sv3
As filed with the Securities and Exchange Commission on
October 11, 2007
Registration
No. 333-
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF
1933
Allis-Chalmers Energy
Inc.
(Exact name of registrant as
specified in its charter)
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Delaware
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1389
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39-0126090
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(State or other jurisdiction
of
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(Primary standard
industrial
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(I.R.S. employer
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incorporation or
organization)
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classification code
number)
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identification number)
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5075 Westheimer, Suite 890
Houston, Texas 77056
(713) 369-0550
(Address, including zip code,
and telephone number, including area code, of registrants
principal executive offices)
Victor M. Perez
Chief Financial Officer
5075 Westheimer, Suite 890
Houston, Texas 77056
(713) 369-0550
(Name, address, including zip
code, and telephone number, including area code, of agent for
service)
With a copy to:
Robert V. Jewell
Henry Havre
Andrews Kurth LLP
600 Travis, Suite 4200
Houston, Texas 77002
(713) 220-4200
Approximate date of commencement of proposed sale to the
public: At such time or times after the effective
date of this Registration Statement as the selling stockholder
shall determine.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following
box. o
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, check the
following box. þ
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the
following box. o
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities
Act, check the following
box. o
CALCULATION
OF REGISTRATION FEE
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Title of Each Class of
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Amount to be
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Proposed Maximum
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Proposed Maximum
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Amount of
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Securities to be Registered
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Registered(1)
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Offering Price Per Share(2)
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Aggregate Offering Price(2)
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Registration Fee
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Common Stock
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3,200,000
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$18.12
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$57,984,000
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$1,781
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(1)
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All of the shares of common stock offered hereby are for the
accounts of the selling stockholder.
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(2)
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Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(c) under the Securities Act of
1933. The calculation of the registration fee is based on the
average of the high and low price for the Common Stock on
October 10, 2007 as reported by the New York Stock Exchange.
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The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the SEC, acting
pursuant to said Section 8(a), may determine.
The
information in this prospectus supplement is not complete and
may be changed. The selling stockholder may not sell these
securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus
is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any jurisdiction
where the offer or sale is not permitted.
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SUBJECT TO COMPLETION, DATED
OCTOBER 11, 2007
PROSPECTUS
3,200,000 Shares
ALLIS-CHALMERS ENERGY
INC.
Common Stock
This prospectus relates to the resale of 3,200,000 shares
of the common stock of Allis-Chalmers Energy Inc. that may be
offered and sold from time to time by the selling stockholder
named in this prospectus.
The selling stockholder and its permitted transferees may offer
and sell the shares from time to time at market prices, in
negotiated transactions or otherwise. The timing and amount of
any sale are within the sole discretion of the selling
stockholder. The selling stockholder may sell the shares
directly or through underwriters, brokers or dealers. The
selling stockholder will pay commissions or discounts to
underwriters, brokers or dealers in amounts to be negotiated
prior to the sale. We will not receive any of the proceeds from
the sale of the shares by the selling stockholder. See
Plan of Distribution on page 4 for more
information on this topic.
Our common stock is listed on the New York Stock Exchange under
the symbol ALY. On October 10, 2007, the
closing sale price of our common stock on the New York Stock
Exchange was $18.44 per share.
Investing in our common stock involves risks, including those
contained or incorporated by reference herein as described under
Risk Factors on page 2 of this prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or has determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus
is ,
2007
TABLE OF
CONTENTS
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Page
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i
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ii
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ii
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iii
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iii
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1
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2
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3
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3
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4
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5
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5
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Opinion of Andrews Kurth LLP |
Consent of UHY LLP |
Consent of Wright, Moore, Dehart, Dupuis & Hutchinson, LLC |
Consent of Curtis Blakely & Co., PC |
Consent of Accounting & Consulting Group, LLP |
Consent of UHY LLP |
Consent of Sibille |
Consent of Broussard, Poche, Lewis & Breaux, L.L.P. |
Consent of UHY Mann Frankfort Stein & Lipp CPAs, LLP |
This prospectus is part of a registration statement that we
filed with the Securities and Exchange Commission, or SEC,
utilizing a shelf registration process. Under this
shelf registration process, the selling stockholder may sell the
securities described in this prospectus in one or more
offerings. This prospectus does not contain all of the
information included in the registration statement. The
registration statement filed with the SEC includes exhibits that
provide more details about the matters discussed in this
prospectus. You should carefully read this prospectus, the
related exhibits filed with the SEC, together with the
additional information described below under the headings
Where You Can Find More Information and
Incorporation by Reference.
You should rely only on the information contained or
incorporated by reference in this prospectus. We have not, and
the selling stockholder has not, authorized any other person to
provide you with different information. If anyone provides you
with different or inconsistent information, you should not rely
on it. The selling stockholder is not making offers to sell or
seeking offers to buy any of the securities covered by this
prospectus in any state where the offer is not permitted. You
should assume that the information appearing in this prospectus
and any other document incorporated by reference is accurate
only as of the date on the front cover of those documents. Our
business, financial condition, results of operations and
prospects may have changed since those dates.
Under no circumstances should the delivery to you of this
prospectus or any offer or sale made pursuant to this prospectus
create any implication that the information contained in this
prospectus is correct as of any time after the date of this
prospectus.
Unless otherwise indicated or unless the context otherwise
requires, all references in this prospectus to
Allis-Chalmers, we, us, and
our mean Allis-Chalmers Energy Inc. and its wholly
owned subsidiaries.
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WHERE
YOU CAN FIND MORE INFORMATION
We have filed a registration statement with the SEC under the
Securities Act of 1933, as amended, which we refer to as the
Securities Act, that registers the resale by the selling
stockholder of the securities offered by this prospectus. The
registration statement, including the attached exhibits,
contains additional relevant information about us. The rules and
regulations of the SEC allow us to omit some information
included in the registration statement from this prospectus.
We file annual, quarterly, and other reports, proxy statements
and other information with the SEC under the Securities Exchange
Act of 1934, as amended, which we refer to as the Exchange Act.
You may read and copy any materials we file with the SEC at the
SECs public reference room at 100 F Street,
N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330
for further information on the public reference room. Our SEC
filings are also available to the public through the SECs
website at
http://www.sec.gov.
General information about us, including our annual reports on
Form 10-K,
quarterly reports on
Form 10-Q
and current reports on
Form 8-K,
as well as any amendments and exhibits to those reports, are
available free of charge through our website at
http://www.alchenergy.com
as soon as reasonably practicable after we file them with,
or furnish them to, the SEC. Information on our website is not
incorporated into this prospectus or our other securities
filings and is not a part of this prospectus.
INCORPORATION
BY REFERENCE
The SEC allows us to incorporate by reference
information into this document. This means that we can disclose
important information to you by referring you to another
document filed separately with the SEC. The information
incorporated by reference is considered to be part of this
prospectus. We incorporate by reference the documents listed
below, other than any portions of the respective filings that
were furnished (pursuant to Item 2.02 or Item 7.01 of
current reports on
Form 8-K
or other applicable SEC rules) rather than filed:
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our annual report on
Form 10-K
for the year ended December 31, 2006, as filed with the SEC
on March 15, 2007, which we refer to collectively as our
2006
Form 10-K;
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our quarterly report on
Form 10-Q
for the quarter ended March 31, 2007, as filed with the SEC
on May 10, 2007, which we refer to collectively as our
First Quarter 2007
Form 10-Q;
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our quarterly report on
Form 10-Q
for the quarter ended June 30, 2007, as filed with the SEC
on August 9, 2007, which we refer to as our Second Quarter
2007
Form 10-Q;
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our current reports on
Form 8-K
and 8-K/A,
as filed with the SEC on January 4, 2007, January 24,
2007, January 25, 2007, January 29, 2007 (two
reports), February 13, 2007, March 7, 2007,
April 3, 2007, April 16, 2007, April 19, 2007,
May 2, 2007, May 17, 2007, July 13, 2007,
July 24, 2007 and August 9, 2007;
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our current reports on
Form 8-K
and 8-K/A
containing additional information required by
Rule 3-05
and Article 11 of
Regulation S-X,
as filed with the SEC on April 5, 2005, May 6, 2005,
June 10, 2005, July 15, 2005, September 2, 2005,
July 17, 2006, August 14, 2006, September 29,
2006, October 19, 2006, October 26, 2006,
December 13, 2006 and December 18, 2006; and
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the description of our common stock in our Registration
Statement on
Form 8-A
(File
No. 001-02199)
under Section 12(b) of the Exchange Act.
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All documents that we file pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this
prospectus and until any offerings hereunder are completed, or
after the date of the registration statement of which this
prospectus forms a part and prior to effectiveness of the
registration statement, will be deemed to be incorporated by
reference into this prospectus and will be a part of this
prospectus from the date of the filing of the document. Any
statement contained in a document incorporated or deemed to be
incorporated by reference in this prospectus will be deemed to
be modified or superseded for purposes of this prospectus to the
extent that a statement contained in this prospectus or in any
other subsequently filed document that also is or is deemed to
be incorporated by reference in this prospectus modifies or
supersedes that statement. Any statement that is modified or
superseded will not constitute a part of this prospectus, except
as modified or superseded.
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We will provide to each person, including any beneficial owner
to whom a prospectus is delivered, a copy of these filings,
other than an exhibit to these filings unless we have
specifically incorporated that exhibit by reference into the
filing, upon written or oral request and at no cost. Requests
should be made by writing or telephoning us at the following
address:
Allis-Chalmers Energy Inc.
5075 Westheimer, Suite 890
Houston, Texas 77056
(713) 369-0550
Attn: Investor Relations
CAUTIONARY
STATEMENT
REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements within the
meaning of Section 27A of the Securities Act regarding our
business, financial condition, results of operations and
prospects. Words such as expects, anticipates, intends, plans,
believes, seeks, estimates and similar expressions or variations
of such words are intended to identify forward-looking
statements. However, these are not the exclusive means of
identifying forward-looking statements. Although forward-looking
statements contained in this prospectus reflect our good faith
judgment, such statements can only be based on facts and factors
currently known to us. Consequently, forward-looking statements
are inherently subject to risks and uncertainties, and actual
outcomes may differ materially from the results and outcomes
discussed in the forward-looking statements. Further information
about the risks and uncertainties that may impact us are
described or incorporated by reference in Risk
Factors beginning on page 2. You should read that
section carefully. You should not place undue reliance on
forward-looking statements, which speak only as of the date of
this prospectus. We undertake no obligation to update publicly
any forward-looking statements in order to reflect any event or
circumstance occurring after the date of this prospectus or
currently unknown facts or conditions or the occurrence of
unanticipated events.
We have obtained some industry and market share data from
third-party sources that we believe are reliable. In many cases,
however, we have made statements in this prospectus (or in
documents incorporated by reference in this prospectus)
regarding our industry and our position in the industry based on
estimates made based on our experience in the industry and our
own investigation of market conditions. We believe these
estimates to be accurate as of the date of this prospectus.
However, this information may prove to be inaccurate because of
the method by which we obtained some of the data for our
estimates or because this information cannot always be verified
with complete certainty due to the limits on the availability
and reliability of raw data, the voluntary nature of the data
gathering process and other limitations and uncertainties. As a
result, you should be aware that the industry and market data
included or incorporated by reference in this prospectus, and
estimates and beliefs based on that data, may not be reliable.
We cannot, and the underwriters cannot, guarantee the accuracy
or completeness of any such information.
iii
This summary highlights selected information contained
elsewhere in this prospectus or in documents incorporated by
reference in this prospectus. This summary does not contain all
of the information that you should consider before investing in
our common stock. You should read carefully the entire
prospectus, including Risk Factors and the other
information contained or incorporated by reference in this
prospectus before making an investment decision.
Our
Business
We are a multi-faceted oilfield services company that provides
services and equipment to oil and natural gas exploration and
production companies, domestically in Texas, Louisiana, New
Mexico, Colorado, Oklahoma, Mississippi, Utah, Wyoming,
Arkansas, Alabama, West Virginia, offshore in the Gulf of
Mexico, and internationally in Argentina and Mexico. We operate
in six sectors of the oil and natural gas service industry:
rental services; international drilling; directional drilling;
tubular services; underbalanced drilling; and production
services. Our central operating strategy is to provide
high-quality, technologically advanced services and equipment.
As a result of our commitment to customer service, we have
developed strong relationships with many of the leading oil and
natural gas companies, including both independents and majors.
Our growth strategy is focused on identifying and pursuing
opportunities in markets we believe are growing faster than the
overall oilfield services industry in which we believe we can
capitalize on our competitive strengths. Over the past several
years, we have significantly expanded the geographic scope of
our operations and the range of services we provide through
organic growth and strategic acquisitions. Our organic growth
has primarily been achieved through expanding our geographic
scope, acquiring complementary property and equipment, hiring
personnel to service new regions and cross-selling our products
and services from existing operating locations. Since 2001, we
have completed 19 acquisitions, including six in 2005 and five
significant acquisitions in 2006.
Our principal executive offices are located at
5075 Westheimer, Suite 890, Houston, Texas 77056, and
our telephone number at that address is
(800) 997-9534.
Our website address is
http://www.alchenergy.com.
However, information contained on our website is not
incorporated by reference into this prospectus, and you should
not consider the information contained on our website to be part
of this prospectus.
1
An investment in our common stock is subject to numerous
risks, including those listed below and the other risks listed
under the caption Risk Factors incorporated by
reference to our 2006
Form 10-K
and our Second Quarter 2007
Form 10-Q.
You should carefully consider these risks, along with the
information provided elsewhere in this prospectus and the
documents we incorporate by reference in this prospectus before
investing in the common stock. You could lose all or part of
your investment in the common stock.
Additional
Risks Associated With an Investment in Our Common
Stock
We may
have a contingent liability arising out of a possible violation
of Section 5 of the Securities Act in connection with
electronic communications sent to potential investors in our
common stock.
On or about July 20, 2006, one of the proposed underwriters
of our common stock offering (which closed on August 14,
2006) sent
e-mails
and/or
instant messages to approximately 20 potential investors in our
common stock. Although we did not authorize these
communications, and we believe they were not made or intended to
be made on our behalf, these communications may have constituted
violations of Section 5 of the Securities Act. Accordingly,
if the recipients of these emails purchased shares in the August
2006 common stock offering, they might have the right, under
certain circumstances, to require us to repurchase those shares.
Consequently, we could have a contingent liability arising out
of these possible violations of the Securities Act. The
magnitude of this liability is presently impossible to quantify,
and would depend upon the number of shares purchased by the
recipients of such communications and the trading price of our
common stock. However, the proposed underwriter who sent these
electronic communications did not act as an underwriter in the
August 2006 common stock offering, and we and the underwriters
that did participate in the August 2006 common stock offering
took measures designed to ensure that the recipients of the
communications did not have the opportunity to purchase shares
in that offering. Furthermore, if any investors in our common
stock do assert any such liability, we intend to contest the
matter vigorously, and in light of the remedial measures and our
belief that the communications were not made or intended to be
made on our behalf, we do not believe that any such liability
would be material to our financial condition.
Substantial
sales of our common stock could adversely affect our stock
price.
Sales of a substantial number of shares of common stock after
the date of this prospectus, or the perception that such sales
could occur, could adversely affect the market price of our
common stock by introducing a large number of sellers to the
market. Such sales could cause the market price of our common
stock to decline.
As of October 8, 2007, we had 35,046,745 shares of
common stock outstanding. We have reserved an additional
2,547,263 shares of common stock for issuance under our
equity compensation plans, of which 650,931 shares are
currently issuable upon the exercise of outstanding options with
a weighted average exercise price of $6.45 per share. In
addition, we have reserved 4,000 shares for issuance upon
the exercise of outstanding options (with an exercise price of
$13.75 per share) granted to former and continuing board members
in 1999 and 2000. All of the shares of common stock to be sold
pursuant to this prospectus and any additional shares of common
stock that may be sold pursuant to any other registration
statements that we have filed, or may file in the future, with
the SEC will be freely tradable without restriction or further
registration under the federal securities laws unless purchased
by our affiliates, as that term is defined in Rule 144
under the Securities Act.
In connection with our acquisition of all the outstanding
capital stock of DLS Drilling, Logistics & Services
Corporation, or DLS, we entered into an investors rights
agreement with the seller parties to the DLS stock purchase
agreement, who collectively hold 2.5 million shares of our
common stock. In connection with our acquisition of
substantially all the assets of Oil & Gas Rental
Services, Inc., which we refer to as OGR, we entered into an
investor rights agreement with OGR, which owns 3.2 million
shares of our common stock. Under these agreements, the DLS
sellers and the OGR sellers are entitled to certain rights with
respect to the registration of the sale of such shares under the
Securities Act. We have filed the registration statement of
which this prospectus forms a part in order to comply with our
obligations under the investor rights agreement with OGR. By
exercising their registration rights and causing a large number
of shares to be sold in the public market, these holders could
cause the market price of our common stock to decline.
2
We cannot predict whether future sales of our common stock, or
the availability of our common stock for sale, will adversely
affect the market price for our common stock or our ability to
raise capital by offering equity securities.
The shares of common stock to be offered and sold pursuant to
this prospectus will be offered and sold by the selling
stockholder. We will not receive any proceeds from the sale of
the shares by the selling stockholder.
On December 18, 2006, we completed the acquisition of
substantially all of the assets of Oil & Gas Rental
Services, Inc., or OGR, pursuant to the asset purchase agreement
dated as of October 25, 2006, by and between us and OGR. In
accordance with the asset purchase agreement, we issued an
aggregate of 3,200,000 shares of our common stock to OGR as
the stock component of the purchase price for the assets. The
issuance of the shares to OGR was exempt from the registration
requirements of the Securities Act under Section 4(2) of
the Securities Act, which did not involve a public offering. In
accordance with (and in connection with the consummation of the
transactions contemplated by) the asset purchase agreement, we
entered into an investor rights agreement with OGR. Pursuant to
the investor rights agreement, we agreed to, one year after the
closing of the asset purchase agreement, file with the SEC a
registration statement relating to the registration of the offer
and sale by OGR of the 3,200,000 shares of our common stock
issued to OGR pursuant to the asset purchase agreement. We have
filed the registration statement of which this prospectus forms
a part in order to comply with our obligation under the investor
rights agreement with OGR.
Burt A. Adams is the President and Chief Operating Officer of
Allis-Chalmers. Mr. Adams is also the President and Chief
Executive Officer and a minority shareholder of OGR.
The following table sets forth information regarding the selling
stockholder and the number of shares of common stock the selling
stockholder is offering. The term selling
stockholder includes donees, pledgees, transferees, or
other
successors-in-interest
selling securities received from the named selling stockholder
as a gift, pledge, stockholder distribution or other non-sale
related transfer after the date of this prospectus. Under the
rules of the SEC, beneficial ownership includes shares over
which the indicated beneficial owner exercises voting or
investment power. The percentage ownership data is based on
35,046,745 shares of our common stock issued and
outstanding as of October 8, 2007.
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Shares Beneficially Owned
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Shares Beneficially Owned
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Before the Offering
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Shares That May be
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After the Offering(2)
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Name
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Number
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Percent
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Offered Hereby
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Number
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Percent
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Oil & Gas Rental Services, Inc.(1)
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3,200,000
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9.1
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%
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3,200,000
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(1) |
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The address of OGR is 948 Degravelle Road, Amelia, Louisiana
70340. |
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(2) |
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Assumes the selling stockholder disposes of all the shares of
common stock covered by this prospectus. |
3
The shares of common stock offered by this prospectus may be
sold by the selling stockholder or its transferees from time to
time in:
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transactions in the over-the-counter market, the New York Stock
Exchange, or on one or more exchanges on which the securities
may be listed or quoted at the time of sale;
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negotiated transactions;
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transactions otherwise than on the NYSE or exchanges;
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underwritten offerings;
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distributions to equity security holders, partners or other
stockholders of the selling stockholder;
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through the writing of options, whether such options are listed
on an options exchange or otherwise; or
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through a combination of these methods of sale.
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The selling stockholder may sell the shares of our common stock
at:
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fixed prices which may be changed;
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market prices prevailing at the time of sale;
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prices related to prevailing market prices;
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negotiated prices; or
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any other method permitted by law.
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The term selling stockholder includes donees,
pledgees, transferees, or other
successors-in-interest
selling securities received from the named selling stockholder
as a gift, pledge, stockholder distribution or other non-sale
related transfer after the date of this prospectus.
In connection with sales of the common stock or otherwise, the
selling stockholder may enter into hedging transactions with
broker-dealers, which may in turn engage in short sales of the
common stock in the course of hedging in positions they assume.
The selling stockholder may also sell shares of common stock
short and deliver shares of common stock to close out short
positions, or loan or pledge shares of common stock to
broker-dealers that in turn may sell those shares. If the
selling stockholder effects such transactions by selling shares
of common stock to or through underwriters, broker-dealers or
agents, those underwriters, broker-dealers or agents may receive
commissions in the form of discounts, concessions or commissions
from the selling stockholder or commissions from purchasers of
the shares of common stock for whom they may act as agent or to
whom they may sell as principal. Any such discounts, concessions
or commissions as to particular underwriters, brokers-dealers or
agents may be in excess of those customary in the types of
transactions involved.
The selling stockholder may from time to time pledge or grant a
security interest in some or all of the shares of common stock
owned by it. If the selling stockholder defaults in the
performance of its secured obligations, the pledgees or secured
parties may offer and sell the shares of common stock from time
to time under this prospectus or an amendment to this prospectus
under Rule 424(b)(3) or other applicable provision of the
Securities Act of 1933 amending the list of selling stockholders
to include the pledgee, transferee or other successors in
interest as selling stockholders under this prospectus. The
selling stockholder also may transfer the shares of common stock
in other circumstances, in which case the transferees, pledgees
or other successors in interest will be the selling beneficial
owners for purposes of this prospectus.
Direct
Sales, Agents, Dealers and Underwriters
The selling stockholder or its transferees may effect
transactions by selling the shares of common stock in any of the
following ways:
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directly to purchasers; or
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4
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to or through agents, dealers or underwriters designated from
time to time.
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Agents, dealers or underwriters may receive compensation in the
form of underwriting discounts, concessions or commissions from
the selling stockholder
and/or the
purchasers of shares for whom they act as agent or to whom they
sell as principals, or both. The agents, dealers or underwriters
that act in connection with the sale of shares will be deemed to
be underwriters within the meaning of
Section 2(11) of the Securities Act of 1933, and any
discount or commission received by them and any profit on the
resale of shares as principal might be deemed to be underwriting
discounts or commissions under the Securities Act of 1933.
Regulation M
The selling stockholder and any other persons participating in
the sale or distribution of the shares are subject to applicable
provisions of the Exchange Act and the rules and regulations
under such act, including, without limitation,
Regulation M. These provisions may restrict certain
activities of, and limit the timing of purchase and sales of any
of the shares by, the selling stockholder or any other such
person. Furthermore, under Regulation M persons engaged in
a distribution of securities are prohibited from simultaneously
engaging in market making and certain other activities with
respect to such securities for a specified period of time prior
to the commencement of such distributions, subject to specified
exceptions or exemptions. All of these limitations may affect
the marketability of the shares.
Supplements
To the extent required, we will set forth in a supplement to
this prospectus filed with the SEC the number of shares to be
sold, the purchase price and public offering price, any new
selling stockholders, the name or names of any agent, dealer or
underwriter, and any applicable commissions or discounts with
respect to a particular offering.
State
Securities Law
Under the securities laws of some states, the selling
stockholder may only sell the shares in those states through
registered or licensed brokers or dealers. In addition, in some
states the selling stockholder may not sell the shares unless
they have been registered or qualified for sale in that state or
an exemption from registration or qualification is available and
is satisfied.
Expenses,
Indemnification
We will not receive any of the proceeds from the sale of the
shares of common stock sold by the selling stockholder and will
bear all expenses related to the registration of this offering
but will not pay for any underwriting commissions, fees or
discounts, if any. We will indemnify the selling stockholder
against some civil liabilities, including some liabilities which
may arise under the Securities Act of 1933.
In the event of a material change in the plan of distribution
disclosed in this Prospectus, the selling stockholder will not
be able to effect transactions in the shares pursuant to this
prospectus until such time as a post-effective amendment to the
Registration Statement is filed with, and declared effective by,
the SEC.
The validity of the shares of common stock offered in this
prospectus will be passed upon for us by Andrews Kurth LLP,
Houston, Texas.
The consolidated financial statements and the related financial
statement schedule of Allis-Chalmers Energy Inc. as of
December 31, 2006 and 2005, and for each of the three years
in the period ended December 31, 2006 have been audited by
UHY LLP, independent registered public accounting firm, as set
forth in their report thereon, and are incorporated by reference
herein in reliance upon such report given the authority of said
firm as experts in auditing and accounting.
5
The financial statements of Delta Rental Service, Inc. and
schedules and notes thereto incorporated by reference in this
prospectus have been audited by Wright, Moore, Dehart,
Dupuis & Hutchinson, LLC, independent certified public
accountants, to the extent and for the periods set forth in
their report thereon, and are incorporated by reference herein
in reliance upon such report given upon the authority of said
firm as experts in auditing and accounting.
The financial statements of Capcoil Tubing Services, Inc. and
schedules and notes thereto incorporated by reference in this
prospectus have been audited by Curtis Blakely & Co.,
PC, independent certified public accountants, to the extent and
for the periods set forth in their report thereon, and are
incorporated by reference herein in reliance upon such report
given upon the authority of said firm as experts in auditing and
accounting.
The financial statements of W.T. Enterprises, Inc. and schedules
and notes thereto incorporated by reference in this prospectus
have been audited by Accounting & Consulting Group,
LLP, independent certified public accountants, to the extent and
for the periods set forth in their report thereon, and are
incorporated by reference herein in reliance upon such report
given upon the authority of said firm as experts in auditing and
accounting.
The financial statements of Specialty Rental Tools Inc. as of
December 31, 2005, 2004 and 2003, and for the years then
ended have been audited by UHY Mann Frankfort Stein &
Lipp CPAs, LLP, independent auditors, as set forth in their
report thereon, and are incorporated by reference herein in
reliance upon such report given authority of said firm as
experts in auditing and accounting.
The consolidated financial statements of DLS Drilling, Logistics
and Services Corporation as of December 31, 2005 and 2004
and for each of the years in the three-year period ended
December 31, 2005, have been incorporated by reference
herein in reliance upon the report of Sibille (formerly
Finsterbusch Pickenhayn Sibille), independent public accounting
firm, and upon the authority of said firm as experts in
accounting and auditing.
The financial statements of Petro-Rentals, Incorporated,
incorporated by reference in this prospectus supplement and the
accompanying prospectus, have been audited by Broussard,
Poché, Lewis & Breaux, L.L.P., certified public
accountants, to the extent and for the periods set forth in
their report thereon, and are so incorporated by reference in
reliance upon such report given upon the authority of said firm
as experts in auditing and accounting.
The financial statements of Oil & Gas Rental Services,
Inc. as of October 31, 2006, 2005, and 2004, and for the
years then ended have been audited by UHY LLP, independent
auditors, as set forth in their report thereon, and are
incorporated by reference herein in reliance upon such report
given the authority of said firm as experts in auditing and
accounting.
6
PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
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Item 14.
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Other
Expenses of Issuance and Distribution
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The following table sets forth the various expenses, all of
which will be borne by us, in connection with the sale and
distribution of the securities being registered. The selling
stockholder will pay all brokerage commissions, underwriting
discounts and commissions, transfer taxes and other similar
selling expenses, if any, associated with its sales of the
shares. All amounts shown are estimates except for the SEC
registration fee.
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SEC registration fee
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$
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1,781
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Printing expenses
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2,000
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Accounting fees and expenses
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35,000
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Legal fees and expenses
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20,000
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Miscellaneous
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1,219
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Total
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$
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60,000
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Item 15.
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Indemnification
of Directors and Officers
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The registrants Amended and Restated Certificate of
Incorporation (the Certificate of Incorporation) and
its by-laws provide for the indemnification by the registrant of
each director, officer and employee of the registrant to the
fullest extent permitted by the Delaware General Corporation
Law, as the same exists or may hereafter be amended.
Section 145 of the Delaware General Corporation Law
provides in relevant part that a corporation may indemnify any
person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses
(including attorneys fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe such
persons conduct was unlawful.
In addition, Section 145 provides that a corporation may
indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person is
or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys fees)
actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit if such
person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification
shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Delaware
Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Delaware Court of Chancery
or such other court shall deem proper. Delaware law further
provides that nothing in the above described provisions shall be
deemed exclusive of any other rights to indemnification or
advancement of expenses to which any person may be entitled
under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.
II-1
The registrants Certificate of Incorporation provides that
a director of the registrant shall not be liable to the
registrant or its stockholders for monetary damages for breach
of fiduciary duty as a director. Section 102(o)(7) of the
Delaware General Corporation Law provides that a provision so
limiting the personal liability of a director shall not
eliminate or limit the liability of a director for, among other
things: breach of the duty of loyalty; acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of the law; unlawful payment of dividends; and
transactions from which the director derived an improper
personal benefit.
The registrant has entered into separate but identical indemnity
agreements (the Indemnity Agreements) with each
director of the registrant and certain officers of the
registrant (the Indemnitees). Pursuant to the terms
and conditions of the Indemnity Agreements, the registrant
indemnified each Indemnitee against any amounts which he or she
becomes legally obligated to pay in connection with any claim
against him or her based upon any action or inaction which he or
she may commit, omit or suffer while acting in his or her
capacity as a director
and/or
officer of the registrant or its subsidiaries, provided,
however, that Indemnitee acted in good faith and in a manner
Indemnitee reasonably believed to be in or not opposed to the
best interests of the registrant and, with respect to any
criminal action, had no reasonable cause to believe
Indemnitees conduct was unlawful.
Reference is made to the form of underwriting agreements to be
incorporated by reference in this registration statement for a
description of the indemnification arrangements we agree to in
connection with offerings of the securities registered hereby.
The exhibits listed on the Exhibit Index to this
Registration Statement are hereby incorporated by reference.
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price
set forth in the Calculation of Registration Fee
table in the effective registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in this registration statement;
provided, however, that paragraphs A(l)(i), (A)(1)(ii) and
A(l)(iii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the SEC
by the registrant pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement, or is contained in a
form of prospectus filed pursuant to Rule 424(b) that is
part of the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
II-2
(4) That, for the purpose of determining any liability
under the Securities Act of 1933 to any purchaser:
(i) Each prospectus filed by the registrant pursuant to
Rule 424(b)(3) shall be deemed to be part of the registration
statement as of the date the filed prospectus was deemed part of
and included in the registration statement; and
(ii) Each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5) or (b)(7) as part of a registration statement
in reliance on Rule 430B relating to an offering made
pursuant to Rule 415(a)(1)(i), (vii) or (x) for the
purpose of providing the information required by
Section 10(a) of the Securities Act of 1933 shall be deemed
to be part of and included in the registration statement as of
the earlier of the date such form of prospectus is first used
after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As
provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date
shall be deemed to be a new effective date of the registration
statement relating to the securities in the registration
statement to which the prospectus relates, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided, however, that no statement
made in a registration statement or prospectus that is part of
the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will,
as to a purchaser with a time of contract of sale prior to such
effective date, supersede or modify any statement that was made
in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately
prior to such effective date.
(5) That, for the purpose of determining liability of the
registrant under the Securities Act of 1933 to any purchaser in
the initial distribution of the securities, the undersigned
registrant undertakes that in a primary offering of securities
of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered
or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to
the purchaser and will be considered to offer or sell such
securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required to be
filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned Registrant or used
or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus
relating to the offering containing material information about
the undersigned registrant or its securities provided by or on
behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the
offering made by the undersigned registrant to the purchaser.
B. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrants annual report
pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plans annual report pursuant
to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the provisions described under Item 15 above, or otherwise,
the registrant has been advised that in the opinion of the SEC
such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final
adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in Houston, Texas, on this 11th day of October,
2007.
ALLIS-CHALMERS ENERGY INC.
Victor M. Perez
Chief Financial Officer
POWER OF
ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Munawar H. Hidayatallah,
Victor M. Perez and Theodore F. Pound III, and each of them, his
or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective
amendments) to this registration statement and any and all
additional registration statements pursuant to Rule 462(b)
of the Securities Act of 1933, as amended, and to file the same,
with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto each said attorney-in-fact and agent full power and
authority to do and perform each and every act in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents or either of them or their or his or her substitute or
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 held on the dates indicated.
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Signature
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Title
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Date
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/s/ Munawar
H. Hidayatallah
Munawar
H. Hidayatallah
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Chairman of the Board of Directors;
Chief Executive Officer
(Principal Executive Officer)
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October 11, 2007
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/s/ Burt
A. Adams
Burt
A. Adams
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President & Chief Operating Officer;
Vice Chairman of the Board of Directors
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October 11, 2007
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/s/ Victor
M. Perez
Victor
M. Perez
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Chief Financial Officer
(Principal Financial and Accounting
Officer)
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October 11, 2007
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Ali
H. M. Afdhal
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Director
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October 11, 2007
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/s/ Alejandro
P. Bulgheroni
Alejandro
P. Bulgheroni
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Director
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October 11, 2007
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/s/ Carlos
A. Bulgheroni
Carlos
A. Bulgheroni
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Director
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October 11, 2007
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/s/ Victor
F. Germack
Victor
F. Germack
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Director
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October 11, 2007
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Signature
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Title
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Date
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/s/ James
M. Hennessy
James
M. Hennessy
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Director
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October 11, 2007
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/s/ Jonathan
E. McConnaughy, Jr.
Jonathan
E. McConnaughy, Jr.
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Director
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October 11, 2007
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/s/ Robert
E. Nederlander
Robert
E. Nederlander
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Director
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October 11, 2007
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Director
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October 11, 2007
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/s/ Leonard
Toboroff
Leonard
Toboroff
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Director
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October 11, 2007
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EXHIBITS
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Number
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Exhibit Title
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**1
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.1
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Underwriting Agreement
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2
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.1
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First Amended Disclosure Statement pursuant to Section 1125
of the Bankruptcy Code, dated September 14, 1988, which
includes the First Amended and Restated Joint Plan of
Reorganization dated September 14, 1988 (incorporated by
reference to Registrants Current Report on
Form 8-K
dated December 1, 1988).
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2
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.2
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Reorganization Trust Agreement dated September 14,
1988 by and between Registrant and John T. Grigsby, Jr., Trustee
(incorporated by reference to Exhibit D of the First
Amended and Restated Joint Plan of Reorganization dated
September 14, 1988 included in Registrants Current
Report on
Form 8-K
dated December 1, 1988).
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2
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.3
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Agreement and Plan of Merger dated as of May 9, 2001 by and
among Registrant, Allis-Chalmers Acquisition Corp. and OilQuip
Rentals, Inc. (incorporated by reference to Registrants
Current Report on
Form 8-K
filed May 15, 2001).
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2
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.4
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Stock Purchase Agreement dated February 1, 2002 by and
between Registrant and Jens H. Mortensen, Jr. (incorporated by
reference to Registrants Current Report on
Form 8-K
filed February 21, 2002).
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2
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.5
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Stock Purchase Agreement dated February 1, 2002 by and
among Registrant, Energy Spectrum Partners LP, and Strata
Directional Technology, Inc. (incorporated by reference to
Registrants Annual Report on
Form 10-K
for the year ended December 31, 2001).
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2
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.6
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Stock Purchase Agreement dated August 10, 2004 by and among
Allis-Chalmers Corporation and the investors named thereto
(incorporated by reference to Exhibit 10.37 to the
Registration Statement on
Form S-1
(Registration No. 118916) filed on September 10,
2004).
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2
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.7
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Amendment to Stock Purchase Agreement dated August 10, 2004
(incorporated by reference to Exhibit 10.38 to the
Registration Statement on
Form S-1
(Registration No. 118916) filed on September 10,
2004).
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2
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.8
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Addendum to Stock Purchase Agreement dated September 24,
2004 (incorporated by reference to Exhibit 10.55 to
Registrants Current Report on
Form 8-K
filed on September 30, 2004).
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2
|
.9
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Asset Purchase Agreement dated November 10, 2004 by and
among AirComp LLC, a Delaware limited liability company, Diamond
Air Drilling Services, Inc., a Texas corporation, and Marquis
Bit Co., L.L.C., a New Mexico limited liability company, Greg
Hawley and Tammy Hawley, residents of Texas and Clay Wilson and
Linda Wilson, residents of New Mexico (incorporated by reference
to the Current Report on
Form 8-K
filed on November 15, 2004).
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2
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.10
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Purchase Agreement and related Agreements by and among
Allis-Chalmers Corporation, Chevron USA, Inc., Dale Redman and
others dated December 10, 2004 (incorporated by reference
to Exhibit 10.63 to the Registrants Current Report on
Form 8-K
filed on December 16, 2004).
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2
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.11
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Stock Purchase Agreement dated April 1, 2005, by and among
Allis-Chalmers Energy Inc., Thomas Whittington, Sr., Werlyn R.
Bourgeois and SAM and D, LLC. (incorporated by reference to
Exhibit 10.51 to the Registrants Current Report on
Form 8-K
filed on April 5, 2005).
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2
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.12
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Stock Purchase Agreement effective May 1, 2005, by and
among Allis-Chalmers Energy Inc., Wesley J. Mahone, Mike T.
Wilhite, Andrew D. Mills and Tim Williams (incorporated by
reference to Exhibit 10.51 to the Registrants Current
Report on
Form 8-K
filed on May 6, 2005).
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2
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.13
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Purchase Agreement dated July 11, 2005 among Allis-Chalmers
Energy Inc., Mountain Compressed Air, Inc. and M-I, L.L.C.
(incorporated by reference to Exhibit 10.42 to the
Registrants Current Report on
Form 8-K
filed on July 15, 2005).
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2
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.14
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Asset Purchase Agreement dated July 11, 2005 between
AirComp LLC, W.T. Enterprises, Inc. and William M. Watts
(incorporated by reference to Exhibit 10.43 to the
Registrants Current Report on
Form 8-K
filed on July 15, 2005).
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2
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.15
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Asset Purchase Agreement by and between Patterson Services, Inc.
and Allis-Chalmers Tubular Services, Inc. (incorporated by
reference to Exhibit 10.44 to the Registrants Current
Report on
Form 8-K
filed on September 8, 2005).
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2
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.16
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Stock Purchase Agreement dated as of December 20, 2005
between the Registrant and Joe Van Matre (incorporated by
reference to Exhibit 10.33 to the Registrants Annual
Report on
Form 10-K
for the year ended December 31, 2005).
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Number
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Exhibit Title
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2
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.17
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Stock Purchase Agreement, dated as of April 27, 2006, by
and among Bridas International Holdings Ltd., Bridas Central
Company Ltd., Associated Petroleum Investors Limited, and the
Registrant. (incorporated by reference to the Registrants
Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2006).
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2
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.18
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Stock Purchase Agreement, dated as of October 17, 2006, by
and between Allis-Chalmers Production Services, Inc. and
Randolph J. Hebert (incorporated by reference to the
Registrants Current Report on
Form 8-K
filed on October 19, 2006).
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2
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.11
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Asset Purchase Agreement, dated as of October 25, 2006, by
and between Allis-Chalmers Energy Inc. and Oil & Gas
Rental Services, Inc. (incorporated by reference to the
Registrants Current Report on
Form 8-K
filed on October 26, 2006).
|
|
4
|
.1
|
|
Specimen Stock Certificate of Common Stock of Registrant
(incorporated by reference to the Registrants Quarterly
Report on
Form 10-Q
for the quarter ended June 30, 2004).
|
|
4
|
.2
|
|
Registration Rights Agreement dated as of March 31, 1999,
by and between Allis-Chalmers Corporation and the Pension
Benefit Guaranty Corporation (incorporated by reference to
Exhibit 10.3 to the Registrants Quarterly Report on
Form 10-Q
for the quarter ended June 30, 1999).
|
|
4
|
.3
|
|
Registration Rights Agreement dated April 2, 2004 by and
between Registrant and the Stockholder signatories thereto
(incorporated by reference to Exhibit 10.43 to Amendment
No. 1 to the Registrants Annual Report on
Form 10-K
for the year ended December 31, 2003).
|
|
4
|
.4
|
|
Registration Rights Agreement dated as of January 29, 2007
by and among Allis-Chalmers Energy Inc., the Guarantors named
therein and the Initial Purchasers named therein (incorporated
by reference to Exhibit 10.2 to the Registrants
Current Report on
Form 8-K
filed on January 29, 2007).
|
|
4
|
.5
|
|
Registration Rights Agreement dated as of January 18, 2006
by and among Allis-Chalmers Energy Inc., the Guarantors named
therein and the Initial Purchasers named therein (incorporated
by reference to Exhibit 10.2 to the Registrants
Current Report on
Form 8-K
filed on January 24, 2006).
|
|
4
|
.6
|
|
Registration Rights Agreement dated as of August 14, 2006
by and among the Registrant, the guarantors listed on
Schedule A thereto and RBC Capital Markets Corporation
(incorporated by reference to Exhibit 10.1 to the
Registrants
Form 8-K
filed on August 14, 2006).
|
|
4
|
.7
|
|
Indenture dated as of January 18, 2006 by and among the
Registrant, the Guarantors named therein and Wells Fargo Bank,
N.A., as trustee (incorporated by reference to Exhibit 4.1
to the Registrants Current Report on
Form 8-K
filed on January 24, 2006).
|
|
4
|
.8
|
|
First Supplemental Indenture dated as of August 11, 2006 by
and among Allis-Chalmers GP, LLC, Allis-Chalmers LP, LLC,
Allis-Chalmers Management, LP, Rogers Oil Tool Services, Inc.,
the Registrant, the other Guarantors (as defined in the
Indenture referred to therein) and Wells Fargo Bank, N.A
(incorporated by reference to Exhibit 4.2 to the
Registrants
Form 8-K
filed on August 14, 2006).
|
|
4
|
.9
|
|
Second Supplemental Indenture dated as of January 23, 2007
by and among Petro-Rentals, Incorporated, the Registrant, the
other Guarantor parties thereto and Wells Fargo Bank, N.A., as
trustee (incorporated by reference to Exhibit 10.1 to the
Registrants Current Report on
Form 8-K
filed on January 24, 2007).
|
|
4
|
.10
|
|
Indenture, dated as of January 29, 2007, by and among the
Registrant, the Guarantors named therein and Wells Fargo Bank,
N.A. (incorporated by reference to Exhibit 4.1 to the
Registrants Current Report on
Form 8-K
filed on January 29, 2007).
|
|
4
|
.11
|
|
Form of 9.0% Senior Note due 2014 (incorporated by
reference to Exhibit A to Exhibit 4.1 to the
Registrants Current Report on
Form 8-K
filed on January 24, 2006).
|
|
4
|
.12
|
|
Form of 8.5% Senior Note due 2017 (incorporated by
reference to Exhibit A to Exhibit 4.1 to the
Registrants Current Report on
Form 8-K
filed on January 29, 2007).
|
|
4
|
.13
|
|
Investors Rights Agreement, dated August 14, 2006, by and
among the Company, Bridas International Holdings, Ltd., Bridas
Central Company, Ltd. and Associated Petroleum Investors Limited
(incorporated by reference to the Registrants Current
Report on
Form 8-K
filed on August 14, 2006).
|
|
4
|
.14
|
|
Investor Rights Agreement, dated as of December 18, 2006,
by and between the Registrant and Oil & Gas Rental
Services, Inc. (incorporated by reference to the
Registrants Current Report on
Form 8-K
filed on December 18, 2006).
|
|
*5
|
.1
|
|
Opinion of Andrews Kurth LLP regarding legality of the
securities being registered by Allis-Chalmers Energy Inc.
|
|
|
|
|
|
Number
|
|
Exhibit Title
|
|
|
9
|
.1
|
|
Shareholders Agreement dated February 1, 2002 by and among
Jens Oilfield Service, Inc., a Texas corporation, Jens H.
Mortensen, Jr., and Registrant (incorporated by reference to
Registrants Annual Report on
Form 10-K
for the year ended December 31, 2001).
|
|
*23
|
.1
|
|
Consent of UHY LLP.
|
|
*23
|
.2
|
|
Consent of Wright, Moore, Dehart, Dupuis & Hutchinson,
LLC.
|
|
*23
|
.3
|
|
Consent of Curtis Blakely & Co., PC.
|
|
*23
|
.4
|
|
Consent of Accounting & Consulting Group, LLP.
|
|
*23
|
.5
|
|
Consent of UHY LLP.
|
|
*23
|
.6
|
|
Consent of Sibille (formerly Finsterbusch Pickenhayn Sibille).
|
|
*23
|
.7
|
|
Consent of Broussard, Poché, Lewis & Breaux,
L.L.P.
|
|
*23
|
.8
|
|
Consent of UHY Mann Frankfort Stein & Lipp CPAs, LLP.
|
|
*23
|
.9
|
|
Consent of Andrews Kurth LLP (included in Exhibit 5.1).
|
|
*24
|
.1
|
|
Powers of Attorney (included in Part II as a part of the
signature pages of the Registration Statement).
|
|
|
|
* |
|
Filed herewith. |
|
** |
|
If an underwriting agreement is utilized, it will be filed by
amendment or as an exhibit to Current Report on
Form 8-K
filed at a later date in connection with a specific offering. |