SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): SEPTEMBER 23, 2002
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OIL STATES INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-16337 76-0476605
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation or organization) Number) Identification No.)
THREE ALLEN CENTER
333 CLAY STREET, SUITE 3460
HOUSTON, TEXAS 77002
(Address of principal executive offices)
(713) 652-0582
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS
(a) On September 23, 2002, the Company entered into Amendment No. 1
("Amendment No. 1") to its Credit Agreement, dated as of February 14, 2001 by
and among the Company, PTI Group Inc., the Lenders named therein, Credit Suisse
First Boston, as Administrative Agent and U.S. Collateral Agent, and Credit
Suisse First Boston (formerly Credit Suisse First Boston Canada), as Canadian
Administrative Agent and Canadian Collateral Agent (the "Credit Agreement").
Amendment No. 1 provides for certain changes to the Company's covenants
regarding acquisitions.
(b) On December 12, 2002, the Company entered into Amendment No. 2
("Amendment No. 2") to the Credit Agreement. Amendment No. 2 extends the
maturity date of the Credit Agreement to January 25, 2005 and increases the
committed availability thereunder from $150 million to $168 million.
(c) On February 13, 2003, Oil States International, Inc. (the
"Company"), SCF-III, L.P. and SCF-IV, L.P. entered into an Underwriting
Agreement with Credit Suisse First Boston LLC and Goldman, Sachs & Co., as
representatives of the underwriters named therein, in connection with the sale
by SCF-III, L.P. and SCF-IV, L.P. of up to 7,000,000 shares of common stock of
the Company, plus up to an additional 1,050,000 shares solely to cover
over-allotments, if any.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements - Not applicable
(b) Pro-Forma Financial Information - Not applicable
(c) Exhibits
1.1 Underwriting Agreement dated as of February 13, 2003 by
and among Oil States International, Inc., SCF-III, L.P.,
SCF-IV, L.P., Credit Suisse First Boston LLC and Goldman Sachs
& Co., as representatives of the underwriters named therein.
10.1 Amendment No. 1, dated as of September 23, 2002, to the
Credit Agreement, dated as of February 14, 2001 by and among
the Company, PTI Group Inc., the Lenders
named therein, Credit Suisse First Boston, as Administrative
Agent and U.S. Collateral Agent, and Credit Suisse First
Boston (formerly Credit Suisse First Boston Canada), as
Canadian Administrative Agent and Canadian Collateral Agent
(the "Credit Agreement").
10.2 Amendment No. 2, dated as of December 12, 2002, to the
Credit Agreement.
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.
OIL STATES INTERNATIONAL, INC.
By: /s/ ROBERT W. HAMPTON
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Name: Robert W. Hampton
Title: Vice President - Finance and
Accounting and Secretary
Dated: February 14, 2003
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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1.1 Underwriting Agreement dated as of February 13, 2003 by and among Oil
States International, Inc., SCF-III, L.P., SCF-IV, L.P., Credit Suisse
First Boston LLC and Goldman Sachs & Co., as representatives of the
underwriters named therein.
10.1 Amendment No. 1, dated as of September 23, 2002, to the Credit
Agreement, dated as of February 14, 2001 by and among the Company, PTI
Group Inc., the Lenders named therein, Credit Suisse First Boston, as
Administrative Agent and U.S. Collateral Agent, and Credit Suisse First
Boston (formerly Credit Suisse First Boston Canada), as Canadian
Administrative Agent and Canadian Collateral Agent (the "Credit
Agreement").
10.2 Amendment No. 2, dated as of December 12, 2002, to the Credit Agreement.