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EX-3.2 - EX-3.2 - Superior Well Services, INC | l40678exv3w2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
September 13, 2010 (September 8, 2010)
Date of Report (Date of earliest event reported)
SUPERIOR WELL SERVICES, INC.
(Exact name of Registrant as specified in its charter)
Delaware | 000-51435 | 20-2535684 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification Number) |
1380 Rt. 286 East, Suite #121
Indiana, Pennsylvania 15701
(Address of principal executive offices)
Indiana, Pennsylvania 15701
(Address of principal executive offices)
(724) 465-8904
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As
a result of the transactions described in Item 5.01 hereof,
which is incorporated herein
by reference, Superior Well Services, Inc., a Delaware corporation (the Company), no
longer fulfills the numerical listing requirements of the NASDAQ Stock Market (NASDAQ).
Accordingly, on September 10, 2010, at the Companys request, NASDAQ filed with the Securities and
Exchange Commission (the SEC) a Notification of Removal from Listing and/or Registration
under Section 12(b) of the Securities Exchange Act of 1934, as amended (the Exchange
Act), on Form 25 thereby effecting the delisting of
the common stock, par value $0.01 per share, of the Company (the
Common Stock) from NASDAQ and the
deregistration of the Common Stock under Section 12(b) of the Exchange Act.
Item 5.01. Changes in Control of Registrant.
As previously disclosed, on August 6, 2010, the Company, Nabors Industries Ltd., a Bermuda
exempt company (Parent), and Diamond Acquisition Corp., a Delaware corporation and a
wholly owned subsidiary of Parent (Purchaser), entered into a definitive Agreement and
Plan of Merger (the Merger Agreement), which was previously filed by the Company as
Exhibit 2.1 to the Companys Current Report on 8-K filed with the SEC on August 9, 2010. Pursuant
to the terms and conditions of the Merger Agreement and the Offer to Purchase, dated August 11,
2010, as amended, Parent and Purchaser commenced a cash tender offer (the Offer) on
August 11, 2010 to acquire all of the outstanding shares of Common Stock (the Shares), at a purchase price of $22.12 for each Share, net to
the seller in cash, without interest and less any applicable withholding taxes. On September 9,
2010, the Company and Parent announced the successful completion of the initial offer period of
the Offer. According to Computershare Trust Company, N.A., the depositary for the Offer (the
Depositary), as of such time, a total of 28,457,901 Shares were validly tendered pursuant
to the Offer and not withdrawn, representing approximately 92.4% of the Shares outstanding as of
such time. In addition, as of such time, the Depositary received commitments to tender 2,781,521
additional Shares under guaranteed delivery procedures.
On September 8, 2010, Parent accepted for payment all Shares validly tendered in the Offer.
Purchaser has advised the Company that the source of funds used to acquire the Shares came from
Parents cash on hand and proceeds from a revolving credit facility.
On September 10, 2010, Parent completed the acquisition of the Company through a short-form
merger under Delaware law (the Merger). As described in the Merger Agreement, each of
the remaining Shares outstanding (other than (i) Shares owned by the Company, Parent or Purchaser
or their respective subsidiaries, which will be canceled and will cease to exist, and (ii) Shares
owned by the Companys stockholders who perfect their appraisal rights under the DGCL) will be
converted into the right to receive the Offer Price.
As a result of the completion of the initial offer period of the Offer and the Merger, a
change in control of the Company occurred and the Company has become an indirect subsidiary of
Parent.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.
The information set forth in Item 5.01 of this Current Report on Form 8-K is incorporated
herein by reference.
As of the effective time of the Merger, pursuant to the Merger Agreement and in connection
with the transactions contemplated thereby, (a) the existing
directors of the Company ceased to be directors and (b) Scott R. Peterson and Dennis A. Smith, as the directors
of Purchaser immediately prior to the effective time of the Merger, became directors of the
Company. In addition, David E. Wallace was appointed simultaneously
with the effectiveness of the Merger as a director of the Company and Chairman
of the Board of Directors, effective as of the effective time of the Merger. The biography of each
of these directors is contained in Annex I to the Solicitation/Recommendation Statement on Schedule
14D-9 filed with the SEC on August 12, 2010, as amended (together with the exhibits and annexes
thereto, the Schedule 14D-9). Purchaser has advised the Company that, to the best of its knowledge, none of these directors nor any of
their
immediate family members (i) has a familial relationship with any directors, other nominees
or executive officers of the Company or any of its subsidiaries, or (ii) has been involved in any
transactions with the Company or any of its subsidiaries, in each case, that are required to be
disclosed pursuant to the rules and regulations of the SEC, except as may be disclosed in the
Schedule 14D-9.
Pursuant to the Merger Agreement and in connection with the transactions contemplated thereby,
each of the following officers of Purchaser was appointed as an officer of the Company, with their
respective titles set forth below, effective as of the effective time of the Merger:
Dennis A. Smith | Vice President | |||
Jose S. Cadena | Vice President | |||
Laura W. Doerre | Assistant Secretary | |||
Scott R. Peterson | Assistant Secretary |
In
addition, each of the following individuals was appointed
simultaneously with the effectiveness of the Merger as officers of the Company,
with their respective titles set forth below, effective as of the effective time of the Merger:
David E. Wallace | Chairman and Chief Executive Officer | |||
Jacob B. Linaberger | President | |||
Rhys R. Reese | Executive Vice President, Chief Operating Officer and Secretary | |||
Thomas W. Stoelk | Vice President and Chief Financial Officer | |||
Daniel Arnold | Vice President of Sales and Marketing | |||
Michael Seyman | Vice President of Operations |
Item 5.03. Amendments to Articles of Incorporation or Bylaws.
The information set forth in Item 5.01 of this Current Report on Form 8-K is incorporated
herein by reference.
As of the effective time of the Merger, pursuant to the Merger Agreement and in connection
with the transactions contemplated thereby, the bylaws of Purchaser became the bylaws of the
Company. A copy of the bylaws is attached as Exhibit 3.2 hereto and incorporated herein
by reference.
Item 9.01. Financial Statements and Other Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
3.2
|
Bylaws of Superior Well Services, Inc. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
SUPERIOR WELL SERVICES, INC. (Registrant) |
||||
/s/ Thomas W. Stoelk | ||||
Thomas W. Stoelk | ||||
Vice President & Chief Financial Officer | ||||
Dated: September 13, 2010
Exhibit Index
Exhibit No. | Description | |
3.2
|
Bylaws of Superior Well Services, Inc. |