PARKER DRILLING COMPANY (NYSE:PKD) Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure
On March 19, 2020, Parker Drilling Company (the “Company”) issued a press release related to the matters herein. 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 Securities Exchange Act of 1934, as amended (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 (the “Securities Act”), or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Item 8.01 Other Events
In connection with its previously announced plan to voluntarily withdraw and delist its common stock from trading on the New York Stock Exchange (which occurred on February 10, 2020, as a result of the Company filing a Form 25 on January 29, 2020) and deregister its common stock under the Exchange Act, the Company’s Board of Directors (the “Board”) determined the reverse stock split ratio to be 1-for-50 and the forward stock split ratio to be 50-for-1. These stock split ratios were within the ranges approved by the Company’s stockholders at the special meeting held on January 9, 2020. The Board also determined to abandon all other stock split ratios within the ranges approved by the Company’s stockholders at the special meeting.
The Company filed certificates of amendment to the Company’s Amended and Restated Certificate of Incorporation with the State of Delaware to effect the reverse stock split, followed immediately by the forward stock split, both effective on March 19, 2020. Copies of the certificates of amendment are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated by reference herein.
Following the effectiveness of the stock splits, the Company filed a Form 15 with the SEC certifying that it has less than 300 stockholders, which terminated the registration of the Company’s common stock under Section 12(g) of the Exchange Act.
The press release announcing the Board’s determination of the stock split ratios and deregistration of the Company’s common stock is filed as Exhibit 99.1 and is incorporated by reference herein.
For more information regarding the Company’s deregistration and delisting transaction, please refer to the definitive proxy statement on Schedule 14A filed with the SEC on November 25, 2019.
Item 9.01 Financial Statements and Exhibits
PARKER DRILLING CO /DE/ Exhibit
EX-3.1 2 charteramendmentsreversest.htm EXHIBIT 3.1 Exhibit Exhibit 3.1CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PARKER DRILLING COMPANYThe Corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:1.The name of the Corporation is Parker Drilling Company.2.Article IV of the Amended and Restated Certificate of Incorporation of the Corporation (hereinafter called the “Certificate of Incorporation”) is hereby amended by inserting the following paragraph at the end thereof:“Section 4.5 Reverse Stock Split. Without regard to any other provision of this Certificate of Incorporation,…
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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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