Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
In connection with the approval of the Stock Splits (as defined below), Parker
Drilling Company (the "Company") intends to voluntarily delist its common stock
from trading on the New York Stock Exchange and to deregister its common stock
under Section 12(b) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). As previously disclosed, the Company's Board of Directors (the
"Board"), at its sole discretion, may elect to abandon the Stock Splits and the
overall delisting and deregistration process for any reason, including if it
determines that effecting the Stock Splits would be too costly. Assuming the
Board determines to proceed with the Stock Splits, as part of the delisting
process, the Company intends to file a Form 25 (Notification of Removal From
Listing and/or Registration under Section 12(b) of the Exchange Act) with the
Securities and Exchange Commission (the "SEC"). The Company expects that the
delisting will occur ten days after the filing of the Form 25, at which point,
the Company intends to file a Form 15 with the SEC certifying that it has less
than 300 stockholders, which will terminate the registration of the Company's
common stock under Section 12(g) of the Exchange Act.
Item 5.07 Submission of Matters to a Vote of Security Holders
On January 9, 2020, the Company held a special meeting of stockholders (the
"Special Meeting"). At the Special Meeting, the holders of a majority of the
Company's issued and outstanding shares of common stock entitled to vote
approved amendments to the Company's certificate of incorporation, as amended
(the "Certificate of Incorporation"), to effect a reverse stock split of the
Company's common stock (the "Reverse Stock Split"), followed immediately by a
forward stock split of the Company's common stock (the "Forward Stock Split,"
and together with the Reverse Stock Split, the "Stock Splits"), at a ratio (i)
not less than 1-for-5 and not greater than 1-for-100, in the case of the Reverse
Stock Split, and (ii) not less than 5-for-1 and not greater than 100-for-1, in
the case of the Forward Stock Split. The amendments were approved with (i)
11,225,127 shares of common stock voting in favor of the Reverse Stock Split,
2,480,798 shares voting against the Reverse Stock Split and 680 shares
abstaining, and (ii) 11,212,686 shares of common stock voting in favor of the
Forward Stock Split, 2,493,249 shares voting against the Forward Stock Split and
670 shares abstaining.
The exact stock split ratios will be set within the ranges described above at
the discretion of the Board (and, in all cases, with the forward stock split
ratio being the inverse of the reverse stock split ratio). The Board will
evaluate updated ownership data impacting the various stock split ratios so that
it can determine the aggregate costs of the stock splits within the range of
stock split ratios before choosing the stock split ratios. After determining the
appropriate stock split ratios, the Board will direct the Company to file with
the State of Delaware certificates of amendment to the Company's Certificate of
Incorporation to effectuate the Stock Splits. At this time, the Company believes
that any reverse stock split ratio within the approved ranges would reduce the
number of record holders below 300, which is the level at or above which the
Company is required to file reports with the SEC.
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Item 7.01 Regulation FD Disclosure
On January 9, 2020, the Company issued a press release related to the foregoing.
A copy of the press release is furnished as Exhibit 99.1 hereto and is
incorporated by reference herein.
The information contained in this Item 7.01 and the exhibit hereto shall not be
deemed to be "filed" for purposes of Section 18 of the Exchange Act, and shall
not be incorporated by reference into any filings made by the Company under the
Securities Act of 1933, as amended, or the Exchange Act, except as may be
expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are furnished herewith:
Number Exhibit
99.1 Press Release, dated January 9, 2020, issued by Parker
Drilling Company.
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