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Delaware
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73-1283193
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(State
or Other Jurisdiction of
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(I.R.S.
Employer Identification No.)
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Incorporation
or Organization)
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7130
South Lewis, Suite 1000
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Tulsa,
Oklahoma
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74136
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Mark
E. Schell
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Copy
to:
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Senior
Vice President and General Counsel
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Unit
Corporation
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Robert
J. Melgaard, Esq.
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7130
South Lewis, Suite 1000
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Conner
& Winters, LLP
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Tulsa,
Oklahoma 74136
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4000
One Williams Center
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(Name
and Address of Agent for Service)
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Tulsa,
Oklahoma 74172-0148
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(918)
586 -8973
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(918) 493-7700
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(Telephone
Number, Including Area Code, of Agent For
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Service)
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Proposed
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Maximum
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Proposed
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Amount
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Offering
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Maximum
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Amount
of
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Title
Of Each Class Of Securities
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To
Be
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Price
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Aggregate
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Registration
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To
Be Registered
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Registered (1)
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Per
Share
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Offering
Price
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Fee
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Common
Stock, par value $0.20 per share(3)
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1,500,000
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$43.88
(2)
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$
65,820,000(2)
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$7,042.74
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(1)
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This
Registration Statement covers shares to be acquired by the Trustee
pursuant to the Unit Corporation Employees’ Thrift Plan (the "Plan") for
the accounts of Plan participants. In addition, pursuant to Rule
416(c)
under the Securities Act of 1933, as amended, this Registration
Statement
also covers an indeterminate amount of interests to be offered
or sold
pursuant to the Plan. This Registration Statement further includes
an
indeterminate number of additional shares that may be issued
to adjust the
number of shares issued pursuant to the Plan as the result of
any future
stock dividend, stock split or similar adjustment of the outstanding
shares of Common Stock of the Registrant.
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(2)
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Calculated
solely for purposes of this offering under Rule 457(h) of the
Securities
Act of 1933, as amended, on the basis of the average of the high
and low
selling prices per share of Common Stock of the Registrant on
October 5,
2006, as reported on the New York Stock Exchange.
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(3)
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Each
share of Common Stock of the Registrant is accompanied by a preferred
share purchase right under the Rights Agreement as amended and
restated on
May 18, 2005, between the Registrant and Mellon Investor Services,
L.L.C,
as Rights Agent.
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PART
I
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1
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PART
II
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1
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Item
3. Incorporation of Documents by Reference
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1
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Item
4. Description of Securities
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1
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Item
5. Interests of Named Experts and Counsel
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2
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Item
6. Indemnification of Directors and Officers
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2
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Item
7. Exemption from Registration Claimed
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2
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Item
8. Exhibits
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2
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Item
9. Undertakings
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3
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SIGNATURES
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5
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EXHIBIT
INDEX
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7
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EX-5:
OPINION AND CONSENT OF MARK E. SCHELL, ESQ.
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EX-23.1:
CONSENT OF PRICEWATERHOUSECOOPERS LLP
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EX-23.3:
CONSENT OF RYDER SCOTT COMPANY
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(a)
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the
Company’s Annual Report on Form 10-K for the fiscal year ended December
31, 2005, filed with the Commission on March 13, 2006;
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(b)
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the
Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended
March 31, 2006 and June 30, 2006, filed with the Commission on
May 5, 2006
and August 8, 2006, respectively;
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(c)
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the
Company's Current Reports on Form 8-K, filed with the Commission
on
January 17, 2006; February 8, 2006; April 18, 2006; May 9, 2006;
and
October 3, 2006;
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(d)
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the
Plan’s Annual Report on Form 11-K for the year ended December 31,
2005,
filed with the Commission on June 29, 2006;
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(e)
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the
description of the Registrant’s common stock set forth in the Registrant’s
Registration Statement on Amended Form 8-B, dated October 7,
1986, filed
with the Commission, including any amendment or report heretofor
or
hereafter filed for the purpose of updating the description;
and
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(f)
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the
description of rights to purchase preferred stock contained in
the
Registrant's Registration Statement on Form 8-A/A, filed with
the
Commission on May 23, 2005, including any amendment or report
heretofor or
hereafter filed for the purpose of updating the
description.
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for
a breach of the director's duty of loyalty to us or to our stockholders;
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for
acts or omissions not in good faith or which involve intentional
misconduct or knowing violation of law;
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under
Section 174 of the Delaware General Corporation Law (relating
to the
declaration of dividends and purchase or redemption of shares
in violation
of the Delaware General Corporation Law); or
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for transactions from which the director derived an improper personal benefit. |
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Exhibit
No.
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Description
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4.1
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Form
of Common Stock Certificate of the Registrant (incorporated herein
by
reference to Exhibit 4.1 to the Registrant's Form S-3 (File No.
333-83551).
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4.2
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Rights
Agreement as amended and restated on May 18, 2005, between the
Registrant
and Mellon Investor Services, L.L.C., as Rights Agent (incorporated
herein
by reference to Exhibit 4.1 to the Registrant's Form 8-K dated
May 18,
2005).
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5
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Opinion
and consent of Mark E. Schell, Esq.*
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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 Mark E. Schell, Esq. (included in Exhibit 5).*
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23.3
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Consent
of Ryder Scott Company, L.P.*
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24
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Power
of Attorney (included on signature page).*
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*
Filed herewith.
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UNIT
CORPORATION
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By:
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/s/
Mark E. Schell
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Name:
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Mark
E. Schell
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Title:
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Senior
Vice President and
General
Counsel
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Name
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Title
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Date
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/s/
John G. Nikkel
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Chairman
of the Board and
Director
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October
6, 2006
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------------------------------------
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John
G. Nikkel
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President,
Chief Executive
Officer,
Chief Operating
Officer
and Director
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October
6, 2006
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/s/
Larry D. Pinkston
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(Principal
Executive Officer)
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------------------------------------
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Larry
D. Pinkston
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Chief
Financial Officer and
Treasurer
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October
6, 2006
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/s/
David T. Merrill
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(Principal
Financial Officer)
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------------------------------------
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David
T. Merrill
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Controller
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October
6, 2006
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/s/
Stanley W. Belitz
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(Principal
Accounting Officer)
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------------------------------------
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Stanley
W. Belitz
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/s/
J. Michael Adcock
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Director
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October
6, 2006
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------------------------------------
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J.
Michael Adcock
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Director
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October
6, 2006
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------------------------------------
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Don
Cook
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/s/
Gary R. Christopher
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Director
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October
6, 2006
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------------------------------------
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Gary
R. Christopher
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------------------------------------
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Director
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October
6, 2006
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King
P. Kirchner
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/s/
William B. Morgan
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Director
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October
6, 2006
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------------------------------------
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William
B. Morgan
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/s/
Robert J. Sullivan, Jr.
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Director
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October
6, 2006
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------------------------------------
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Robert
J. Sullivan, Jr.
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/s/
John H. Williams
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Director
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October
6, 2006
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------------------------------------
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John
H. Williams
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Exhibit
No.
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Description
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4.1
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Form
of Common Stock Certificate of the Registrant (incorporated herein
by
reference to Exhibit 4.1 to the Registrant's Form S-3 (File No.
333-83551).
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4.2
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Rights
Agreement as amended and restated on May 18, 2005, between the
Registrant
and Mellon Investor Services, L.L.C., as Rights Agent (incorporated
herein
by reference to Exhibit 4.1 to the Registrant's Form 8-K dated
May 18,
2005).
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5
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Opinion
and consent of Mark E. Schell, Esq.*
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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 Mark E. Schell, Esq. (included in Exhibit 5).*
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23.3
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Consent
of Ryder Scott Company, L.P.*
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24
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Power
of Attorney (included on signature
page).*
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*
Filed herewith.
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