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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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 14, 2006
ALLIS-CHALMERS ENERGY INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-02199
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39-0126090 |
| (State or other jurisdiction of
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(Commission File
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(I.R.S. Employer Identification |
| incorporation or organization)
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Number)
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No.) |
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| 5075 Westheimer |
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| Suite 890 |
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| Houston, Texas
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77056 |
| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (713) 369-0550
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Explanatory Note
As previously reported, on August 14, 2006, we completed our acquisition of all of the
outstanding capital stock of DLS Drilling, Logistics & Services Corporation, a British
Virgin Islands international business company (“DLS”), pursuant to the Stock Purchase
Agreement described in Item 1.01 of our Current Report on Form 8-K filed with the
Securities and Exchange Commission on August 14, 2006 containing disclosures under
Items 1.01, 2.01, 5.02, 7.01 and 9.01 of Form 8-K (the “August 14, 2006 Form 8-K”).
In Item 9.01 of the August 14, 2006 Form 8-K, we indicated that:
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we intend to provide the financial statements of DLS for the periods specified
in Rule 3-05 of Regulation S-X under cover of a Form 8-K/A within the time allowed by
Item 9.01(a)(4) of Form 8-K; and |
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we intend to provide the pro forma financial information required by Article
11 of Regulation S-X under cover of a Form 8-K/A within the time allowed by Item
9.01(b)(2) of Form 8-K. |
This Current Report on Form 8-K/A amends the August 14, 2006 Form 8-K to include such
financial statements and pro forma information.
Item 9.01 Financial Statements and Exhibits.
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Financial Statements of Business Acquired. |
The financial statements of DLS for the periods specified in Rule 3-05 of Regulation S-X are
attached hereto as Exhibit 99.2.
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Pro Forma Financial Information. |
The unaudited pro forma consolidated condensed financial statements of Allis-Chalmers
required by Article 11 of Regulation S-X are attached hereto as Exhibit 99.3, and are not
necessarily indicative of the results that actually would have been attained if our
acquisition of DLS had been completed on the dates indicated, or indicative of the results
that may be attained in the future. Such statements should be read in conjunction with the
historical financial statements of Allis-Chalmers and DLS.
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| Exhibit Number |
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Description |
99.3
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Financial Statements of DLS |
99.4
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Pro Forma Financial Information |
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.
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ALLIS-CHALMERS ENERGY INC. |
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Date: September 29, 2006
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By:
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/s/ Theodore F. Pound III
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Theodore F. Pound III |
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General Counsel and Secretary |
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EXHIBIT INDEX
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| Exhibit Number |
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Description |
99.3
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Financial Statements of DLS |
99.4
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Pro Forma Financial Information |