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): January 23, 2007
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
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(Commission File
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(I.R.S. Employer |
| incorporation or organization)
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Number)
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Identification No.) |
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| 5075 Westheimer |
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| Suite 890 |
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| 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 Material Definitive Agreement.
As described in its final prospectus, dated January 23, 2007 and filed on January 25, 2007
(the “Prospectus”) with the Securities and Exchange Commission pursuant to Rule 424(b) under the
Securities Act of 1933, as amended (the “Securities Act”), Allis-Chalmers Energy Inc. (the
“Company”) entered into an underwriting agreement on January 23, 2007 (the “Underwriting
Agreement”) with the underwriters named therein (collectively, the “Underwriters”) providing for
the offer and sale in a firm commitment underwritten offering of 6,000,000 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 $17.65 per share ($16.7675 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 900,000 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 Current Report on Form
8-K and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On January 23, 2007, the Company announced, by means of a press release, that it had priced
its public offering of 6,000,000 shares of Common Stock. The offering also includes 900,000 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 8.01. Other Events.
In connection with the Common Stock offering described in Item 1.01 above, the Company is
filing certain exhibits as part of this Current Report on Form 8-K that are to be incorporated by
reference into the Company’s Registration Statement on Form S-3 (File No. 333-139058).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit |
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Description |
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1.1 |
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Underwriting Agreement dated as of January 23, 2007 by and
among Allis-Chalmers Energy Inc. and the Underwriter
parties named therein. |
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5.1 |
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Opinion of Andrews Kurth LLP. |