S-8 1 file1.htm Table of Contents

As filed with the Securities and Exchange Commission on •, 2006
Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

UNION DRILLING, INC.
(Exact name of Registrant as Specified in its Charter)


Delaware (State or Other Jurisdiction of Incorporation or Organization)			16-1537048 (I.R.S. Employer Identification No.)
4055 International Plaza, Suite 610 Fort Worth, Texas (Address of Principal Executive Offices)			76109 (Zip Code)

UNION DRILLING, INC.
AMENDED AND RESTATED 2000 STOCK OPTION PLAN,
2005 STOCK OPTION PLAN
AND
STOCK OPTION PLAN AND AGREEMENT OF CHRISTOPHER D. STRONG.
(Full Title of Plan)

Christopher Strong
President and
Chief Executive Officer
Union Drilling, Inc.
4055 International Plaza, Suite 610
Fort Worth, Texas 76109
(Name and Address of Agent for Service)

Telephone Number, Including Area Code, of Agent for Service: (817) 735-8793

Copy to:
Edwin Markham, Esq.
Satterlee Stephens Burke & Burke LLP
230 Park Avenue
New York, New York 10169-0079
(212) 818-9200

CALCULATION OF REGISTRATION FEE


Title of Securities to be Registered			Amount to be Registered (1)(2)			Proposed Maximum Offering Price per Share			Proposed Maximum Aggregate Offering Price (5)			Amount of Registration Fee (5)
Common Stock, Par value $0.01			1,563,880(3)			$7.31			$11,433,458.18			$1,223.38
Common Stock Par Value $0.01			1,200,428(4)			$14.75			$17,706,313.00			$1,894.57


(1)	Represents shares issuable under the Amended and Restated 2000 Stock Option Plan, the 2005 Stock Option Plan and the Stock Option Plan and Agreement of Christopher D. Strong (the ‘‘Plans’’).


(2)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the ‘‘Securities Act’’), this registration statement shall also cover such indeterminate number of additional shares as may be issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions.


(3)	Consists of shares of Common Stock issuable pursuant to the exercise of options granted prior to the date hereof under the Plans.


(4)	Consists of shares of share of Common Stock to be issued in the future under the Plans.

(5)

With respect to the 1,563,880 shares of Common Stock, computed in accordance with Ruled 457(h) under the Securities Act, based on the weighted average per share exercise price of outstanding options granted under the Plans. With respect to the 1,200,428 shares of Common Stock to be issued in the future under the Plans, calculated pursuant to Rule 457(c) and Rule 457(h) under the Securities Act. Such computation is based on the average of the high and low prices as reported on the NASDAQ National Market on June 1, 2006.

Table of Contents

PART I

Item 1. Plan Information

Not required to be filed in this registration statement

Item 2. Registrant Information and Employee Plan Annual Information

Not required to be filed in this registration statement

PART II

Item 3. Incorporation of Documents by Reference

This Registration Statement incorporates herein by reference the following documents which have been filed with the Securities and Exchange Commission (the ‘‘Commission’’) by the Registrant:


(a)	Annual Report on Form 10-K for fiscal year ended December, 31, 2005 filed with the Commission on March 29, 2006.


(b)	The Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2006, filed with the Commission on May 12, 2006.


(c)	The description of the Registrant’s Common Stock set forth in the Registrant’s Registration Statement on Form S-1 filed with the Commission on August 15, 2005 (File No. 333-127525), including any amendments or reports filed for the purpose of updating such description.

(d)

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the filing hereof and prior to a filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such reports and documents. Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequent filed document which also is or is deemed to be incorporated by reference herein modified or superseded such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.

Item 4. Description of Securities

Not Applicable

Item 5. Interests of Named Experts and Counsel

The validity of the issuance of the shares of common stock offered under the employee benefit plans will be passed upon for the Registrant by Satterlee Stephens Burke & Burke LLP, New York, New York. William R. Ziegler, a substantial investor and former Vice Chairman of the Board (non-executive) of the Registrant is of counsel to Satterlee Stephens Burke & Burke LLP. Edwin Markham, an investor of the Registrant, is a partner of Satterlee Stephens Burke & Burke LLP.

Item 6. Indemnification of Directors and Officers.

Section 145 of the General Corporation Law of Delaware, or DGCL, provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer,

Table of Contents

employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper. Pursuant to the Registrant’s certificate of incorporation, the Registrant may indemnify its officers, employees and agents to the fullest extent permitted by the DGCL. The Registrant’s bylaws obligate it, under some circumstances, to advance expenses to its directors and officers in defending an action, suit or proceeding for which indemnification may be sought. The Registrant has entered into indemnification agreements with it directors.

Section 145 also provides that to the extent a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith. Section 145 further provides that nothing in the above-described provisions shall be deemed exclusive of any other rights to indemnification or advancement of expenses to which any person may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors otherwise.

The certificate of incorporation of the Registrant provides, as authorized by Section 102(b)(7) of the DGCL, that a director will not be personally liable to the Registrant or any of the Registrant’s stockholders for monetary damages for breach of fiduciary duty as a director, except that such provisions do not eliminate or limit the liability of a director (1) for any breach of the director’s duty of loyalty to us or our stockholders, (2) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (3) under Section 174 of the DGCL, as it now exists or hereafter may be amended, or (4) for any transaction from which the director derived an improper personal benefit. The certificate of incorporation of the Registrant also provides that if the DGCL is amended after the date of filing of the certificate of incorporation to authorize corporate action further limiting or eliminating the personal liability of directors, then the liability of a director, in addition to the limitation on personal liability provided for already, shall be limited to the fullest extent permitted by the DGCL as so amended. Any repeal or modification of this provision in the Registrant’s certificate of incorporation by the stockholders will be effective prospective only, and will not adversely affect any limitation on the personal liability of a director existing at the time of such repeal or modification. The Registrant’s stockholders may not amend, repeal or adopt any provision inconsistent with the limitation of liability provision set forth in the Registrant’s certificate of incorporation, except by the affirmative vote of the holders of at least 66 2/3% of the outstanding voting stock.

The certificate of incorporation and bylaws of the Registrant also provide that it has the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of it, or who is or was serving at its request as a director, officer, trustee, partner, employee or agent of one of its subsidiaries or of any other organization, against any liability asserted against that person or incurred by that person in any such capacity, whether or not the Registrant would have the power to indemnify such person against such liability under the DGCL.

Item 7. Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits

Reference is made to the Exhibit Index.

2

Table of Contents

Item 9. Undertakings

1. The undersigned Registrant hereby undertakes as follows:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

2. The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

3

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Worth, State of Texas, on this 2nd day of June, 2006.


						UNION DRILLING, INC.
Date: June 2, 2006			By:			/s/ CHRISTOPHER D. STRONG
						Christopher D. Strong President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and officers of Union Drilling, Inc., a Delaware corporation, which is filing a registration statement on Form S-8 with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended (the ‘‘Securities Act’’), hereby constitutes and appoints Christopher D. Strong and Dan E. Steigerwald, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, and in any and all capacities, to sign and file (i) any and all amendments (including post-effective amendments) to this registration statement, with all exhibits thereto, and other documents in connection therewith, and (ii) a registration statement, and any and all amendments thereto, relating to the offering covered hereby filed pursuant to Rule 462(b) under the Securities Act, with the Securities and Exchange Commission, it being understood that said attorneys-in-fact and agents, and each of them, shall have full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person and that each of the undersigned hereby ratifies and confirms all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature		Title		Date

/s/ CHRISTOPHER D. STRONG		President and Chief Executive Officer (Principal Executive Officer)		June 2, 2006

Christopher D. Strong

/s/ DAN E. STEIGERWALD		Vice President, Chief Financial Officer, and Secretary (Principal Financial Officer and Principal Accounting Officer)		June 2, 2006

Dan E. Steigerwald

/s/ THOMAS H. O’NEILL, JR.		Director		June 2, 2006

Thomas H. O’Neill, Jr.

/s/ JOHN J. MOON		Director		June 2, 2006

John J. Moon

/s/ GREGORY D. MYERS		Director		June 2, 2006

Gregory D. Myers

/s/ THOMAS M. MERCER		Director		June 2, 2006

Thomas M. Mercer

4

Table of Contents


Signature		Title		Date

/s/ HOWARD I. HOFFEN		Director		June 2, 2006

Howard I. Hoffen

		Director		June 2, 2006

M. Joseph McHugh

/s/ T.J. GLAUTHIER		Director		June 2, 2006

T.J. Glauthier

5

Table of Contents

INDEX TO EXHIBITS


	3.1				Form of Amended and Restated Certificate of Incorporation of Union Drilling, Inc. (incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q (File No. 000-51630) filed on May 12, 2006).
	3.2				Form of Amended and Restated Bylaws of Union Drilling, Inc. (incorporated by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q (File No. 000-51630) filed on May 12, 2006).
	4.1				Specimen Stock Certificate for the common stock, par value $0.01 per share, of Union Drilling, Inc. (incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-1 (File No. 333-127525) filed on August 15, 2005).
	10.1				Amended and Restated 2000 Stock Option Plan of Union Drilling, Inc. (incorporated by reference to Exhibit 10.1 to our Registration Statement on Form S-1 (File No. 333-127525) filed on August 15, 2005).
	10.2				Stock Option Plan and Agreement, dated May 13, 1999, by and between Union Drilling, Inc. and Christopher Strong (incorporated by reference to Exhibit 10.3 to our Registration Statement on Form S-1 (File No. 333-127525) filed on August 15, 2005).
	10.3				2005 Stock Option Plan of Union Drilling, Inc. (incorporated by reference to Exhibit 10.4 to our Registration Statement on Form S-1 (File No. 333-127525) filed on August 15, 2005).
	23.1				Opinion of Satterlee Stephens Burke & Burke LLP as to legality of the securities being registered, filed herewith.
	23.2				Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm, filed herewith.

6