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: February 14, 2008
ATWOOD OCEANICS, INC.
(Exact name of registrant as specified in its charter)
Texas
(State or other jurisdiction of incorporation)
COMMISSION FILE NUMBER 1-13167
Internal Revenue Service – Employer Identification No. 74-1611874
15835 Park Ten Place Drive, Houston, Texas, 77084
(281) 749-7800
____________
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):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
On February 14, 2008, at the annual meeting of shareholders, the shareholders of Atwood Oceanics, Inc. (the “ Company” ) approved the proposal to ratify our early election to be governed by the Texas Business Organizations Code. There are no changes to the rights of security holders effected by the ratification, as the Company had previously made the early election to be governed by the Texas Business Organizations Code.
ITEM
5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS
On
February 14, 2008, at the annual meeting of shareholders, the shareholders of
the Company also
approved the proposal for the
adoption of Amendment No. 1 to the Atwood Oceanics, Inc. 2007 Long-Term Incentive Plan (the
“Amendment”)
. The Amendment primarily made
changes to the vesting and
restriction periods solely with regard to restricted stock awards made to eligible
directors as follows:
1. The restriction period for shares of the Company’s common stock (the “Common Stock”) included in a restricted stock award to eligible directors was reduced from three years to a minimum of thirteen months.
2. Instead of vesting immediately, shares of Common Stock included in a restricted stock award to eligible directors are now subject to a vesting period of a minimum of thirteen months.
3. A provision providing for acceleration of vesting of shares of Common Stock included in restricted stock awards to eligible directors in the case of death, retirement, or resignation was added to reflect that the shares included in such awards no longer immediately vest.
The Amendment also provides
the Compensation Committee further flexibility in establishing the components of our
compensation program, by allowing participants to defer delivery of shares of Common Stock
included in awards, at the Compensation Committee’s discretion, pursuant to a
separate deferred compensation plan, if any.
There are no other changes to the Atwood Oceanics, Inc. 2007 Long-Term Incentive Plan effected by the Amendment. All future awards under the 2007 Plan will be at the discretion of the Compensation Committee. Therefore the approval of the Amendment does not guarantee an award to any executive officer, director, or other participant.
The
definitive proxy statement which included the proposal to approve the Amendment was sent to
the Company’s shareholders in advance of the annual meeting and filed with the
Securities and Exchange Commission on January 15, 2008.
The Board of Directors of the Company approved the Amendment
subject to approval of the shareholders. A copy of the Amendment as adopted by our
shareholders is attached as Exhibit 10.1
hereto.
ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS
(d) 10.1 Amendment
No. 1 to Atwood Oceanics, Inc. 2007 Long-Term
Incentive Plan (incorporated by reference to Appendix C to our Definitive Proxy Statement
on Form DEFR14A
filed on January 15, 2008.)
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.
ATWOOD
OCEANICS, INC.
(Registrant)
/s/
James M. Holland
James
M. Holland
Senior
Vice President
DATE:
February 20, 2008