock (the “Forward Stock Split,” and together with the Reverse Stock Split, the “Stock Splits”), at a ratio (i) not less than 1-for-5 and not greater than 1-for-100, in the case of the Reverse Stock Split, and (ii) not less than 5-for-1 and not greater than 100-for-1, in the case of the Forward Stock Split. The amendments were approved with (i) 11,225,127 shares of common stock voting in favor of the Reverse Stock Split, 2,480,798 shares voting against the Reverse Stock Split and 680 shares abstaining, and (ii) 11,212,686 shares of common stock voting in favor of the Forward Stock Split, 2,493,249 shares voting against the Forward Stock Split and 670 shares abstaining.
The exact stock split ratios will be set within the ranges described above at the discretion of the Board (and, in all cases, with the forward stock split ratio being the inverse of the reverse stock split ratio). The Board will evaluate updated ownership data impacting the various stock split ratios so that it can determine the aggregate costs of the stock splits within the range of stock split ratios before choosing the stock split ratios. After determining the appropriate stock split ratios, the Board will direct the Company to file with the State of Delaware certificates of amendment to the Company’s Certificate of Incorporation to effectuate the Stock Splits. At this time, the Company believes that any reverse stock split ratio within the approved ranges would reduce the number of record holders below 300, which is the level at or above which the Company is required to file reports with the SEC.
Item 7.01 Regulation FD Disclosure
On January 9, 2020, the Company issued a press release related to the foregoing. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.
The information contained in this Item 7.01 and the exhibit hereto shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, and shall not be incorporated by reference into any filings made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are furnished herewith:
PARKER DRILLING CO /DE/ Exhibit
EX-99.1 2 pressreleaserespecialmeeti.htm EXHIBIT 99.1 Exhibit Parker Drilling Company Announces Results of Special Meeting of StockholdersCompany Intends to File Form 25 to Voluntarily Delist Common Stock from the New York Stock ExchangeHOUSTON,…
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About PARKER DRILLING COMPANY (NYSE:PKD)

Parker Drilling Company (Parker Drilling) is a provider of contract drilling, and drilling-related services and rental tools. The Company’s business consists of two business lines: drilling services and rental tools services. Its Rental Tools Services business includes its Rental Tools segment, and its Drilling Services business includes its U.S. (Lower 48) Drilling, and International & Alaska Drilling segments. The Company’s U.S. (Lower 48) Drilling segment provides drilling services with its Gulf of Mexico barge drilling rig fleet and through U.S. (Lower 48) based O&M services. Its International & Alaska Drilling segment provides drilling services, with Company-owned rigs, as well as through O&M contracts, and project related services. In its Rental Tools Services business, it provides rental equipment and services to exploration and production (E&P) companies, drilling contractors and service companies on land and offshore in the United States and select international markets.

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