Parker Drilling Company
Extract: Charter Amendment (Plain English Desc) from a 8-K on 03/20/2020   Download
SEC Document
SEC Filing
In connection with its previously announced plan to voluntarily withdraw and delist its common stock from trading on the New York Stock Exchange (which occurred on February 10, 2020, as a result of the Company filing a Form 25 on January 29, 2020) and deregister its common stock under the Exchange Act, the Company’s Board of Directors (the “Board”) determined the reverse stock split ratio to be 1-for-50 and the forward stock split ratio to be 50-for-1. These stock split ratios were within the ranges approved by the Company’s stockholders at the special meeting held on January 9, 2020. The Board also determined to abandon all other stock split ratios within the ranges approved by the Company’s stockholders at the special meeting.

The Company filed certificates of amendment to the Company’s Amended and Restated Certificate of Incorporation with the State of Delaware to effect the reverse stock split, followed immediately by the forward stock split, both effective on March 19, 2020. Copies of the certificates of amendment are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated by reference herein.

Following the effectiveness of the stock splits, the Company filed a Form 15 with the SEC certifying that it has less than 300 stockholders, which terminated the registration of the Company’s common stock under Section 12(g) of the Exchange Act.