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): December
29, 2010
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
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(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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(Address
of principal executive offices)
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(Zip
Code)
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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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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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x
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective
December 29, 2010, the Compensation Committee (the “Committee”) of the Board of
Directors of Allis-Chalmers Energy Inc. (the “Company” or “Allis-Chalmers”)
approved the acceleration of the vesting of 244,383 shares of time-based
restricted stock and 544,000 shares of performance-based restricted stock
previously granted to Company employees, including 153,500 shares of time-based
restricted stock and 429,000 shares of performance-based restricted stock
previously granted to executive officers. Prior to the acceleration of vesting,
the restricted stock granted to such employees had been scheduled to vest on
several dates over the next five years, subject to continued employment of the
employee grantees, and in the case of performance-based awards, achievement of
certain performance goals. In connection with the acceleration, the Company
withheld a portion of each employee’s vested shares to cover federal income tax
withholding obligations.
The
Committee’s decision to accelerate the vesting of the restricted stock was made
as part of tax planning measures implemented for the benefit of the Company and
the employee holders of the restricted stock. The Committee considered several
factors in making this decision, including but not limited to, the anticipated
effect of the accelerated vesting on the Company’s financial results and the
expected acceleration of all unvested equity awards during the first quarter of
2011 after stockholder approval, and upon closing, of the Company’s pending
merger, pursuant to the Agreement and Plan of Merger, dated August 12, 2010, by
and among the Company, Seawell Limited and Wellco Sub Company.
The
following table sets forth the number of shares of time-based restricted stock
and performance-based restricted stock, the vesting of which was accelerated,
for each of the Company’s executive officers:
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Name
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Time-Based
Restricted Stock
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Performance-Based
Restricted Stock
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Victor
M. Perez
Chief
Financial Officer
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45,000 | 140,000 | ||||||
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Theodore
F. Pound
General
Counsel and Secretary
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50,000 | 100,000 | ||||||
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Mark
C. Patterson
Senior
Vice President—Rental Services
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43,500 | 75,000 | ||||||
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Terrence
P. Keane
Senior
Vice President—Oilfield Services
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15,000 | 80,000 | ||||||
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Bruce
Sauers
Vice
President and Chief Accounting Officer
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— | 34,000 | ||||||
Item 8.01 Other Events.
The information contained in Item 5.02 above is incorporated herein by
reference.
Forward-Looking
Statements
This
communication contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements are
typically identified by words or phrases such as “will,” “anticipate,”
“estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “target,”
“forecast,” and other words and terms of similar meaning. These forward-looking
statements involve a number of risks and uncertainties. Allis-Chalmers cautions
readers that any forward-looking statement is not a guarantee of future
performance and that actual results could differ materially from those contained
in the forward-looking statement. Such forward-looking statements include, but
are not limited to, statements about the expected consummation of the proposed
merger pursuant to the merger agreement between Seawell Limited, or Seawell, and
Allis-Chalmers. Important factors that could cause actual results to differ
materially from those indicated by such forward-looking statements are set forth
in Allis-Chalmers’ filings with the Securities and Exchange Commission, or SEC.
These include risks and uncertainties relating to: the ability to obtain the
requisite Allis-Chalmers stockholder approval; the risk that Allis-Chalmers or
Seawell may be unable to obtain governmental and regulatory approvals required
for the merger, or required governmental and regulatory approvals may delay the
merger or result in the imposition of conditions that could cause the parties to
abandon the merger; the risk that a condition to closing of the merger may not
be satisfied; the timing to consummate the proposed merger; the risk that the
businesses will not be integrated successfully; the risk that the cost savings
and any other synergies from the transaction may not be fully realized or may
take longer to realize than expected; disruption from the transaction making it
more difficult to maintain relationships with customers, employees or suppliers;
the diversion of management time on merger-related issues; general worldwide
economic conditions and related uncertainties; and the effect of changes in
governmental regulations. Allis-Chalmers does not undertake any obligation to
publicly update any forward-looking statement, whether as a result of new
information, future events or otherwise.
Additional
Information and Where to Find It
This
communication does not constitute an offer to sell or the solicitation of an
offer to buy any securities or a solicitation of any vote or approval. The
publication or distribution of this communication may, in some countries, be
restricted by law or regulation. Accordingly, persons who come into possession
of this document should inform themselves of and observe these restrictions. To
the fullest extent permitted by applicable law, Seawell Limited, Allis-Chalmers
and their respective affiliates disclaim any responsibility or liability for the
violation of such restrictions by any person. In connection with the proposed
merger between Seawell and Allis-Chalmers, Seawell will file with the SEC a
Registration Statement on Form F-4 that will include a proxy statement of
Allis-Chalmers that also constitutes a prospectus of Seawell. Seawell and
Allis-Chalmers will mail the proxy statement/prospectus to the Allis-Chalmers
stockholders. Seawell and Allis-Chalmers urge investors and stockholders to read
the proxy statement / prospectus regarding the proposed merger when it becomes
available, as well as other documents filed with the SEC, because they will
contain important information. You may obtain copies of all documents filed with
the SEC regarding this transaction, free of charge, at the SEC’s website
(www.sec.gov). You may also obtain these documents, free of charge, from
Seawell’s website (www.seawellcorp.com) under the tab “Investors.” You may also
obtain these documents, free of charge, from Allis-Chalmers’ website
(www.alchenergy.com) under the tab “For Investors” and then under the heading
“SEC Filings.”
Participants
In The Merger Solicitation
Seawell
Limited, Allis-Chalmers and their respective directors, executive officers and
certain other members of management and employees may be soliciting proxies from
Allis-Chalmers stockholders in favor of the merger and related matters.
Information regarding the persons, who may, under the rules of the SEC, is
deemed participants in the solicitation of Allis-Chalmers stockholders in
connection with the proposed merger will be set forth in the proxy
statement/prospectus when it is filed with the SEC. You can find information
about Allis-Chalmers’ executive officers and directors in its definitive proxy
statement filed with the SEC on April 30, 2010. Additional information about
Seawell’s executive officers and directors and Allis-Chalmers’ executive
officers and directors can be found in the above-referenced Registration
Statement on Form F-4 when it becomes available. You can obtain free copies of
these documents from Seawell and Allis-Chalmers using the contact information
above.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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ALLIS-CHALMERS
ENERGY INC.
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Date: January
5, 2011
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By:
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/s/ Theodore F. Pound
III
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Name:
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Theodore
F. Pound III
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Title:
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General
Counsel and Secretary
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