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OMB APPROVAL |
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OMB Number:
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3235-0058 |
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Expires:
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March 31, 2006 |
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Estimated average burden hours |
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per response
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2.50 |
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SEC FILE NUMBER |
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0-22664 |
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CUSIP NUMBER |
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703481101 |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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(Check One):
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þ
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Form 10-K
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o
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Form 20-F
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o
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Form 11-K
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Form 10-Q
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Form 10-D
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Form N-SAR |
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o
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Form N-CSR |
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For Period Ended: |
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December 31, 2005 |
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Transition Report on Form 10-K |
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Transition Report on Form 20-F |
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Transition Report on Form 11-K |
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Transition Report on Form 10-Q |
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Transition Report on Form N-SAR |
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For the Transition Period Ended: |
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
Patterson-UTI Energy, Inc.
Full Name of Registrant
Former Name if Applicable
4510 Lamesa Highway
Address of Principal Executive Office (Street and Number)
City, State and Zip Code
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and
the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
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þ
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(a)
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The reasons described in reasonable detail in Part III of this form could not be
eliminated without unreasonable effort or expense; |
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þ
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition
report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following
the prescribed due date; and |
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o
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(c)
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The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
10-D, N-SAR, N-CSR, or the transition report or portion thereof,
could not be filed within the prescribed time period.
(Attach Extra Sheets if Needed)
PART III — NARRATIVE (continued)
Patterson-UTI Energy, Inc. (the
“Company”) filed today an amended Annual Report on Form 10-K/A
for the fiscal year ended
December 31, 2004 which included a restatement of its financial
statements for the fiscal years 2002, 2003 and 2004 and Management’s Report on Internal Control
over Financial Reporting included in Item 9A for 2004. As previously announced,
the Company has
restated these financial statements as a result of the embezzlements by Jonathan D. Nelson, its former
chief financial officer.
The Company is not filing its Annual Report on Form 10-K for the fiscal
year ended
December 31, 2005 by the initial filing date of
March 16, 2006 because
the Company has
not been able to conclude all the processes and procedures necessary for it to complete the
preparation of its 2005 consolidated financial statements and its assessment as of
December 31,
2005 of its internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act
of 2002 without unreasonable effort or expense.
The Company expects to file its Annual Report on
Form 10-K for fiscal 2005 as soon as practicable after the date of this Form 12b-25, and expects to
file it by no later than
March 31, 2006.
As disclosed in the 2004 Form 10K/A, management concluded that
due to the existence of three material
weaknesses as described in the 2004 Form 10K/A,
the Company did not maintain effective internal
control over financial reporting as of
December 31, 2004. While management has not yet completed
its assessment of internal control over financial reporting as of
December 31, 2005, management has
concluded, due to the continued existence of certain of the material weaknesses identified in the
2004 Form 10K/A, that
the Company did not maintain effective internal control over financial
reporting as of
December 31, 2005. Also as a result of these continued weaknesses,
the Company
expects that the report of its independent registered public accounting firm will contain an
adverse opinion with respect to the effectiveness of
the Company’s internal control over financial
reporting as of
December 31, 2005. A material weakness is a control deficiency, or combination of
control deficiencies, that results in more than a remote likelihood that a material misstatement of
the annual or interim financial statements will not be prevented or detected.
PART IV — OTHER INFORMATION
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Name and telephone number of person to contact in regard to this notification |
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| John E. Vollmer, III
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325
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574-6300 |
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| (Name)
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(Area Code)
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(Telephone Number) |
| (2) |
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange
Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or
for such shorter period that the registrant was required to file such report(s) been filed? If answer
is no, identify report(s). |
xYes ¨No
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Is it anticipated that any significant change in results of operations from the
corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or
portion thereof? |
xYes ¨No
If so, attach an explanation of the anticipated change, both narratively and quantitatively,
and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made
The Company anticipates that its results of operations that will be reported in its Annual Report
on Form 10K for fiscal 2005 will be significantly better than the results of operations
reported for fiscal 2004 as reflected in the 2004 Form 10K/A.
The Company believes that
diluted earnings per share will be approximately $2.15 for fiscal 2005 as compared with
diluted earnings per share of $.56 for fiscal 2004.
Patterson-UTI Energy, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
INSTRUCTION: The form may be signed by an executive officer of
the registrant or by any other duly
authorized representative. The name and title of the person signing the form shall be typed or
printed beneath the signature. If the statement is signed on behalf of
the registrant by an
authorized representative (other than an executive officer), evidence of the representative’s
authority to sign on behalf of
the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001)
GENERAL INSTRUCTIONS
| 1. |
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This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations
under the Securities Exchange Act of 1934. |
| 2. |
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One signed original and four confirmed copies of this form and amendments thereto must be
completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in
accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information
contained in or filed with the form will be made a matter of public record in the Commission
files. |
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A manually signed copy of the form and amendments thereto shall be filed with each national
securities exchange on which any class of securities of the registrant is registered. |
| 4. |
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Amendments to the notifications must also be filed on form 12b-25 but need not restate the
information that has been correctly furnished. The form shall be clearly identified as an
amended notification. |
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Electronic Filers. This form shall not be used by electronic filers unable to timely file a
report solely due to electronic difficulties. Filers unable to submit a report within the time
period prescribed due to difficulties in electronic filing should comply with either Rule 201
or Rule 202 of the Regulation S-T (§232.201 or §232.202 of this chapter) or apply for an
adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (§232.13(b) of this
chapter). |
