WELNF / Integrated Wellness Acquisition Corp - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 1-13817 Boots & Coots, Inc. (Exact name of registrant as specified in its c

As filed with the Securities and Exchange Commission on September 17, 2010

Table of Contents As filed with the Securities and Exchange Commission on September 17, 2010 Registration No.

Boots & Coots, LLC 7908 N Sam Houston Pky W, Suite 500 Houston, Texas 77064

Boots & Coots, LLC 7908 N Sam Houston Pky W, Suite 500 Houston, Texas 77064 September 17, 2010 Via EDGAR Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.

As Filed with the Securities and Exchange Commission on September 17, 2010 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Statement No. 333-159729 POST-EFFECTIVE AMENDME

Table of Contents As Filed with the Securities and Exchange Commission on September 17, 2010 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

As filed with the Securities and Exchange Commission on September 17, 2010

Table of Contents As filed with the Securities and Exchange Commission on September 17, 2010 Registration No.

As Filed with the Securities and Exchange Commission on September 17, 2010 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Statement No. 333-159729 POST-EFFECTIVE AMENDME

Table of Contents As Filed with the Securities and Exchange Commission on September 17, 2010 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

As Filed with the Securities and Exchange Commission on September 17, 2010 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Statement No. 333-159729 POST-EFFECTIVE AMENDME

Table of Contents As Filed with the Securities and Exchange Commission on September 17, 2010 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

As Filed with the Securities and Exchange Commission on September 17, 2010 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Statement No. 333-159729 POST-EFFECTIVE AMENDME

Table of Contents As Filed with the Securities and Exchange Commission on September 17, 2010 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

As Filed with the Securities and Exchange Commission on September 17, 2010 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Statement No. 333-159729 POST-EFFECTIVE AMENDME

Table of Contents As Filed with the Securities and Exchange Commission on September 17, 2010 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

As Filed with the Securities and Exchange Commission on September 17, 2010 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Statement No. 333-159729 POST-EFFECTIVE AMENDME

Table of Contents As Filed with the Securities and Exchange Commission on September 17, 2010 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

As Filed with the Securities and Exchange Commission on September 17, 2010 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Statement No. 333-159729 POST-EFFECTIVE AMENDME

Table of Contents As Filed with the Securities and Exchange Commission on September 17, 2010 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

As Filed with the Securities and Exchange Commission on September 17, 2010 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration Statement No. 333-159729 POST-EFFECTIVE AMENDME

Table of Contents As Filed with the Securities and Exchange Commission on September 17, 2010 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Regulation FD Disclosure, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15, 2010 BOOTS & COOTS, INC. (Exact name of Registrant as specified in its charter) Delaware 1-13817 11-2908692 (State or other jurisdiction of incorporation or organization

Boots & Coots Stockholders Approve Merger with Halliburton

Exhibit 99.1 Boots & Coots Stockholders Approve Merger with Halliburton HOUSTON, (September 15, 2010) – Boots & Coots, Inc. (NYSE Amex: WEL) today announced that its stockholders approved the adoption of the merger agreement providing for the merger of Boots & Coots with and into a wholly owned subsidiary of Halliburton Company at Boots & Coots’ Special Meeting held earlier today. Over 60% of the

Halliburton Announces Preliminary Results of Merger Consideration Elections by Boots & Coots Stockholders

Filed by Halliburton Company Pursuant to Rule 425 of the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6(j) of the Securities Exchange Act of 1934, as amended Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

defa14a UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 3, 2010 HALLIBURTON COMPA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 3, 2010 HALLIBURTON COMPANY (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-03492 No.

TO: Boots & Coots Management Halliburton Management for Well Intervention and PPS FROM: Marc Edwards, senior vice president, Halliburton Completion and Production division Jerry Winchester, president and CEO, Boots & Coots DATE: August 16, 2010 SUBJE

Filed by Halliburton Company Pursuant to Rule 425 of the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6(j) of the Securities Exchange Act of 1934, as amended Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

defa14a UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 h73973cdefa14a.htm SC DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

defa14a UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Boots & Coots Reports Second Quarter Results

Exhibit 99.1 Boots & Coots Reports Second Quarter Results HOUSTON-(BUSINESS WIRE)-July 29, 2010-Boots & Coots, Inc. (NYSE:WEL), announced revenues of $70.9 million for the quarter ended June 30, 2010, compared to $47.0 million for the same quarter of 2009. Net income for the quarter was $6.2 million or $0.08 per diluted share, compared to $0.7 million or $0.01 per diluted share for the second quar

WAIVER AGREEMENT

EXHIBIT 10.2 WAIVER AGREEMENT This WAIVER AGREEMENT (the “Waiver Agreement”) is made and entered into on the date set forth below by and Boots & Coots, Inc., a Delaware corporation (the “Company”), Boots & Coots Services, LLC, a limited liability company (the “Employer”) and Dewitt H. Edwards (the “Employee”), in connection with the proposed Agreement and Plan of Merger (the “Merger Agreement”) by

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2010 BOOTS & COOTS, INC. (Exact name of Registrant as specified in its charter) Delaware 1-13817 11-2908692 (State or other jurisdiction of incorporation or organization) (Co

WAIVER AGREEMENT

EXHIBIT 10.1 WAIVER AGREEMENT This WAIVER AGREEMENT (the “Waiver Agreement”) is made and entered into on the date set forth below by and between Boots & Coots, Inc., a Delaware corporation (the “Company”) and Jerry Winchester (the “Employee”), in connection with the proposed Agreement and Plan of Merger (the “Merger Agreement”) by and among Halliburton Company, a Delaware corporation (“Parent”), G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended June 30, 2010 o TRANSITION REPORT PURSUANT TO SECTION 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended June 30, 2010 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number 1-13817 Boots & Coots, Inc. (Exact name o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Boots & Coots Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 099469504 (CUSIP Number) April 30, 2010 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2010 BOOTS & COOTS, INC. (Exact name of Registrant as specified in its charter) Delaware 1-13817 11-2908692 (State or other jurisdiction of incorporation or organization) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended March 31, 2010 o TRANSITION REPORT PURSUANT TO SECTION 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended March 31, 2010 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number 1-13817 Boots & Coots, Inc. (Exact name

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION BOOTS & COOTS, INC.

Exhibit 3.2 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BOOTS & COOTS, INC. Boots & Coots, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, hereby certifies as follows: 1. The present name of the corporation is Boots & Coots, Inc. (the "Corporation"). 2. The Corporation was originally incorporated under the name

CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. Boots & Coots International Well Control, Inc. (the "Corporation"), a corporation organized and existing under the General Corporation Law of the State of Delaware, as amended (the "GCLD"), hereby certifies as follows: FIRST: That the Board of Directors of

Boots & Coots Reports First Quarter Results

Exhibit 99.1 Boots & Coots Reports First Quarter Results HOUSTON-(BUSINESS WIRE)-May 6, 2010-Boots & Coots, Inc. (NYSE Amex: WEL), announced revenues of $53.3 million for the first quarter ended March 31, 2010, compared to revenues of $54.7 million for the same period last year. Net income for the quarter was $0.7 million, or $0.01 per diluted share, compared to $1.9 million, or $0.03 per diluted

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A (Amendment No.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2010 BOOTS & COOTS, INC. (Exact name of Registrant as specified in its charter) Delaware 1-13817 11-2908692 (State or other jurisdiction of incorporation or organization) (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2010 BOOTS & COOTS, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2010 BOOTS & COOTS, INC. (Exact name of Registrant as specified in its charter) Delaware 1-13817 11-2908692 (State or other jurisdiction of incorporation or organization) (C

[Script of Halliburton’s First Quarter Earnings Conference Call] HALLIBURTON COMPANY Q1 2010 Earnings Call Transcript Event Date/Time: April 19, 2010/9:00 am ET

Filed by Halliburton Company Pursuant to Rule 425 of the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Halliburton Company (File No.

HALLIBURTON ANNOUNCES FIRST QUARTER EARNINGS OF $0.28 PER DILUTED SHARE FROM CONTINUING OPERATIONS, EXCLUDING THE IMPACT OF VENEZUELA DEVALUATION Reported income from continuing operations of $0.23 per diluted share

Filed by Halliburton Company Pursuant to Rule 425 of the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Halliburton Company (File No.

SECOND AMENDMENT TO RIGHTS AGREEMENT

Exhibit 4.1 SECOND AMENDMENT TO RIGHTS AGREEMENT This SECOND AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”), dated as of April 9, 2010, is between Boots & Coots, Inc., a Delaware corporation formerly known as Boots & Coots International Well Control, Inc. (the “Company”), and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”). Capitalized terms used but not define

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2010 BOOTS & COOTS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2010 BOOTS & COOTS, INC. (Exact name of Registrant as specified in its charter) Delaware 1-13817 11-2908692 (State or other jurisdiction of incorporation or organization) (Co

AGREEMENT AND PLAN OF MERGER by and among HALLIBURTON COMPANY GRADIENT, LLC BOOTS & COOTS, INC. dated as of April 9, 2010 TABLE OF CONTENTS

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among HALLIBURTON COMPANY GRADIENT, LLC and BOOTS & COOTS, INC. dated as of April 9, 2010 TABLE OF CONTENTS ARTICLE I THE MERGER 1 1.1 The Merger 1 1.2 Closing 1 1.3 Effective Time of the Merger 2 1.4 Certificate of Formation 2 1.5 Limited Liability Company Agreement 2 1.6 Member and Officers 2 ARTICLE II EFFECT OF THE MERGER ON THE CAPITAL STOCK OF

[Article from Halliburton Company’s employee newsletter]

Filed by Halliburton Company Pursuant to Rule 425 of the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Halliburton Company (File No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 9, 2010 HALLIBURTON COMPANY (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 9, 2010 HALLIBURTON COMPANY (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-03492 No.

HALLIBURTON ESTABLISHES NEW PRODUCT SERVICE LINE, ANNOUNCES AGREEMENT TO ACQUIRE BOOTS & COOTS AND COMBINE WITH CURRENT ASSETS Halliburton to acquire resources, creating premier intervention services and pressure control product service line

Exhibit 99.1 Press Release 3000 N. Sam Houston Pkwy E. o Houston, Tx. 77032 Phone 281.871.2699 FOR IMMEDIATE RELEASE CONTACTS: Christian Garcia April 9, 2010 Halliburton Investor Relations +1-281-871-2688 [email protected] Cathy Mann Halliburton Corporate Affairs +1-281-871-2601 [email protected] Jennifer Tweeton Boots & Coots Investor Relations and Communications +1-281-931-8884

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2010 BOOTS & COOTS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2010 BOOTS & COOTS, INC. (Exact name of Registrant as specified in its charter) Delaware 1-13817 11-2908692 (State or other jurisdiction of incorporation or organization) (Co

HALLIBURTON ESTABLISHES NEW PRODUCT SERVICE LINE, ANNOUNCES AGREEMENT TO ACQUIRE BOOTS & COOTS AND COMBINE WITH CURRENT ASSETS Halliburton to acquire resources, creating premier intervention services and pressure control product service line

Exhibit 99.1 Press Release 3000 N. Sam Houston Pkwy E. Houston, Tx. 77032 Phone 281.871.2699 FOR IMMEDIATE RELEASE CONTACTS: Christian Garcia April 9, 2010 Halliburton Investor Relations +1-281-871-2688 [email protected] Cathy Mann Halliburton Corporate Affairs +1-281-871-2601 [email protected] Jennifer Tweeton Boots & Coots Investor Relations and Communications +1-281-931-8884 jt

AGREEMENT AND PLAN OF MERGER by and among HALLIBURTON COMPANY GRADIENT, LLC BOOTS & COOTS, INC. dated as of April 9, 2010

EX-2.1 2 h72142exv2w1.htm EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among HALLIBURTON COMPANY GRADIENT, LLC and BOOTS & COOTS, INC. dated as of April 9, 2010 TABLE OF CONTENTS ARTICLE I THE MERGER 1 1.1 The Merger 1 1.2 Closing 1 1.3 Effective Time of the Merger 2 1.4 Certificate of Formation 2 1.5 Limited Liability Company Agreement 2 1.6 Member and Officers 2 ARTICLE II EFFECT OF TH

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2010 BOOTS & COOTS, INC. (Exact name of Registrant as specified in its charter) Delaware 1-13817 11-2908692 (State or other jurisdiction of incorporation or organization) (Co

HALLIBURTON ESTABLISHES NEW PRODUCT SERVICE LINE, ANNOUNCES AGREEMENT TO ACQUIRE BOOTS & COOTS AND COMBINE WITH CURRENT ASSETS Halliburton to acquire resources, creating premier intervention services and pressure control product service line

Exhibit 99.1 Press Release 3000 N. Sam Houston Pkwy E. Houston, Tx. 77032 Phone 281.871.2699 FOR IMMEDIATE RELEASE CONTACTS: Christian Garcia April 9, 2010 Halliburton Investor Relations +1-281-871-2688 [email protected] Cathy Mann Halliburton Corporate Affairs +1-281-871-2601 [email protected] Jennifer Tweeton Boots & Coots Investor Relations and Communications +1-281-931-8884 jt

Filed by Halliburton Company

e425 Filed by Halliburton Company Pursuant to Rule 425 of the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Halliburton Company (File No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2010 BOOTS & COOTS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2010 BOOTS & COOTS, INC. (Exact name of Registrant as specified in its charter) Delaware 1-13817 11-2908692 (State or other jurisdiction of incorporation or organization) (Co

AMENDMENT NO. 2 TO CREDIT AGREEMENT

EXHIBIT 10.20 AMENDMENT NO. 2 TO CREDIT AGREEMENT This Amendment No. 2 to Credit Agreement (this "Agreement") entered into on August 31, 2009 but made effective as of July 31, 2009 (the "Effective Date") is among Boots & Coots Services, LLC, a Texas limited liability company (the "Borrower"), the Lenders (as defined below) party hereto, and Wells Fargo Bank, National Association, as administrative

AMENDMENT NO. 1 TO CREDIT AGREEMENT

EXHIBIT 10.19 AMENDMENT NO. 1 TO CREDIT AGREEMENT This Amendment No. 1 to Credit Agreement (this "Agreement") dated effective as of August 14, 2009 (the "Effective Date") is among Boots & Coots Services, LLC, a Texas limited liability company (the "Borrower"), the Lenders (as defined below) party hereto, and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Ad

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Form 10-K For the fiscal year ended December 31, 2009 Commission file number 1-13817 Boots & Coots, Inc. (Name of registrant as specified in its charter) Delaware 11-2908692 (State or other jurisdictio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Form 10-K For the fiscal year ended December 31, 2009 Commission file number 1-13817 Boots & Coots, Inc.

Jurisdiction of

EX-21.01 4 ex2101.htm EXHIBIT 21.01 EXHIBIT 21.01 Subsidiaries Jurisdiction of Name under which Incorporation business conducted Boots & Coots Services, L.L.C. Texas Boots & Coots Services, Inc. Delaware Boots & Coots/IWC British Virgin Overseas, Inc. Islands Boots & Coots Canada, Ltd. Alberta, Canada Boots & Coots/IWC De Venezuela, S.A. Venezuela Boots & Coots International Cayman Islands HWC Lim

Boots & Coots Reports Fourth Quarter and Year End Results

Exhibit 99.1 Boots & Coots Reports Fourth Quarter and Year End Results HOUSTON-(BUSINESS WIRE)-March 2, 2010-Boots & Coots, Inc. (NYSE Amex: WEL), announced revenues of $53.0 million for the quarter ended December 31, 2009 compared to $55.9 million for the same quarter of 2008. Net income for the quarter was $2.5 million or $0.03 per diluted share, compared to $5.1 million or $0.07 per diluted sha

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2010 BOOTS & COOTS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2010 BOOTS & COOTS, INC. (Exact name of Registrant as specified in its charter) Delaware 1-13817 11-2908692 (State or other jurisdiction of incorporation or organization) (Co

As filed with the Securities and Exchange Commission on January 22, 2010

As filed with the Securities and Exchange Commission on January 22, 2010 Registration Statement No.

BOOTS & COOTS, INC., AS ISSUER THE SUBSIDIARY GUARANTORS NAMED HEREIN, AS SUBSIDIARY GUARANTORS [TRUSTEE’S NAME], AS TRUSTEE SUBORDINATED INDENTURE DATED AS OF , 20___ TABLE OF CONTENTS

Exhibit 4.2 BOOTS & COOTS, INC., AS ISSUER AND THE SUBSIDIARY GUARANTORS NAMED HEREIN, AS SUBSIDIARY GUARANTORS TO [TRUSTEE’S NAME], AS TRUSTEE SUBORDINATED INDENTURE DATED AS OF , 20 TABLE OF CONTENTS Page ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 101. Definitions SECTION 102. Compliance Certificates and Opinions SECTION 103. Form of Documents Delivered to Truste

As filed with the Securities and Exchange Commission on November 17, 2009

As filed with the Securities and Exchange Commission on November 17, 2009 Registration Statement No.

BOOTS & COOTS, INC., AS ISSUER THE SUBSIDIARY GUARANTORS NAMED HEREIN, AS SUBSIDIARY GUARANTORS [TRUSTEE’S NAME], AS TRUSTEE SENIOR INDENTURE DATED AS OF , 20___ TABLE OF CONTENTS

Exhibit 4.1 BOOTS & COOTS, INC., AS ISSUER AND THE SUBSIDIARY GUARANTORS NAMED HEREIN, AS SUBSIDIARY GUARANTORS TO [TRUSTEE’S NAME], AS TRUSTEE SENIOR INDENTURE DATED AS OF , 20 TABLE OF CONTENTS Page ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 101. Definitions Section 102. Compliance Certificates and Opinions Section 103. Form of Documents Delivered to Trustee Sect

Computation of Ratio of Earnings to Fixed Charges (dollars in thousands)

Exhibit 12.1 Computation of Ratio of Earnings to Fixed Charges (dollars in thousands) Nine Months Ended September 30, Year Ended December 31, 2009 2008 2007 2006 2005 2004 Net Income before income tax and minority interests $ 6,242 $ 27,271 $ 10,640 $ 17,032 $ 3,908 $ 244 Fixed charges excluding capitalized interest 2,996 2,890 3,014 3,061 591 598 Pretax income (as adjusted) $ 9,238 $ 30,161 $ 13,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2009 BOOTS & COOTS, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2009 BOOTS & COOTS, INC. (Exact name of Registrant as specified in its charter) Delaware 1-13817 11-2908692 (State or other jurisdiction of incorporation or organization)

Boots & Coots Reports Third Quarter Results

Exhibit 99.1 Boots & Coots Reports Third Quarter Results HOUSTON-(BUSINESS WIRE)-November 9, 2009-Boots & Coots, Inc. (NYSE Amex: WEL), announced revenues of $40.3 million for the quarter ended September 30, 2009 compared to $56.5 million for the same quarter of 2008. Net income for the quarter was $0.8 million or $0.01 per diluted share, compared to $5.4 million or $0.07 per diluted share for the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended September 30, 2009 ¨ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended September 30, 2009 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number 1-13817 Boots & Coots, Inc. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended June 30, 2009 o TRANSITION REPORT PURSUANT TO SECTION 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended June 30, 2009 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number 1-13817 Boots & Coots, Inc. (Exact name o

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 10, 2009 BOOTS & COOTS, INC. (Exact name of Registrant as specified in its charter) Delaware 1-13817 11-2908692 (State or other jurisdiction of incorporation or organization) (

Boots & Coots Reports Second Quarter Results Company Resumes Operations in Venezuela

Exhibit 99.1 Boots & Coots Reports Second Quarter Results Company Resumes Operations in Venezuela HOUSTON-(BUSINESS WIRE)-August 10, 2009-Boots & Coots, Inc. (NYSE Amex: WEL), announced revenues of $47.0 million for the quarter ended June 30, 2009 compared to $51.9 million for the same quarter of 2008. Net income for the quarter was $0.7 million or $0.01 per diluted share, compared to $6.1 million

AMENDED AND RESTATED SEVERANCE AGREEMENT

Exhibit 10.3 AMENDED AND RESTATED SEVERANCE AGREEMENT This Amended and Restated Severance Agreement dated as of June 29, 2009 (this “Agreement”) amends and restates in its entirety that certain Severance Agreement made and entered into as of August 1, 2008 (the “Effective Date”), as amended through December 2008, by and between BOOTS & COOTS SERVICES, LLC (the “Company”) and CARY BAETZ (“Employee”

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.1 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement dated as of June 29, 2009 (this “Agreement”) amends and restates in its entirety that certain Employment Agreement made and entered into as of October 1, 2003 (the “Effective Date”), by and between BOOTS & COOTS, INC. (fka “Boots & Coots International Well Control, Inc.”; referred to as,

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2009 BOOTS & COOTS, INC. (Exact name of Registrant as specified in its charter) Delaware 1-13817 11-2908692 (State or other jurisdiction of incorporation or organization) (Co

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.2 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement dated as of June 29, 2009 (this “Agreement”) amends and restates in its entirety that certain Employment Agreement made and entered into as of April 1, 2006 (the “Effective Date”), as amended through December 2008, by and between BOOTS & COOTS SERVICES, LLC (the “Company”) and DEWITT H. EDWARDS (“

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. (Exact name of registrant as specified in its charter) Delaware 11-2908692 (State of Incorporation) (IRS Employer Identification No.) 7908 N. Houston Parkway W., 5th Floor Houston, Texas 77064 (Address of Principal E

BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. 2004 LONG TERM INCENTIVE PLAN (Amended and Restated Effective May 21, 2009)

EXHIBIT 4.1 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. 2004 LONG TERM INCENTIVE PLAN (Amended and Restated Effective May 21, 2009) 1. PURPOSE OF THE PLAN This 2004 Long Term Incentive Plan (Amended and Restated Effective May 21, 2009) (the “Plan”) is intended to promote the interests of Boots & Coots International Well Control, Inc., a Delaware corporation (the “Company”), by providing the emp

Boots & Coots Reports First Quarter Results

Exhibit 99.1 Boots & Coots Reports First Quarter Results HOUSTON-(BUSINESS WIRE)-May 7, 2009-Boots & Coots International Well Control, Inc. (NYSE Amex: WEL), announced revenues of $54.7 million for the first quarter ended March 31, 2009, compared to revenues of $45.0 million for the same period last year. Net income for the quarter was $1.9 million, or $0.03 per diluted share, compared to $5.1 mil

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2009 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. (Exact name of Registrant as specified in its charter) Delaware 1-13817 11-2908692 (State or other jurisdiction of incorpora

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q T QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended March 31, 2009 or £ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number 1-13817 Boots & Coots International Well

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant T Filed by a Party other than the Registrant £ Check the appropriate box: o Preliminary Proxy Statement. £ Confidential, for Use of the Commission Only (as permitted by R

April 15, 2009

April 15, 2009 H. Roger Schwall, Assistant Director United States Securities and Exchange Commission Mail Stop 7010 100 F. Street, N.E. Washington, D.C. 20549-7010 Re: Boots & Coots International Well Control, Inc. (the "Company") Preliminary Proxy Statement on Schedule 14A Filed April 1, 2009 File No. 1-13817 Dear Mr. Schwall: Thank you for the comments included in your letter dated April 10, 200

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant T Filed by a Party other than the Registrant £ Check the appropriate box: T Preliminary Proxy Statement. £ Confidential, for Use of the Commission Only (as permitted by R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant T Filed by a Party other than the Registrant £ Check the appropriate box: T Preliminary Proxy Statement. £ Confidential, for Use of the Commission Only (as permitted by R

Jurisdiction of Incorporation

EXHIBIT 21.01 Subsidiaries Jurisdiction of Incorporation Name under which business conducted Boots & Coots Services, L.L.C. Texas Boots & Coots Services, Inc. Delaware Boots & Coots/IWC Overseas, Inc. British Virgin Islands Boots & Coots Canada, Ltd. Alberta, Canada Boots & Coots/IWC De Venezuela, S.A. Venezuela Boots & Coots International Cayman Islands HWC Limited Louisiana Boots & Coots Service

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Form 10-K For the fiscal year ended December 31, 2008 Commission file number 1-13817 Boots & Coots International Well Control, Inc. (Name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Form 10-K For the fiscal year ended December 31, 2008 Commission file number 1-13817 Boots & Coots International Well Control, Inc.

SUBORDINATED PROMISSORY NOTE

Exhibit 10.22 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED, EXCEPT UPON SUCH REGISTRATION OR UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAW

Boots & Coots Reports Fourth Quarter and Record Year End Results Annual Revenues Nearly Double; Annual Net Income Up 177%

Exhibit 99.1 Boots & Coots Reports Fourth Quarter and Record Year End Results Annual Revenues Nearly Double; Annual Net Income Up 177% HOUSTON-(BUSINESS WIRE)-March 10, 2009-Boots & Coots International Well Control, Inc. (NYSE Alternext US: WEL), announced record revenues, net income and EBITDA for the year ended December 31, 2008. Revenues for 2008 increased 99% to $209.2 million compared to $105

Results of Operations and Financial Condition, Financial Statements and Exhibits

8-K 1 a5913360.htm BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2009 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. (Exact name of Registrant as specified in its chart

CREDIT AGREEMENT dated as of February 10, 2009 BOOTS & COOTS SERVICES, LLC as Borrower, BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. as Parent, WELLS FARGO BANK, NATIONAL ASSOCIATION as Administrative Agent, Issuing Lender and Swing Line Lender, TH

EXECUTION VERSION CREDIT AGREEMENT dated as of February 10, 2009 Among BOOTS & COOTS SERVICES, LLC as Borrower, BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2009 BOOTS & COOTS I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2009 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. (Exact name of Registrant as specified in its charter) Delaware 1-13817 11-2908692 (State or other jurisdiction of inc

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Boots & Coots International Well Control, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 099469504 (CUSIP Number) December 31, 2008 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Boots & Coots International Well Control, Inc. (Name of Issuer) Common Stock, $0.00001 par value (Title

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Boots & Coots International Well Control, Inc. (Name of Issuer) Common Stock, $0.00001 par value (Title of Class of Securities) 099469504 (CUSIP Number) December 31, 2008 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2008 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. (Exact name of Registrant as specified in its charter) Delaware 1-13817 11-2908692 (State or other jurisdiction of inco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q T QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended September 30, 2008 £ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q T QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended September 30, 2008 or £ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number 1-13817 Boots & Coots International

Boots & Coots Reports Third Quarter and Nine Month Results Company Reports Record Revenues and EBITDA for the Quarter and Nine Months

EX-99.1 2 a5823420ex991.htm EXHIBIT 99.1 Exhibit 99.1 Boots & Coots Reports Third Quarter and Nine Month Results Company Reports Record Revenues and EBITDA for the Quarter and Nine Months HOUSTON-(BUSINESS WIRE)-November 6, 2008-Boots & Coots International Well Control, Inc. (NYSE Alternext USA: WEL), announced net income of $5.4 million, or $0.07 per diluted share for the quarter ended September

November 3, 2008

November 3, 2008 Christopher White, Branch Chief Division of Corporation Finance United States Securities and Exchange Commission Mail Stop 7010 150 F.

October 7, 2008

October 7, 2008 Christopher White, Branch Chief Division of Corporation Finance United States Securities and Exchange Commission Mail Stop 7010 150 F.

SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3) BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. (Name of Issuer) Common Stock, par value $.00001 per share (Title of

SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3) 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) Bradley J. Dodson Vice President, Chief Financial Officer and Treasurer Oil States International, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Boots & Coots International Well Control, Inc. (Name of Issuer) Common Stock, $0.00001 par value (Title

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Boots & Coots International Well Control, Inc. (Name of Issuer) Common Stock, $0.00001 par value (Title of Class of Securities) 099469504 (CUSIP Number) August 14, 2008 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

Financial Statements and Exhibits, Entry into a Material Definitive Agreement, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 1, 2008 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. (Exact name of Registrant as specified in its charter) Delaware 1-13817 11-2908692 (State or other jurisdiction of incor

BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. 2004 LONG TERM INCENTIVE PLAN (Amended and Restated Effective August 1, 2008)

EX-10.1 2 ex101.htm EXHIBIT 10.1 Exhibit 10.1 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. 2004 LONG TERM INCENTIVE PLAN (Amended and Restated Effective August 1, 2008) 1. PURPOSE OF THE PLAN This 2004 Long Term Incentive Plan (Amended and Restated Effective August 1, 2008) (the “Plan”) is intended to promote the interests of Boots & Coots International Well Control, Inc., a Delaware corporation

BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. 2004 LONG TERM INCENTIVE PLAN (Amended and Restated Effective August 1, 2008) STOCK APPRECIATION RIGHTS AGREEMENT

EX-10.2 3 ex102.htm EXHIBIT 10.2 Exhibit 10.2 T&K DRAFT – 7/21/08 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. 2004 LONG TERM INCENTIVE PLAN (Amended and Restated Effective August 1, 2008) STOCK APPRECIATION RIGHTS AGREEMENT THIS AGREEMENT, made and entered into as of the day of , 20, by and between Boots & Coots International Well Control, Inc., a Delaware corporation (together with each of its

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended June 30, 2008 £ TRANSITION REPORT PURSUANT TO SECTION 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended June 30, 2008 or £ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number 1-13817 Boots & Coots International Well

11,512,137 Shares Common Stock

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-132577 PROSPECTUS SUPPLEMENT NO. 2 to prospectus dated May 7, 2008 11,512,137 Shares Common Stock The following information supplements the prospectus dated May 7, 2008, relating to the offer and sale by the selling stockholders identified in the prospectus of up to 11,512,137 shares of our common stock (the “Prospectus”). This prospe

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 4, 2008 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. (Exact name of Registrant as specified in its charter) Delaware 1-13817 11-2908692 (State or other jurisdiction of incorp

Boots & Coots Reports Second Quarter and Six Month Results Company Reports Record Revenues for the Third Consecutive Quarter

Exhibit 99.1 Boots & Coots Reports Second Quarter and Six Month Results Company Reports Record Revenues for the Third Consecutive Quarter HOUSTON-(BUSINESS WIRE)-Boots & Coots International Well Control, Inc. (Amex:WEL), announced net income of $6.1 million, or $0.08 per diluted share for the quarter ended June 30, 2008, compared to $0.3 million, or $0.00 per diluted share for the same quarter of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Boots & Coots International Well Control, Inc. (Name of Issuer) Common Stock, $0.00001 par value (Title o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Boots & Coots International Well Control, Inc. (Name of Issuer) Common Stock, $0.00001 par value (Title of Class of Securities) 099469504 (CUSIP Number) June 27, 2008 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2 )* BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. (Name of Issuer) Common Stock, par value $.00001 per s

OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response.

11,512,137 Shares Common Stock

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-132577 PROSPECTUS SUPPLEMENT NO. 1 to prospectus dated May 7, 2008 11,512,137 Shares Common Stock The following information supplements the prospectus dated May 7, 2008, relating to the offer and sale by the selling stockholders identified in the prospectus of up to 11,512,137 shares of our common stock (the “Prospectus”). This prospe

11,512,137 Shares Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-132577 PROSPECTUS 11,512,137 Shares Common Stock This prospectus relates to the offer and sale from time to time of up to an aggregate of 11,512,137 shares of common stock for the account of the selling stockholder named in this prospectus. The selling stockholder may sell none, some or all of the shares offered by this prospectus. We cannot pr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended March 31, 2008 o TRANSITION REPORT PURSUANT TO SECTION 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended March 31, 2008 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number 1-13817 Boots & Coots International Well

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2008 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. (Exact name of Registrant as specified in its charter) Delaware 1-13817 11-2908692 (State or other jurisdiction of incorpor

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a5676676.htm BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2008 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. (Exact name of Registrant as specified in its charter

Boots & Coots Reports First Quarter Results Company Reports Second Consecutive Record Revenue Quarter

EX-99.1 2 a5676676ex991.htm EXHIBIT 99.1 Exhibit 99.1 Boots & Coots Reports First Quarter Results Company Reports Second Consecutive Record Revenue Quarter HOUSTON-(BUSINESS WIRE)-Boots & Coots International Well Control, Inc. (AMEX:WEL), announced net income of $5.1 million, or $0.07 per diluted share for the first quarter ended March 31, 2008, compared to $0.5 million, or $0.01 per diluted share

UNITED STATES U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant T Filed by Party other than the Registrant £ Check the appropriate box: £ Preliminary Proxy Statement £ Confidential, for Use of the Commission Only (as permitted by

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post−Effective Amendment No. 2 to Form S−3 on FORM S−1 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. (Exact Name of Registrant

As filed with the Securities and Exchange Commission on March 28, 2008 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post−Effective Amendment No. 1 to Form S−3 on FORM S−1 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. (Exact Name of Registrant

As filed with the Securities and Exchange Commission on March 14, 2008 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Form 10-K For the fiscal year ended December 31, 2007 Commission file number 1-13817 Boots & Coots International Well Control, Inc. (Name of Registrant as specified in Its Charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Form 10-K For the fiscal year ended December 31, 2007 Commission file number 1-13817 Boots & Coots International Well Control, Inc.

FOURTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT

FOURTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT THIS FOURTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this “Amendment”), dated as of October 31, 2007, is made by and among IWC SERVICES, LLC, a Texas limited liability company (“Existing Borrower”), STASSCO PRESSURE CONTROL, L.

Jurisdiction of Incorporation

EXHIBIT 21.01 Subsidiaries Jurisdiction of Incorporation Name under which business conducted Boots & Coots Services, L.L.C. Texas Boots & Coots Services, Inc. Delaware Boots & Coots/IWC British Virgin Overseas, Inc. Islands Boots & Coots Canada, Ltd. Alberta, Canada Boots & Coots/IWC De Venezuela, S.A. Venezuela Boots & Coots International Cayman Islands HWC Limited Louisiana Boots & Coots Service

Boots & Coots Reports Fourth Quarter and Year End Results Company Reports Record Revenues

EX-99.1 2 a5630360ex991.htm EXHIBIT 99.1 Exhibit 99.1 Boots & Coots Reports Fourth Quarter and Year End Results Company Reports Record Revenues HOUSTON-(BUSINESS WIRE)-Boots & Coots International Well Control, Inc. (AMEX:WEL), announced net income attributable to common stockholders of $5.8 million, or $0.08 per diluted share for the quarter ended December 31, 2007, compared to $4.5 million, or $0

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2008 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. (Exact name of Registrant as specified in its charter) Delaware 1-13817 11-2908692 (State or other jurisdiction of incor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended September 30, 2007 o TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended September 30, 2007 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number 1-13817 Boots & Coots International

2007 Boots & Coots Annual Performance Incentive Plan Rules & Guidelines

EXHIBIT 10.1 2007 Boots & Coots Annual Performance Incentive Plan Rules & Guidelines To most effectively and consistently administer the Annual Performance Incentive Plan (APIP), these rules and guidelines are provided. A. Plan Effective Dates: The APIP is initiated for the business operating period: · January 1, 2007 through December 31, 2007 B. Plan Administration: 1. Subject to the advice and c

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended June 30, 2007 o TRANSITION REPORT PURSUANT TO SECTION 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended June 30, 2007 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number 1-13817 Boots & Coots International Well

UNITED STATES U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Onl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended March 31, 2007 ¨ TRANSITION REPORT PURSUANT TO SECTION 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended March 31, 2007 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number 1-13817 Boots & Coots International Well

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2007 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. (Exact name of Registrant as specified in its charter) Delaware 1-13817 11-2908692 (State or other jurisdiction of incorpora

SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. (Name of Issuer) Common Stock, par value $.00001 per share (Title of Class of Securitie

SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 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) Bradley J. Dodson Vice President, Chief Financial Officer and Treasurer Oil States International, Inc. 333 Clay Street,

26,000,000 SHARES BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. Common Stock

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Filed Pursuant to Rule 424(b)(1) Registration No.

26,000,000 SHARES BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. COMMON STOCK UNDERWRITING AGREEMENT [ ], 2007 UNDERWRITING AGREEMENT

QuickLinks - Click here to rapidly navigate through this document Exhibit 1.1 26,000,000 SHARES BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. COMMON STOCK UNDERWRITING AGREEMENT [ ], 2007 UNDERWRITING AGREEMENT [ ], 2007 MORGAN KEEGAN & COMPANY, INC. RBC CAPITAL MARKETS CORPORATION c/o Morgan Keegan & Company, Inc. 50 N. Front Street Memphis, Tennessee 38103 Ladies and Gentlemen: INTRODUCTION Boo

As filed with the Securities and Exchange Commission on April 16, 2007

QuickLinks - Click here to rapidly navigate through this document As filed with the Securities and Exchange Commission on April 16, 2007 Registration No.

26,000,000 SHARES BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. Common Stock

FWP 1 a2177135zfwp.htm FWP QuickLinks - Click here to rapidly navigate through this document Filed pursuant to Rule 433 Registration Statement No. 333-140590 Free Writing Prospectus Dated April 4, 2007 26,000,000 SHARES BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. Common Stock We are selling 13,000,000 shares of our common stock and Oil States Energy Services, Inc. is selling 13,000,000 shares o

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 4, 2007 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. (Exact name of Registrant as specified in its charter) Delaware 1-13817 11-2908692 (State or other jurisdiction of Commiss

As filed with the Securities and Exchange Commission on April 2, 2007

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS As filed with the Securities and Exchange Commission on April 2, 2007 Registration No.

List of subsidiaries of the company.

EXHIBIT 21.01 Subsidiaries Jurisdiction of Name under which Incorporation business conducted IWC Services, L.L.C. Texas Boots & Coots Services Boots & Coots Services, Inc. Delaware Boots & Coots/IWC British Virgin Overseas, Inc. Islands Boots & Coots Canada, Ltd. Alberta, Canada Boots & Coots/IWC De Venezuela, S.A. Venezuela HWCES International Cayman Islands HWC Limited Louisiana Boots & Coots Se

Amendment 2 to the Credit and Security Agreement dated March 3, 2006 by and between Boots & Coots International Well Control, Inc. and Wells Fargo Bank, National Association.

EXHIBIT 10.18 SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT THIS SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this “Amendment”), dated as of November 30, 2006, is made by and between IWC SERVICES, LLC, a Texas limited liability company (“Borrower”) and WELLS FARGO BANK, National Association (“Lender”), acting through its WELLS FARGO BUSINESS CREDIT operating division. RECITALS Borrower,

Amendment 3 to the Credit and Security Agreement dated March 3, 2006 by and between Boots & Coots International Well Control, Inc. and Wells Fargo Bank, National Association.

EXHIBIT 10.19 THIRD AMENDMENT TO CREDIT AND SECURITY AGREEMENT THIS THIRD AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this “Amendment”), dated as of March 20, 2007, is made by and between IWC SERVICES, LLC, a Texas limited liability company (“Borrower”) and WELLS FARGO BANK, National Association (“Lender”), acting through its WELLS FARGO BUSINESS CREDIT operating division. RECITALS Borrower, Boots

FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT

EXHIBIT 10.17 FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this "Amendment"), dated as of May 11, 2006, is made by and between IWC SERVICES, LLC, a Texas limited liability company ("Borrower") and WELLS FARGO BANK, National Association ("Lender"), acting through its WELLS FARGO BUSINESS CREDIT operating division. RECITALS Borrower, Boots &

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Form 10-K For the fiscal year ended December 31, 2006 Commission file number 1-13817 Boots & Coots International Well Control, Inc. (Name of Registrant as specified in Its Charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Form 10-K For the fiscal year ended December 31, 2006 Commission file number 1-13817 Boots & Coots International Well Control, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2007 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. (Exact name of Registrant as specified in its charter) Delaware 1-13817 11-2908692 (State or other jurisdiction of incorpo

As filed with the Securities and Exchange Commission on February 9, 2007

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS As filed with the Securities and Exchange Commission on February 9, 2007 Registration No.

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2006 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. (Exact name of Registrant as specified in its charter) Delaware 1-13817 11-2908692 (State or other jurisdiction of inc

As filed with the Securities and Exchange Commission on November 14, 2006

As filed with the Securities and Exchange Commission on November 14, 2006 Registration Statement No.

As filed with the Securities and Exchange Commission on November 14, 2006

As filed with the Securities and Exchange Commission on November 14, 2006 Registration Statement No.

NONQUALIFIED STOCK OPTION AGREEMENT BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. NONEMPLOYEE DIRECTOR STOCK OPTION PLAN

EXHIBIT 4.2 NONQUALIFIED STOCK OPTION AGREEMENT BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. NONEMPLOYEE DIRECTOR STOCK OPTION PLAN [ , 20 ] Option No. THIS OPTION AGREEMENT (“Option Agreement”) dated and delivered to the holder on this day of , 20 , in Houston, Texas, is by and between BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC., a Delaware corporation (hereinafter called the “Company”), and

BOOTS& COOTS INTERNATIONAL WELL CONTROL, INC. 2006 NON-EMPLOYEE DIRECTOR STOCK INCENTIVE PLAN (as amended through October 2006) ARTICLE I. ESTABLISHMENT AND PURPOSE

EXHIBIT 4.1 BOOTS& COOTS INTERNATIONAL WELL CONTROL, INC. 2006 NON-EMPLOYEE DIRECTOR STOCK INCENTIVE PLAN (as amended through October 2006) ARTICLE I. ESTABLISHMENT AND PURPOSE 1.1 Establishment. Boots& Coots International Well Control,Inc. (“Boots& Coots”) hereby establishes the Boots& Coots International Well Control,Inc. 2006 Non-Employee Director Stock Incentive Plan, as an amendment and resta

BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. 2006 NON-EMPLOYEE DIRECTOR STOCK INCENTIVE PLAN REGULAR RESTRICTED STOCK AWARD AGREEMENT

EXHIBIT 4.3 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. 2006 NON-EMPLOYEE DIRECTOR STOCK INCENTIVE PLAN REGULAR RESTRICTED STOCK AWARD AGREEMENT THIS AGREEMENT, made and entered into as of the day of , 20 , by and between BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC., a Delaware corporation (“Company”), and , an outside director of Company (“Participant”). WHEREAS, the Compensation Committee o

BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. 2004 LONG TERM INCENTIVE PLAN (Amended and Restated Through October 2006) 1. PURPOSE OF THE PLAN This 2004 Long Term Incentive Plan is intended to promote the interests of Boots & Coots International Wel

EXHIBIT 4.1 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. 2004 LONG TERM INCENTIVE PLAN (Amended and Restated Through October 2006) 1. PURPOSE OF THE PLAN This 2004 Long Term Incentive Plan is intended to promote the interests of Boots & Coots International Well Control, Inc., a Delaware corporation (the "Company"), by providing the employees and long term consultants of the Company largely respo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended September 30, 2006 ¨ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended September 30, 2006 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number 1-13817 Boots & Coots International

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 form8k.htm BOOTS AND COOTS 8-K 11-6-2006 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2006 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. (Exact name of Registrant as specified in its charter) Delaware 1-13817

Boots & Coots International Well Control, Inc. 11615 N. Houston Rosslyn Houston, Texas 77086 October 27, 2006

CORRESP 1 filename1.htm Boots & Coots International Well Control, Inc. 11615 N. Houston Rosslyn Houston, Texas 77086 October 27, 2006 Via EDGAR electronic transmission and electronic transmission Securities and Exchange Commission 100 F Street, N.W. Washington, D.C. 20549 Re: Boots & Coots International Well Control, Inc. Registration Statement on Form S-3 File No. 333-132577 Ladies and Gentlemen:

October 3, 2006

October 3, 2006 Mellissa Campbell Duru Division of Corporation Finance United States Securities and Exchange Commission Mail Stop 0408 450 Fifth Street NW Washington, D.

As filed with the Securities and Exchange Commission on October 4, 2006

As filed with the Securities and Exchange Commission on October 4, 2006 Registration No.

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 3, 2006 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. (Exact name of Registrant as specified in its charter) Delaware 1-13817 11-2908692 (State or other jurisdiction of incor

BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. AND HYDRAULIC WELL CONTROL PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2005 (in thousands except for per share amounts)

BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. AND HYDRAULIC WELL CONTROL PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2005 (in thousands except for per share amounts) (unaudited) HWC B&C Pro Forma Adjustments Reference Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ 4,738 $ 2,594 $ - $ 7,332 - Receivables-net 11,351 6,142 - 17,493 Inventories-net 781 - - 781 Prepai

HYDRAULIC WELL CONTROL BUSINESS OF OIL STATES INTERNATIONAL, INC. COMBINED FINANCIAL STATEMENTS DECEMBER 31, 2005 AND 2004 HYDRAULIC WELL CONTROL BUSINESS OF OIL STATES INTERNATIONAL, INC. COMBINED FINANCIAL STATEMENTS DECEMBER 31, 2005 AND 2004 C O

EX-99.1 4 ex991.htm EXHIBIT 99.1 HYDRAULIC WELL CONTROL BUSINESS OF OIL STATES INTERNATIONAL, INC. COMBINED FINANCIAL STATEMENTS DECEMBER 31, 2005 AND 2004 HYDRAULIC WELL CONTROL BUSINESS OF OIL STATES INTERNATIONAL, INC. COMBINED FINANCIAL STATEMENTS DECEMBER 31, 2005 AND 2004 C O N T E N T S Page Reports of Independent Auditors 2 - 3 Combined Balance Sheets 4 Combined Statements of Operations 5

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 19, 2006 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. (Exact name of Registrant as specified in its charter) Delaware 1-13817 11-2908692 (State or other jurisdiction ofinc

EMPLOYMENT AGREEMENT

EXHIBIT 10.1 EMPLOYMENT AGREEMENT WITH GABRIEL ALDAPE EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made and entered into as of March 1, 2006 (the “Effective Date”), by and between BOOTS & COOTS SERVICES (the “Company”) and GABRIEL ALDAPE (“Employee”). The Company hereby employs Employee and Employee accepts such employment on the following terms and conditions: 1. Term. Emp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended June 30, 2006 o TRANSITION REPORT PURSUANT TO SECTION 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended June 30, 2006 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number 1-13817 Boots & Coots International Well

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registran

DEF 14A 1 a06-175481def14a.htm DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the

An Independent Member of Urbach Hacker Young International Limited

EX-16.1 2 ex161.htm EXHIBIT 16.1 12 Greenway Plaza, Suite 1202 Houston, TX 77046-1289 Phone 713-561-6500 Dax 713-968-7128 Web www.uhy-us.com July 18, 2006 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Gentlemen: We have read the statements made by Boots & Coots International Well Control, Inc., which we understand will be filed with the Securities and Exchange Commis

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2006 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. (Exact name of Registrant as specified in its charter) Delaware 1-13817 11-2908692 (State or other jurisdiction of incorpo

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2006 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. (Exact name of Registrant as specified in its charter) Delaware 1-13817 11-2908692 (State or other jurisdiction of incorpo

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is made and entered into as of April 1, 2006 (the "Effective Date"), by and between BOOTS & COOTS SERVICES (the "Company") and DEWITT H.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended March 31, 2006 o TRANSITION REPORT PURSUANT TO SECTION 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended March 31, 2006 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number 1-13817 Boots & Coots International Well

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Form 10-K For the fiscal year ended December 31, 2005 Commission file number 1-13817 Boots & Coots International Well Control, Inc. (Name of Registrant as specified in Its Charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Form 10-K For the fiscal year ended December 31, 2005 Commission file number 1-13817 Boots & Coots International Well Control, Inc.

Jurisdiction of

EXHIBIT 21.01 Subsidiaries Jurisdiction of Name under which Incorporation business conducted IWC Services, L.L.C. Texas Boots & Coots Services Boots & Coots Services, Inc. Delaware Boots & Coots/IWC British Virgin Overseas, Inc. Islands Boots & Coots Canada, Ltd. Alberta, Canada Boots & Coots/IWC De Venezuela, S.A. Venezuela HWCES International Cayman Islands HWC Limited Louisiana Boots & Coots Se

As filed with the Securities and Exchange Commission on March 20, 2006

As filed with the Securities and Exchange Commission on March 20, 2006 Registration No.

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Unregistered Sales of Equity Securities, Material Modification to Rights of Security Holders, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2006 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. (Exact name of Registrant as specified in its charter) Delaware 1-13817 11-2908692 (State or other jurisdiction of incorpo

REGISTRATION RIGHTS AGREEMENT

Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the “Agreement”) is dated as of March 3, 2006, by and between BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC., a Delaware corporation (the “Corporation”), and HWC ENERGY SERVICES, INC., a Texas corporation (including its successors and any assignee of rights hereunder permitted by Section 17 hereof, “HWC”). WHEREAS, in co

CREDIT AND SECURITY AGREEMENT BY AND AMONG BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC., IWC SERVICES, LLC, WELLS FARGO BANK, NATIONAL ASSOCIATION Acting through its WELLS FARGO BUSINESS CREDIT operating division March 3, 2006 TABLE OF CONTENTS

Exhibit 10.1 Execution Copy CREDIT AND SECURITY AGREEMENT BY AND AMONG BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC., IWC SERVICES, LLC, AND WELLS FARGO BANK, NATIONAL ASSOCIATION Acting through its WELLS FARGO BUSINESS CREDIT operating division March 3, 2006 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Other Definitional Terms; Rules of Interpretation 21 ARTICL

CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. Boots & Coots International Well Control, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, as amended (the “GCLD”), hereby certifies as follows: FIRST: That the Board of Directors of

Boots & Coots Hydraulic Well Control Decreased Risk/Increased Production

EX-99.1 2 ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Boots & Coots Hydraulic Well Control Decreased Risk/Increased Production 1 Safe Harbor Language Certain statements included in this presentation are intended as "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. Boots & Coots cautions that actual future results may vary materially from those expressed or implied i

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2006 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. (Exact name of Registrant as specified in its charter) Delaware 1-13817 11-2908692 (State or other jurisdiction of inco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant x Filed by a Party other than the Registra

DEF 14A 1 a06-30611def14a.htm PRELIMINARY PROXY NOT RELATED TO A CONTESTED MATTER OR MERGER/ACQUISITION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary

January 27, 2006

CORRESP 1 filename1.htm January 27, 2006 Mellissa Campbell Duru Division of Corporation Finance United States Securities and Exchange Commission Mail Stop 0408 450 Fifth Street NW Washington, D.C. 20549 Re: Boots & Coots International Well Control, Inc. Preliminary Schedule 14A Filed December 23, 2005 amended January 19, 2006 Dear Ms. Duru: Thank you for your verbal comments on January 12, 2006 an

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A (Amendment No. 1) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended September 30, 2005 Commission File Number 1-13817 Bo

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A (Amendment No. 1) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended September 30, 2005 Commission File Number 1-13817 Boots & Coots International Well Control, Inc. (Exact name of registrant as specified in its charter) Delaware 11-2908692 (State or other jurisdiction o

January 18, 2006

January 18, 2006 Mellissa Campbell Duru Division of Corporation Finance United States Securities and Exchange Commission Mail Stop 0408 450 Fifth Street NW Washington, D.

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant T Filed by Party other than the Registrant * Check the appropriate box: T Preliminary Proxy Statement * Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) * Definitive Proxy Statement * Definitive Additional Materials * Soliciting Material under Rule 14a-12 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2005 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. (Exact name of Registrant as specified in its charter) Delaware 1-13817 11-2908692 (State or other jurisdiction of inc

FIRST AMENDMENT TO RIGHTS AGREEMENT

Exhibit 4.1 FIRST AMENDMENT TO RIGHTS AGREEMENT This FIRST AMENDMENT (this “Amendment”) dated November 21, 2005 to the RIGHTS AGREEMENT dated November 27, 2001 (the “Rights Agreement”), between Boots & Coots International Well Control, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”). W I T N E S S E T H WHEREAS, Sectio

TRANSACTION AGREEMENT by and among BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC., HWC ACQUISITION, LLC, HWC MERGER CORPORATION, HYDRAULIC WELL CONTROL, LLC HWC ENERGY SERVICES, INC. dated as of November 21, 2005 TABLE OF CONTENTS

Exhibit 2.1 Execution Copy TRANSACTION AGREEMENT by and among BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC., HWC ACQUISITION, LLC, HWC MERGER CORPORATION, HYDRAULIC WELL CONTROL, LLC and HWC ENERGY SERVICES, INC. dated as of November 21, 2005 TABLE OF CONTENTS Page ARTICLE I THE TRANSACTIONS Section 1.1 The HWCES Acquisition 2 Section 1.2 The HWC Limited Acquisition 2 Section 1.3 The HWC LLC Merg

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2005 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. (Exact name of Registrant as specified in its charter) Delaware 1-13817 11-2908692 (State or other jurisdiction of inco

BOOTS & COOTS ANNOUNCES RESULTS FOR THE FIRST NINE MONTHS OF 2005

EX-99.1 2 ex991.htm EXHIBIT 99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE Investor Contact: Jennifer Tweeton VOLLMER 713-970-2100 [email protected] Stan Altschuler / Richard Cooper Strategic Growth International 212-838-1444 [email protected] BOOTS & COOTS ANNOUNCES RESULTS FOR THE FIRST NINE MONTHS OF 2005 HOUSTON, November 9, 2005 — Boots & Coots International Well Control, Inc. (Amex: WEL), a glo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended September 30, 2005 o TRANSITION REPORT PURSUANT TO SECTI

10-Q 1 main-body.htm BOOTS & COOTS 10-Q 9-30-2005 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended September 30, 2005 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2005 Commission File Number: 1-13817 Boo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2005 Commission File Number: 1-13817 Boots & Coots International Well Control, Inc. (Exact name of registrant as specified in its charter) Delaware 11-2908692 (State or other jurisdiction of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended March 31, 2005 o TRANSITION REPORT PURSUANT TO SECTION 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended March 31, 2005 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANTGE ACT OF 1934 For the Transition Period from to Commission File Number 1-13817 Boots & Coots International Wel

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (date of earliest event reported) April 15, 2005 Boots & Coots International Well Control, Inc. (Exact name of registrant as specified in its charter) Commission File Number 1-13817 Delaware 11-2908692 (State or Other

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Form 10-K (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2004 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-13817 Boots & Coots International Well Control, Inc.

CONSENT OF UHY MANN FRANKFORT STEIN & LIPP CPAs, LLP

Exhibit 23.01 EXHIBIT 23.01 CONSENT OF UHY MANN FRANKFORT STEIN & LIPP CPAs, LLP We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Registration Nos. 333-119343 and 333-119342) of our report dated March 21, 2005, with respect to the consolidated financial statements included in this Annual Report (Form 10-K) of Boots & Coots International Well Control,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended September 30, 2004 [ ] TRANSITION REPORT PURSUANT TO S

10-Q 1 form10-q.htm BOOTS AND COOTS 10-Q 9-30-2004 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended September 30, 2004 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANTGE ACT OF 1934 For the Transition Period from to Com

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 19, 2004 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. (Exact name of Registrant as specified in its charter) Delaware 1-13817 11-2908692 (State or other jurisdiction of Commi

EX-10.1

CONSULTING AGREEMENT This Agreement is entered into between BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.

Current Report

8-K 1 body.htm BOOTS AND COOTS 8-K 8-3-2004 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K 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 3, 2004 Boots & Coots International Well Control, Inc. (Exact name of registrant as specified in its charter) Commission File Number 1-13817 Delaw

EX-21.01

LIST OF SUBSIDIARIES - Subsidiaries of Boots & Coots International Well Control, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2004 Commission File Number: 1-13817 Boo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2004 Commission File Number: 1-13817 Boots & Coots International Well Control, Inc. (Exact name of registrant as specified in its charter) Delaware 11-2908692 (State or other jurisdiction of

EX-10.37

EXECUTION COPY FIFTH AMENDMENT, CONSENT AND WAIVER UNDER SUBORDINATED NOTE RESTRUCTURING AGREEMENT FIFTH AMENDMENT, CONSENT AND WAIVER (this "Fifth Amendment"), dated as of August 13, 2004, to the Subordinated Note Restructuring Agreement, dated as of December 28, 2000 (as amended, including by this Fifth Amendment, the "Restructuring Agreement") among Boots & Coots International Well Control Inc.

PRE 14A

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

Exhibit A

SECURITIES AND EXCHANGE COMMISSION WASHINGTION, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File No.