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 EARLIEST EVENT REPORTED:  September 5, 2007

HELMERICH & PAYNE, INC.

(Exact name of registrant as specified in its charter)

State of Incorporation:  Delaware

COMMISSION FILE NUMBER 1-4221

Internal Revenue Service – Employer Identification No. 73-0679879

1437 South Boulder Avenue, Suite 1400, Tulsa, Oklahoma 74119

(918)742-5531


 

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):

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 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a)

Effective September 5, 2007, in accordance with the Company’s Amended and Restated Certificate of Incorporation, the Board of Directors of the Company amended the Company’s By-laws.  A copy of the Amended and Restated By-laws is attached as Exhibit 3.1 to this Report on Form 8-K.  Sections 1 through 3 of Article V of the By-laws were amended to permit the issuance of uncertificated shares of the Company’s stock.

 

Item 9.01 – Financial Statements and Exhibits.

(d)

Exhibits.

 

 

Exhibit Number

 

Description

 

 

 

 

 

3.1

 

Amended and Restated By-laws of Helmerich & Payne, Inc.

 

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.

HELMERICH & PAYNE, INC.

 

(Registrant)

 

 

 

/s/ Steven R. Mackey

 

 

Steven R. Mackey

 

Vice President

 

 

 

DATE: September 10, 2007

 

EXHIBIT INDEX

Exhibit Number

 

Description

 

 

 

 

 

3.1

 

Amended and Restated By-laws of Helmerich & Payne, Inc.

 

2