SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.00001 PER SHARE
(Title of Class of Securities)
099469 50 4
(CUSIP Number)
CINDY B. TAYLOR
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
OIL STATES INTERNATIONAL, INC.
333 CLAY STREET, SUITE 4620
HOUSTON, TEXAS 77002
(713) 652-0582
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
MARCH 3, 2006
(Date of Event which Requires Filing
of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 204.13d-1(g),
check the following box: [ ]
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following pages)
CUSIP NO. 099469 50 4 13D
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1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(Entities Only) Oil States International, Inc./76-0476605
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2 Check the Appropriate Box if A Member of a Group (a) [X](1)
(b) [ ]
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3 SEC Use Only
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4 Source of Funds
OO
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d)
or 2(e) [ ]
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6 Citizenship or Place of Organization
Delaware, United States
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7 Sole Voting Power
0
Number of -----------------------------------------------------------------
Shares 8 Shared Voting Power
Beneficially 26,462,137(2)
Owned By -----------------------------------------------------------------
Each 9 Sole Dispositive Power
Reporting 0
Person With -----------------------------------------------------------------
10 Shared Dispositive Power
26,462,137(2)
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
26,462,137(2)
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
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13 Percent of Class Represented by Amount in Row (11)
45.6%
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14 Type of Reporting Person
CO
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(1) Oil States International, Inc. ("OSI") and its direct wholly subsidiary Oil
States Energy Services, Inc. ("Oil States Energy Services") may be deemed
to be members of a group for purposes of this Schedule 13D.
(2) As described in Item 4 below, upon the closing of the transactions
contemplated by the Transaction Agreement (as defined in Item 4 below), Oil
States Energy Services, a direct wholly owned subsidiary of OSI, acquired
an aggregate of 26,462,137 shares of Common Stock of the Issuer (each as
defined in Item 1 below). As a result, OSI currently beneficially owns all
of such shares.
2
CUSIP NO. 099469 50 4 13D
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1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(Entities Only) Oil States Energy Services, Inc./76-0562413
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2 Check the Appropriate Box if A Member of a Group (a) [X](1)
(b) [ ]
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3 SEC Use Only
--------------------------------------------------------------------------------
4 Source of Funds
OO
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d)
or 2(e) [ ]
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6 Citizenship or Place of Organization
Delaware, United States
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7 Sole Voting Power
0
Number of -----------------------------------------------------------------
Shares 8 Shared Voting Power
Beneficially 26,462,137(2)
Owned By -----------------------------------------------------------------
Each 9 Sole Dispositive Power
Reporting 0
Person With -----------------------------------------------------------------
10 Shared Dispositive Power
26,462,137(2)
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
26,462,137(2)
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
45.6%
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14 Type of Reporting Person
CO
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(1) OSI and its direct wholly subsidiary Oil States Energy Services may be
deemed to be members of a group for purposes of this Schedule 13D.
(2) As described in Item 4 below, upon the closing of the transactions
contemplated by the Transaction Agreement (as defined in Item 4 below), Oil
States Energy Services, a direct wholly owned subsidiary of OSI, acquired
an aggregate of 26,462,137 shares of Common Stock of the Issuer. As a
result, OSI currently beneficially owns all of such shares.
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ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this Schedule 13D relates is the
common stock, par value $.00001 per share ("Common Stock"), of Boots & Coots
International Well Control, Inc. (the "Issuer"). The principal executive offices
of the Issuer are located at 11615 N. Houston Rosslyn, Houston, Texas 77086.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Schedule 13D is filed by Oil States International, Inc., a
Delaware corporation ("OSI"), and Oil States Energy Services, Inc., a Delaware
corporation and a direct wholly owned subsidiary of OSI formerly known as HWC
Energy Services, Inc. ("Oil States Energy Services") (collectively, the
"Reporting Persons"). Attached as Schedule I and Schedule II is information
concerning the executive officers and directors of OSI and Oil States Energy
Services, respectively, required to be disclosed in response to Item 2 and
General Instruction C to Schedule 13D. Such executive officers and directors may
be deemed, but are not conceded to be, controlling persons of OSI and Oil States
Energy Services. Except for OSI's control of Oil States Energy Services, no
corporation or other person is or may be deemed to be ultimately in control of
OSI and Oil States Energy Services.
(b) The address of the principle offices of both OSI and Oil States Energy
Services is 333 Clay Street, Suite 4620, Houston, Texas 77002.
(c) OSI and Oil States Energy Services are providers of equipment and
services to the oil and gas industry. Oil States provides, among other things,
products for deepwater production facilities and subsea pipelines,
production-related rental tools, work force accommodations and logistics
services, oil country tubular goods distribution and land drilling services. Oil
States Energy Services provides, among other things, production-related rental
tools, work force accommodations and logistics services and land drilling
services. OSI and Oil States Energy Services are holding companies that operate
through their respective subsidiaries.
(d) During the last five years, neither of the Reporting Persons nor, to
the knowledge of the Reporting Persons, any of the persons listed in Schedule I
and Schedule II has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, neither of the Reporting Persons nor, to
the knowledge of the Reporting Persons, any of the persons listed in Schedule I
or Schedule II has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which any of such
persons was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) OSI and Oil States Energy Services are Delaware corporations, and,
except as otherwise noted, all persons named in Schedule I and Schedule II are
citizens of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As described in Item 4 below, Oil States Energy Services and Hydraulic Well
Control, LLC, a Delaware limited liability company and wholly owned subsidiary
of Oil States Energy Services ("HWC LLC"), entered into that certain Transaction
Agreement dated as of November 21, 2005 (the "Transaction Agreement") with the
Issuer, HWC Acquisition LLC, a Delaware limited liability company and wholly
owned subsidiary of the Issuer ("Merger Sub"), and HWC Merger Corporation, a
Delaware corporation and wholly owned subsidiary of Merger Sub ("Acquisition
Sub"), pursuant to which the Issuer issued to Oil States Energy Services (i) an
aggregate of 26,462,137 shares of Common Stock and (ii) promissory notes in an
aggregate principal amount of $15,000,000 (subject to adjustment for working
capital as set forth in the Transaction Agreement) in consideration for the
acquisition by the Issuer of all of the outstanding equity securities of HWC LLC
and certain other subsidiaries of Oil States Energy Services. The transactions
contemplated by the Transaction Agreement were consummated on March 3, 2006.
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ITEM 4. PURPOSE OF TRANSACTION
The shares of Common Stock of the Issuer were acquired in connection with
the consummation of the sale by Oil States Energy Services of certain of its
subsidiaries, as described below. The Reporting Persons currently do not intend
to acquire additional shares of Common Stock. However, the Reporting Persons
intend to review their investment in the Issuer on a continuing basis and,
depending upon the price of the Common Stock, subsequent developments affecting
the Issuer, the Issuer's business and prospects, general stock market and
economic conditions, tax considerations and other factors deemed relevant by the
Reporting Persons, may decide to increase or decrease their investment in the
Common Stock, including without limitation by sales pursuant to the shelf
registration statement described below, or take any other action with respect to
such investment in any manner permitted by applicable law.
Except as disclosed in this Item 4, neither of the Reporting Persons has
any current plans or proposals that relate to or would result in any of the
events described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
THE TRANSACTION AGREEMENT
The Transactions and the Aggregate Consideration
Pursuant to the Transaction Agreement, (i) Merger Sub acquired all of the
issued and outstanding shares of capital stock of HWCES International, a Cayman
Islands corporation, and HWC Limited, a Louisiana corporation, from Oil States
Energy Services, (ii) Merger Sub acquired all of the issued and outstanding
membership interests in HWC LLC by merging Acquisition Sub with and into HWC LLC
and then merging HWC LLC with and into Merger Sub and (iii) the Issuer, in
consideration for such acquisitions, issued to Oil States Energy Services an
aggregate of 26,462,137 shares of Common Stock and promissory notes in the
aggregate principal amount of $15,000,000, subject to adjustment for working
capital as set forth in the Transaction Agreement.
Appointments to the Issuer's Board of Directors
The Transaction Agreement provided that, as of the closing, the Issuer
would take all necessary actions to increase the size of the Issuer's Board of
Directors to eight members and to appoint three individuals designated by Oil
States Energy Services and reasonably acceptable to the Issuer to the Board of
Directors of the Issuer. At the closing, the Board of Directors of the Issuer
expanded its size from five members to seven members and appointed two
individuals designated by Oil States Energy Services to fill such vacancies. In
addition, pursuant to that certain letter agreement dated as of March 3, 2006 by
and among Oil States Energy Services, HWC LLC, the Issuer, Acquisition Sub and
Merger Sub (the "Letter Agreement"), the Issuer agreed to take all necessary
actions to appoint one additional individual designated by Oil States Energy
Services and reasonably acceptable to the Issuer to the Board of Directors of
the Issuer. Oil States Energy Services is required to make such additional
designation no later than March 2, 2007.
THE REGISTRATION RIGHTS AGREEMENT
At the closing of the transactions contemplated by the Transaction
Agreement, Oil States Energy Services and the Issuer entered into that certain
Registration Rights Agreement dated as of March 3, 2006 (the "Registration
Rights Agreement"), pursuant to which the Issuer has agreed to file a shelf
registration statement under the Securities Act of 1933 with respect to (i) the
26,462,137 shares of Common Stock issued to Oil States Energy Services at the
closing, (ii) any other securities of the Issuer which may be issued in respect
of such shares, (iii) any shares of Common Stock acquired subsequent to the
closing and (iv) any securities received in respect of the foregoing
(collectively, "Registrable Shares"). Such shelf registration statement is
required to permit Oil States Energy Services broad latitude in manner of
disposing of the Registrable Shares (including without limitation through
traditional underwritten offerings). In addition, the Registration Rights
Agreement entitles Oil States Energy Services to include Registrable Shares
owned by it in a registration statement filed by the Issuer under the Securities
Act of 1933. The registration rights granted to Oil States Energy Services under
the Registration Rights Agreement are subject to certain limitations described
therein.
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The foregoing response to this Item 4 is qualified in its entirety by
reference to the Transaction Agreement, which is filed as Exhibit (a) hereto,
the Letter Agreement, which is filed as Exhibit (b) hereto, and the Registration
Rights Agreement, which is filed as Exhibit (c) hereto. All such agreements are
incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Reporting Persons beneficially own 26,462,137 shares of Common
Stock, which in the aggregate constitute 45.6% of the Common Stock outstanding,
which is based on the 29,679,429 shares of Common Stock outstanding as of
January 23, 2006 as contained in the Issuer's Definitive Proxy Statement on
Schedule 14A (filed by the Issuer on January 30, 2006) plus (i) the 26,462,137
shares of Common Stock issued to Oil States Energy Services and (ii) 1,935,905
shares of Common Stock issued to Halliburton Energy Services, Inc., in each case
pursuant to the Transaction Agreement and in connection with the closing of the
transactions described in Items 3 and 4 hereof. To the knowledge of the
Reporting Persons, the persons listed in Schedule I and Schedule II do not
beneficially own any other shares of Common Stock.
(b) Oil States Energy Services has sole voting and dispositive power with
respect to the shares of Common Stock beneficially owned by the Reporting
Persons. OSI, as the parent of Oil States Energy Services, has shared voting and
dispositive power with respect to such shares.
(c) Not applicable.
(d) No other person is known by the Reporting Persons to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, shares of Common Stock beneficially owned by the Reporting
Persons.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
The information provided or incorporated by reference in Items 3 and 4 is
hereby incorporated by reference herein.
There are no other contracts, arrangements, understandings or relationships
(legal or otherwise) to which either of the Reporting Persons or, to the
knowledge of the Reporting Persons, any of the persons listed in Schedule I and
Schedule II is a party with respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
(a) Transaction Agreement dated as of November 21, 2005 by and among Boots
& Coots International Well Control, Inc., HWC Acquisition LLC, HWC Merger
Corporation, Oil States Energy Services, Inc. (formerly known as HWC Energy
Services, Inc.) and Hydraulic Well Control, LLC (incorporated by reference to
Annex A to the Definitive Proxy Statement on Schedule 14A filed by the Issuer on
January 30, 2006).
(b) Letter Agreement dated as of March 3, 2006 by and among Boots & Coots
International Well Control, Inc., HWC Acquisition LLC, HWC Merger Corporation,
Oil States Energy Services, Inc. (formerly known as HWC Energy Services, Inc.)
and Hydraulic Well Control, LLC (filed herewith).
(c) Registration Rights Agreement dated as of March 3, 2006 by and among
Boots & Coots International Well Control, Inc. and Oil States Energy Services,
Inc. (formerly known as HWC Energy Services, Inc.) (incorporated by reference to
Exhibit 4.1 to the Current Report on Form 8-K filed by the Issuer on March 9,
2006).
(d) Joint Filing Agreement dated as of March 13, 2006 between Oil States
International, Inc. and Oil States Energy Services, Inc (filed herewith).
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: March 13, 2006
OIL STATES INTERNATIONAL, INC.
By: /s/ Cindy B. Taylor
------------------------------------
Name: Cindy B. Taylor
Title: Senior Vice President and
Chief Financial Officer
OIL STATES ENERGY SERVICES, INC.
By: /s/ Cindy B. Taylor
------------------------------------
Name: Cindy B. Taylor
Title: Senior Vice President
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF OIL STATES INTERNATIONAL, INC.
The following table sets forth the name, business address and present
principal occupation or employment of each director and executive officer of Oil
States International, Inc. Unless otherwise indicated below, each such person is
a citizen of the United States of America and is an employee of Oil States
International, Inc., and the business address of each such person is c/o Oil
States International, Inc., 333 Clay Street, Suite 4620, Houston, Texas 77002.
NAME PRINCIPAL OCCUPATION OR EMPLOYMENT
---- ----------------------------------
Directors:
L.E. Simmons Chairman of the Board of Directors; President of L. E.
Simmons & Associates, Incorporated
Douglas E. Swanson President and Chief Executive Officer of Oil States
International, Inc.
Martin Lambert Partner of Bennett Jones LLP; Mr Lambert is a citizen
of Canada.
S. James Nelson, Jr. President of FSD Corp., a financial consulting firm
Mark G. Papa Chairman and Chief Executive Officer of EOG Resources,
Inc.
Gary L. Rosenthal Principal of The Sterling Group L.P., a private equity
firm
Andrew L. Waite Managing Director of L. E. Simmons & Associates,
Incorporated
Stephen A. Wells President of Wells Resources, Inc.
Executive Officers:
Douglas E. Swanson President and Chief Executive Officer
Cindy B. Taylor Senior Vice President and Chief Financial Officer
Robert W. Hampton Vice President - Finance and Accounting, Secretary
Christopher E. Cragg Vice President - Tubular Services
Howard Hughes Vice President - Offshore Products
Sandy Slator Vice President - Well Site Services; Mr. Slator is a
citizen of Canada.
SCHEDULE II
DIRECTORS AND EXECUTIVE OFFICERS OF OIL STATES ENERGY SERVICES, INC.
The following table sets forth the name, business address and present
principal occupation or employment of each director and executive officer of Oil
States Energy Services, Inc. Unless otherwise indicated below, each such person
is a citizen of the United States of America and is an employee of Oil States
International, Inc., and the business address of each such person is c/o Oil
States International, Inc., 333 Clay Street, Suite 4620, Houston, Texas 77002.
NAME PRINCIPAL OCCUPATION OR EMPLOYMENT
---- ----------------------------------
Directors:
Douglas E. Swanson President and Chief Executive Officer of Oil States
International, Inc.
Cindy B. Taylor Senior Vice President and Chief Financial Officer of Oil
States International, Inc.
Executive Officers:
Cindy B. Taylor Senior Vice President and Chief Financial Officer of Oil
States International, Inc.
Robert W. Hampton Vice President - Finance and Accounting and Secretary of
Oil States International, Inc.
INDEX TO EXHIBITS
(a) Transaction Agreement dated as of November 21, 2005 by and among Boots
& Coots International Well Control, Inc., HWC Acquisition LLC, HWC Merger
Corporation, Oil States Energy Services, Inc. (formerly known as HWC Energy
Services, Inc.) and Hydraulic Well Control, LLC (incorporated by reference to
Annex A to the Definitive Proxy Statement on Schedule 14A filed by the Issuer on
January 30, 2006).
(b) Letter Agreement dated as of March 3, 2006 by and among Boots & Coots
International Well Control, Inc., HWC Acquisition LLC, HWC Merger Corporation,
Oil States Energy Services, Inc. (formerly known as HWC Energy Services, Inc.)
and Hydraulic Well Control, LLC (filed herewith).
(c) Registration Rights Agreement dated as of March 3, 2006 by and among
Boots & Coots International Well Control, Inc. and Oil States Energy Services,
Inc. (formerly known as HWC Energy Services, Inc.) (incorporated by reference to
Exhibit 4.1 to the Current Report on Form 8-K filed by the Issuer on March 9,
2006).
(d) Joint Filing Agreement dated as of March 13, 2006 between Oil States
International, Inc. and Oil States Energy Services, Inc (filed herewith).