UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 8, 2006
ALLIS-CHALMERS ENERGY INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-02199
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39-0126090 |
(State or other jurisdiction of
incorporation or organization)
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(Commission File
Number)
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(I.R.S. Employer Identification
No.) |
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5075 Westheimer
Suite 890
Houston, Texas
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77056 |
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(Zip Code) |
Registrant’s telephone number, including area code: (713) 369-0550
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Definitive Material Agreement
As described in its press release, dated August 8, 2006, and in its final prospectus, dated
August 8, 2006 and filed on August 9, 2006 (the “Prospectus”), with the Securities and Exchange
Commission pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the “Securities
Act”), Allis-Chalmers Energy Inc. (the “Company”) entered into an underwriting agreement on August
8, 2006 (the “Underwriting Agreement”) with the underwriters named therein (collectively, the
“Underwriters”) providing for the offer and sale in a firm commitment underwritten offering of
3,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”),
sold by the Company at a price to the public of $14.50 per share ($13.775 per share, net of
underwriting discounts). Pursuant to the Underwriting Agreement, the Company has granted the
Underwriters a 30-day option to purchase up to an additional 450,000 shares of the Company’s Common
Stock to cover over-allotments, if any.
In the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against
certain liabilities, including liabilities under the Securities Act, or to contribute to payments
the Underwriters may be required to make because of any of those liabilities.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Form 8-K and is
incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On August 8, 2006, Allis-Chalmers Energy Inc (the “Company”) announced that it had priced its
public offering of 3,000,000 shares of Common Stock. The offering also includes 450,000 shares of
Common Stock to be sold by the Company to cover over-allotments, if any. A copy of the press
release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
c) Exhibits
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Description |
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1.1 |
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Underwriting Agreement, dated August 8, 2006. |
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99.1 |
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Press Release, dated August 8, 2006. |