Attached files
| file | filename |
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| EX-31.1 - SECTION 302 CERTIFICATION OF CEO - TESCO CORP | tesco311.htm |
| EX-31.2 - SECTION 302 CERTIFICATION OF CFO - TESCO CORP | tesco312.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 1)
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Fiscal Year Ended December 31, 2009
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
Commission file number: 001-34090
Tesco Corporation
(Exact name of registrant as specified in its charter)
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Alberta
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76-0419312
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(State or Other Jurisdiction
of Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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3993 West Sam Houston Parkway North
Suite 100
Houston, Texas
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77043-1221
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(Address of Principal Executive Offices)
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(Zip Code)
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713-359-7000
(Registrant’s telephone number, including area code)
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Shares, without par value
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Nasdaq Global Market
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Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨ No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer ¨
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Accelerated filer þ
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Non-accelerated filer ¨ (Do not check if a smaller reporting company)
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Smaller reporting company ¨
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Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ
Aggregate market value of the voting and non-voting common equity held by nonaffiliates of the registrant: $298,560,301. This figure is estimated as of June 30, 2009, at which date the closing price of the registrant’s shares on the Nasdaq Global Market was $7.94 per share.
Number of shares of Common Stock outstanding as of February 25, 2010: 37,752,911
DOCUMENTS INCORPORATED BY REFERENCE
Listed below is the document parts of which are incorporated herein by reference and the part of this report into which the document is incorporated: Proxy Statement for 2010 Annual Meeting of Stockholders—Part III
EXPLANATORY NOTE
This Amendment No. 1 to Annual Report on Form 10-K (the "Form 10-K/A") is being filed to amend and restate the information in Exhibits 31.1 and 31.2 of the original Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 5, 2010 (the "Original Filing") which inadvertently omitted certain language regarding internal control over financial reporting therein. No other changes to the Original Filing have been made. This Form 10-K/A does not reflect events occurring after the filing of the Original Filing or modify or update any disclosures affected by subsequent events.
PART IV
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ITEM 14.
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EXHIBITS
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The following documents are filed with this Amendment No. 1 to Annual Report on Form 10-K.
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Exhibit No.
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Description
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31.1
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Rule 13a-14(a)/15d-14(a) Certification, executed by Julio M. Quintana, President and Chief Executive Officer of Tesco Corporation
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31.2
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Rule 13a-14(a)/15d-14(a) Certification, executed by Robert L. Kayl, Senior Vice President and Chief Financial Officer of Tesco Corporation
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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TESCO CORPORATION
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By:
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/S/ JULIO M. QUINTANA
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Julio M. Quintana, President and
Chief Executive Officer
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Date: March 31, 2010
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Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment No. 1 to report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ JULIO M. QUINTANA
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President and Chief Executive
Officer and Director
(Principal Executive Officer)
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March 31, 2010
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Julio M. Quintana
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/s/ ROBERT L. KAYL
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Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
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March 31, 2010
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Robert L. Kayl
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