Bronco Drilling Company, Inc. - Current report filing (8-K)
09 8월 2008 - 5:09AM
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):
August
8, 2008
___________
BRONCO
DRILLING COMPANY, INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware
(State
or other jurisdiction of incorporation)
|
000-51471
(Commission
File Number)
|
20-2902156
(I.R.S.
Employer
Identification
Number)
|
16217
North May Avenue
Edmond,
OK
(Address
of principal
executive
offices)
|
|
73013
(Zip
code)
|
(Registrant's
telephone number, including area code):
(405)
242-4444
(Former
name or former address, if changed since last report):
Not
applicable
|
Check the
appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the Registrant under any of the following
provisions:
|
|
o
|
Written
communications pursuant to Rule 425 under the Securities
Act
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
|
Item 1.01. Entry
into a Material Definitive Agreement.
Item 1.02. Termination
of a Material Definitive Agreement.
On August 8, 2008, Allis-Chalmers
Energy Inc. (“Allis-Chalmers”) and Bronco Drilling Company, Inc. (“Bronco”)
entered into a Mutual Termination and Release Agreement (the “Mutual Release”)
to terminate the Agreement and Plan of Merger dated January 23, 2008 by and
among Allis-Chalmers, Bronco and Elway Merger Sub, Inc., as amended by the First
Amendment to the Agreement and Plan of Merger, dated June 1, 2008 (the “Merger
Agreement”), as it was determined that it was unlikely that the Merger Agreement
would be adopted by the requisite vote of stockholders of
Bronco. Pursuant to the Mutual Release, Bronco agreed to pay
Allis-Chalmers $4.5 million. In addition, Allis-Chalmers and Bronco
have agreed to a full and final release of all claims related to the Merger
Agreement and the transactions contemplated thereby.
The
foregoing description of the Mutual Release does not purport to be complete and
is qualified in its entirety by reference to the Mutual Release, a copy of which
is attached as Exhibit 10.1 to this Current Report on Form 8-K and is hereby
incorporated by reference.
Item
7.01. Regulation FD Disclosure.
On August
8, 2008, Allis-Chalmers and Bronco issued a joint press release announcing the
termination of the Merger Agreement pursuant to the Mutual
Release. The full text of the press release is attached as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Number
|
|
Exhibit
|
10.1
|
|
Mutual
Termination and Release Agreement, dated August 8, 2008, by and among
Allis-Chalmers Energy Inc., Bronco Drilling Company, Inc. and Elway Merger
Sub LLC
|
99.1
|
|
Joint
Press Release dated August 8, 2008.
|
SIGNATURE
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 thereunto
duly authorized.
|
BRONCO
DRILLING COMPANY, INC.
|
|
|
|
|
Date:
August 8, 2008
|
Zachary
M. Graves
Chief
Financial Officer
|
|
|
Exhibit
Index
Number
|
|
Exhibit
|
10.1
|
|
Mutual
Termination and Release Agreement, dated August 8, 2008, by and among
Allis-Chalmers Energy Inc., Bronco Drilling Company, Inc. and Elway Merger
Sub LLC
|
99.1
|
|
Joint
Press Release dated August 8, 2008.
|
Bronco Drilling Company, Inc. (MM) (NASDAQ:BRNC)
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