Common use of SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Clause in Contracts

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. ‌ No matters were submitted to a vote of security holders during the fourth quarter of 2000. ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS‌ Our authorized common stock consists of 200,000,000 shares of common stock. There were 48,256,387 shares of common stock outstanding as of March 23, 2001, including 3,572,099 shares of common stock issuable upon exercise of exchangeable shares of one of our Canadian subsidiaries. These exchangeable shares, which were issued to certain former shareholders of PTI in the Combination, are intended to have characteristics essentially equivalent to our common stock prior to the exchange. For purposes of this Annual Report on Form 10-K, we have treated the shares of common stock issuable upon exchange of the exchangeable shares as outstanding. The approximate number of record holders of our common stock as of March 23, 2001 was 100. Our common stock is traded on the New York Stock Exchange under the ticker symbol OIS. There was no public market for our common stock before February 9, 2001. The high sales price for our common stock on the New York Stock Exchange for the period from February 9, 2001 (first trade after effective date) to March 23, 2001 was $12.50 per share and the low sales price for the same period was $9.00 per share. The closing price of our common stock on March 23, 2001 was $10.62 per share. Oil States has not declared or paid cash dividends on its common stock since its inception, although it declared a dividend payable in the form of a promissory note. We do not intend to declare or pay any cash dividends on our common stock in the foreseeable future. Instead, we currently intend to retain our earnings, if any, to finance our business and to use for general corporate purposes. Our board of directors has the authority to declare and pay dividends on the common stock, in its discretion, as long as there are funds legally available to do so. The payment of dividends is restricted by our revolving credit facility.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. ‌ No There were no matters were submitted during the fourth quarter of the fiscal year covered by this report to a vote of security holders during the fourth quarter through solicitation of 2000proxies or otherwise. ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS‌ Our authorized common stock consists of 200,000,000 shares of common stock. There were 48,256,387 shares of common stock outstanding as of March 23, 2001, including 3,572,099 shares of common stock issuable upon exercise of exchangeable shares of one of our Canadian subsidiaries. These exchangeable shares, which were issued to certain former shareholders of PTI in the Combination, are intended to have characteristics essentially equivalent to our common stock prior to the exchange. For purposes of this Annual Report on Form 10-K, we have treated the shares of common stock issuable upon exchange of the exchangeable shares as outstanding. The approximate number of record holders of our common stock as of March 23, 2001 was 100. Our common stock is traded on the New York Stock Exchange under the ticker symbol OIS"CIR". There was no public market for our Our common stock before February 9, 2001. The high sales price for our common stock began trading on the New York Stock Exchange on October 19, 1999, the day after we were spun off from our former parent, Xxxxx, and began trading at a price of $10.88. Quarterly share prices and dividends paid are incorporated herein by reference to Note 16 to the consolidated financial statements included in this report. During the first quarter of 2002, we declared a dividend of $.0375 per outstanding common share payable on March 15, 2002 to shareholders of record on March 1, 2002. Our board of directors is responsible for determining our dividend policy. Although we currently intend to pay cash dividends, the period from timing and level of such dividends will necessarily depend on our board of directors' assessments of earnings, financial condition, capital requirements and other factors, including restrictions, if any, imposed by our lenders. As of February 928, 2001 (first trade after effective date) to March 232002, 2001 was $12.50 per share there were 14,861,890 shares of our common stock outstanding and we had approximately 135 holders of record of our common stock. We believe the low sales price for the same period was $9.00 per share. The closing price number of beneficial owners of our common stock on that date was substantially greater. Use of Proceeds From Registered Securities The effective date of the Securities and Exchange Act registration statement for which the use of proceeds information is being disclosed was March 2315, 2001 was 2001, and the commission file number assigned to the registration statement is 333-54428. We used $10.62 per share2.0 million of the net proceeds to reduce the balance owed on our unsecured revolving credit facility to zero. Oil States has During June 2001, we acquired the businesses of RTK and SART. We utilized $10.2 million of the proceeds to purchase these businesses and retire a portion of assumed debt. No payments out of the net proceeds were made to (i) any of our directors, officers, general partners or their associates, (ii) any person(s) owning 10% or more of any class of our equity securities or (iii) any of our affiliates, except to Xxxxxxx Procter LLP, the Boston, Massachusetts law firm that represented us in connection with the registration statement. Xxxxx X. Xxxxx, a director and officer of our company, is the sole owner of Xxxxx X. Xxxxx, P.C., a partner of Xxxxxxx Procter LLP. The remaining proceeds have been invested overnight in money market funds with holdings of U.S. Government obligations and are included in cash and cash equivalents as of December 31, 2001. The uses of proceeds described do not declared or paid cash dividends on its common stock since its inception, although it declared represent a dividend payable material change in the form use of a promissory note. We do not intend to declare or pay any cash dividends on proceeds as described in our common stock in the foreseeable future. Instead, we currently intend to retain our earnings, if any, to finance our business and to use for general corporate purposes. Our board of directors has the authority to declare and pay dividends on the common stock, in its discretion, as long as there are funds legally available to do so. The payment of dividends is restricted by our revolving credit facilityregistration statement.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. ‌ No matters were submitted to a vote of security holders during in the fourth quarter of 2000fiscal 1999. ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS‌ Our authorized common stock consists of 200,000,000 shares of common stock. There were 48,256,387 shares of common stock outstanding as of March 23, 2001, including 3,572,099 shares of common stock issuable upon exercise of exchangeable shares of one of our Canadian subsidiaries. These exchangeable shares, which were issued to certain former shareholders of PTI in the Combination, are intended to have characteristics essentially equivalent to our common stock prior to the exchange. For purposes of this Annual Report on Form 10-K, we have treated the shares of common stock issuable upon exchange of the exchangeable shares as outstanding. The approximate number of record holders of our common stock as of March 23, 2001 was 100. Our common stock is traded on the New York Stock Exchange Nasdaq National Market under the ticker symbol OIS. There "IMMR." Our initial public offering of stock was no November 12, 1999 at $12.00 per share for an aggregate initial public market for our common stock before February 9offering of $53,685,000, 2001including proceeds from the exercise of the underwriters' over-allotment option. The following table sets forth, for the periods indicated, the high and low sales price prices for our the common stock on such market. HIGH LOW ------ ------ Fiscal year ending December 31, 1999 Fourth Quarter........................................... $49.94 $15.88 On March 20, 2000, there were approximately 166 stockholders of record. The managing underwriters in our initial public offering were Xxxxxxxxx & Xxxxx, Bear, Xxxxxxx & Co. Inc. and Xxxxxxxxx Xxxxxxxx. We registered the New York Stock shares of the common stock sold in the offering under the Securities Act of 1933, as amended, on a Registration Statement on Form S-1 (No. 333-86361). The Securities and Exchange Commission declared the Registration Statement effective on November 12, 1999. We paid a total of $3.8 million in underwriting discounts and commissions and approximately $1.6 million has been or will be paid for costs and expenses related to the period from February 9offering. None of the costs and expenses related to the offering were paid directly or indirectly to any of our directors, 2001 (first trade after effective date) to March 23officers, 2001 was $12.50 per share general partners or their associates, persons owning 10% or more of any class of our equity securities or any of our affiliates. After deducting the underwriting discounts and commissions and the low sales price for offering expenses, we received estimated net proceeds from the same period was offering of $9.00 per share48.3 million. The closing net offering proceedings have been used for general corporate purposes, to provide working capital to develop products and to expand our operations. Funds that have not been used have been invested in money market funds and other investment grade securities. We also may use a portion of the net proceeds to acquire or invest in businesses, technologies, products or services. The market price of our common stock has fluctuated in the past and is likely to fluctuate in the future. In addition, the market prices of securities of other technology companies have been highly volatile. Factors that may have a significant effect on March 23the market price of our common stock include: - fluctuations in our operating results; - announcements of new technologies by us or our competitors; - analysts' reports and projections; - regulatory actions; and - general market, 2001 was $10.62 per shareeconomic or political conditions in the U.S. or abroad. Oil States has not DIVIDEND POLICY We have never declared or paid cash dividends on its common stock since its inception, although it declared a dividend payable in the form of a promissory note. We do not intend to declare or pay any cash dividends on our common stock or other securities and we do not anticipate paying cash dividends in the foreseeable future. Instead, we currently intend to retain our earnings, if any, to finance our business and to use for general corporate purposes. Our board of directors has the authority to declare and pay dividends on the common stock, in its discretion, as long as there are funds legally available to do so. The payment of dividends is restricted by our revolving credit facility.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. ‌ No matters were submitted to a vote of our security holders during the fourth quarter of 2000the fiscal year. ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS‌ Our authorized There is no established public market for the common equity of the Company. Substantially all of the Company's outstanding common equity securities are owned by affiliates of Xxxxx & Company ("Xxxxx"), Xxxxxx X. Xxx Equity Fund IV, L.P. ("THL"), certain institutional investors and the Company's executive officers and directors. As of March 25, 2003, there were approximately 69 record holders of the Company's Class A common stock consists and 14 record holders of 200,000,000 shares of the Company's Class C common stock. There were 48,256,387 6,201,546 options to purchase shares of Class A common stock outstanding as of March 2325, 20012003, including 3,572,099 of which 4,303,376 were fully vested. There are no shares of the Company's common stock issuable upon exercise of exchangeable shares of one that could be sold pursuant to Rule 144 under the Securities Act or, other than pursuant to the Company's registration rights agreement with certain of our Canadian subsidiariesstockholders, that we have agreed to register under the Securities Act for sale by the security holders. These exchangeable shares, which were issued Our ability to certain former shareholders of PTI pay dividends is governed by restrictive covenants contained in the Combination, are intended to indentures governing our publicly held debt as well as restrictive covenants in our bank lending arrangements. We have characteristics essentially equivalent to our common stock prior to the exchange. For purposes of this Annual Report on Form 10-K, we have treated the shares of common stock issuable upon exchange of the exchangeable shares as outstanding. The approximate number of record holders of our common stock as of March 23, 2001 was 100. Our common stock is traded on the New York Stock Exchange under the ticker symbol OIS. There was no public market for our common stock before February 9, 2001. The high sales price for our common stock on the New York Stock Exchange for the period from February 9, 2001 (first trade after effective date) to March 23, 2001 was $12.50 per share and the low sales price for the same period was $9.00 per share. The closing price of our common stock on March 23, 2001 was $10.62 per share. Oil States has not declared or never paid cash dividends on its common stock since its inception, although it declared a dividend payable in the form our equity securities and currently have no intention of a promissory note. We do not intend to declare or pay any paying cash dividends on our common stock in equity securities for the foreseeable future. InsteadFor a description of certain restrictions on our ability to pay dividends, we currently intend see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations--Description of Certain Indebtedness." EQUITY COMPENSATION PLAN INFORMATION Number of shares Weighted-average Number of shares remaining available for future issuance under equity compensation Plan Category to retain be issued upon exercise of outstanding options, warrants and rights (a) exercise price of outstanding options, warrants, and rights (b) plans (excluding securities reflected in column (a)) (c) Equity compensation plans approved by stockholders....... 6,244,401 $2.85 3,818,009 Equity compensation plans not approved by stockholders.... 0 $0 0 For a description of our earningsequity compensation plans, if any, to finance our business and to use for general corporate purposessee "Item 11. Our board of directors has the authority to declare and pay dividends on the common stock, in its discretion, as long as there are funds legally available to do so. The payment of dividends is restricted by our revolving credit facilityExecutive Compensation."