Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
On January 29, 2019, Parker Drilling Company (the "Company") filed a Form 25
with the Securities and Exchange Commission ("SEC") to voluntarily delist its
common stock from trading on the New York Stock Exchange and to deregister its
common stock under Section 12(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The Company expects that the delisting will occur
ten calendar days after the filing of the Form 25 so that trading will be
suspended on February 10, 2020 prior to the market opening. Following the
delisting, the Company's Board of Directors (the "Board") will evaluate updated
ownership data to ascertain the aggregate costs within the ranges of stock split
ratios that the Company's stockholders approved at a special meeting on January
9, 2020. Based upon this analysis, the Board will determine the appropriate
ratio to effectuate a reverse stock split, which will be followed immediately by
a forward stock split. As previously disclosed, the Board, at its sole
discretion, may elect to abandon the stock splits and the overall deregistration
process for any reason, including if it determines that effectuating the stock
splits would be too costly. Assuming the Board determines to proceed with the
stock splits and the overall deregistration process, the Company will file with
the State of Delaware certificates of amendment to the Company's certificate of
incorporation to effectuate the stock splits. Following the effectiveness of the
stock splits, the Company will file a Form 15 with the SEC certifying that it
has less than 300 stockholders, which will terminate the registration of the
Company's common stock under Section 12(g) of the Exchange Act.
Item 7.01 Regulation FD Disclosure
On January 29, 2020, the Company issued a press release related to the
foregoing. A copy of the press release is furnished as Exhibit 99.1 hereto and
is incorporated by reference herein.
The information contained in this Item 7.01 and the exhibit hereto shall not be
deemed to be "filed" for purposes of Section 18 of the Exchange Act, and shall
not be incorporated by reference into any filings made by the Company under the
Securities Act of 1933, as amended, or the Exchange Act, except as may be
expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are furnished herewith:
Number Exhibit
99.1 Press Release, dated January 29, 2020, issued by Parker
Drilling Company.
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