W-H Energy Services Inc - Current report filing (8-K)
June 12 2008 - 4:22PM
Edgar (US Regulatory)
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): June 3, 2008
W-H ENERGY SERVICES, INC.
(Exact name of registrant as specified in its charter)
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Texas
(State or other jurisdiction
of incorporation)
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001-31346
(Commission File Number)
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76-0281502
(I.R.S. Employer
Identification No.)
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2000 West Sam Houston Pkwy South
Suite 500
Houston, TX
(Address of principal executive offices)
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77042
(Zip code)
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Registrants telephone number, including area code: (
713) 974-9071
N/A
(Former name or former address, if changed since last report)
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:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communication pursuant to Rule 14b-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
EXPLANATORY NOTE: The Company is filing this Current Report on Form 8-K in order to amend the
description of the Companys common stock, par value $0.0001 per share, set forth in its
Registration Statement on Form 8-A (No. 001-31346) filed with the SEC on July 28, 2003 and in the
Companys Registration Statements on Form S-8 (Registration Nos. 333-56116, 333-69480, 333-115784
and
333-134597
).
Item 8.01 Other Events
On June 3, 2008, W-H Energy Services, Inc. (the Company) and Computershare Trust Company,
N.A., successor-in-interest to Computershare Trust Company, Inc. (the Rights Agent), executed an
amendment (the Amendment) to the Rights Agreement, dated as of May 31, 2002, between the Company
and the Rights Agent (the Rights Agreement). The Rights Agreement is included as Exhibit 4.2 to
the Companys Registration Statement on Form 8-A filed on July 28, 2003. The Amendment was entered
into in connection with the Companys previously disclosed execution of an Agreement and Plan of
Merger (the Merger Agreement) with Smith International, Inc. and its subsidiary,
Whitehall Acquisition Corp. and renders the provisions of the Rights Agreement
inapplicable to the Merger Agreement and the transactions contemplated thereby. The Merger
Agreement is filed as Exhibit 2.01 to the Companys Current Report on Form 8-K filed on June 6,
2008.
The Amendment to the Rights Agreement is attached hereto as Exhibit 4.1. The foregoing
description of the Amendment does not purport to be complete and is qualified in its entirety by
reference to such exhibit.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit Number
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Description
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4.1
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First Amendment to the Rights Agreement, dated as of June 3, 2008, between the Company and
Computershare Trust Company, N.A., successor-in-interest to Computershare Trust Company, Inc.
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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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W-H ENERGY SERVICES, INC.
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Date: June 12, 2008
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By:
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/s/ Ernesto Bautista, III
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Ernesto Bautista, III
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Vice President and Chief Financial Officer
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EXHIBIT INDEX
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4.1
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First Amendment to the Rights Agreement, dated as of June 3, 2008, between the Company and
Computershare Trust Company, N.A., successor-in-interest to Computershare Trust Company, Inc.
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