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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 14, 2001
REGISTRATION NO. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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OIL STATES INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0476605
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
THREE ALLEN CENTER
333 CLAY STREET, SUITE 3460
HOUSTON, TEXAS 77002
(Address of principal executive offices, including zip code)
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OIL STATES INTERNATIONAL, INC.
DEFERRED COMPENSATION PLAN;
(Full title of the plan)
CINDY B. TAYLOR
OIL STATES INTERNATIONAL, INC.
THREE ALLEN CENTER
333 CLAY STREET, SUITE 3460
HOUSTON, TEXAS 77002
(Name and address of agent for service)
(713) 652-0582
(Telephone number, including area code, of agent for service)
Copies to:
Scott N. Wulfe
Vinson & Elkins L.L.P.
1001 Fannin Street, Suite 2300
Houston, Texas 77002
(713) 758-2222
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED(1) REGISTERED(2) PER SHARE PRICE(2) FEE
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Deferred Compensation Obligations.........
Common Stock, par value $.01 per share....
----------- ---- ----------- ------
Total.............................. $10,000,000 100% $10,000,000 $2,500
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(1) The Deferred Compensation Obligations of the Registrant to pay deferred
compensation in the future in accordance with the terms of the Oil
States International, Inc. Deferred Compensation Plan.
(2) The amount to be registered is estimated solely for the purpose of
calculating the amount of the registration fee and includes such
indeterminate number of shares of the Registrant's Common Stock as may
be issued at indeterminate prices from time to time as one of the
various investment options for participants in the Oil States
International, Inc. Deferred Compensation Plan.
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INTRODUCTION
We are filing this Registration Statement because of the uncertainty as
to whether the Obligations (as defined below) would or should be considered
"securities" or be subject to registration under the Securities Act of 1933, as
amended (the "Securities Act"). The filing of this Registration Statement is not
an admission by us that the Obligations are securities or are subject to the
registration requirements of the Securities Act.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Information required by Part I, Item 1 to be contained in the Section
10(a) prospectus is omitted from this registration statement in accordance with
Rule 428 under the Securities Act and the explanatory note to Part I of Form
S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Information required by Part I, Item 2 to be contained in the Section
10(a) prospectus is omitted from this registration statement in accordance with
Rule 428 under the Securities Act and the explanatory note to Part I of Form
S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which we have filed with the Securities and
Exchange Commission, are incorporated by reference in this registration
statement:
(a) Our annual report on Form 10-K for the fiscal year ended
December 31, 2000 filed on March 30, 2001.
(b) Our quarterly report on Form 10-Q for the three month period
ended March 31, 2001 filed on May 15, 2001.
(c) The description of our common stock, which is contained in our
registration statement on Form 8-A filed on February 6, 2001
pursuant to Section 12 of the Exchange Act, including any
amendment or report filed for the purpose of updating such
description.
All documents we file pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act, subsequent to the effective date of this registration
statement and prior to the filing of a post-effective amendment to this
registration statement that (1) indicates that all securities registered on this
registration statement have been sold or (2) deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part of this registration statement from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference in this registration
statement shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained in this
registration statement or in any other subsequently filed document which also is
or is deemed to be incorporated by reference in this registration statement
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The Deferred Compensation Obligations registered hereunder (the
"Obligations") are our unsecured obligations to pay deferred compensation in the
future in accordance with the terms of the Oil States International, Inc.
Deferred Compensation Plan (the "Plan"), which is filed as Exhibit 4.3 to this
Registration Statement, and the Oil States International, Inc. Deferred
Compensation Plan Trust Agreement (the "Trust Agreement"), a form of
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which consistent in all material respects to the Trust Agreement is filed as
Exhibit 4.4 to this Registration Statement. Such exhibits set forth a
description of the Obligations and are incorporated herein by reference in their
entirety in response to this Item 4, pursuant to Rule 411(b)(3) under the
Securities Act of 1933.
No participant under the Plan shall have any preferred claim to, or any
beneficial ownership interest in, any assets which are subject to the trust
established by the Trust Agreement (the "Trust"). All such assets are subject to
the claims of our creditors until they are paid out of the Trust to the
participants in accordance with the terms of the Plan. The Plan provides that
the Obligations of our subsidiaries are separate and will be administered by
separate sub-trusts for each subsidiary. The sub-trusts will be substantially
similar to the Trust Agreement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL") provides
that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding whether civil, criminal, administrative or investigative,
other than an action by or in the right of the corporation, by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorney's fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
Section 145 further provides that a corporation similarly may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which he shall have been adjudged to be liable to the corporation unless and
only to the extent that the Delaware Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all of the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Delaware Court of Chancery or such other court shall deem
proper.
Section 145 also provides that to the extent a director, officer,
employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to above, or
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
Furthermore, Section 145 provides that nothing in the above-described
provisions shall be deemed exclusive of any other rights to indemnification or
advancement of expenses to which any person may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise.
Our Bylaws generally provide for the indemnification of any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceedings, whether civil, criminal,
administrative or investigative (a "proceeding") by reason of the fact that such
person is or was a director or officer of our company or a constituent
corporation absorbed in a consolidation or merger, or is or was serving at the
request of our company or a constituent corporation absorbed in a consolidation
or merger, as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, including service with respect to employee
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benefit plans, against expenses (including attorneys' fees), liability and loss
actually and reasonably incurred or suffered by such person in connection with
such proceeding, whether or not the indemnified liability arises or arose from
any threatened, pending or completed proceeding by or in the right of our
company, except to the extent that such indemnification is prohibited by
applicable law. Our Bylaws also provide that such indemnification shall not be
deemed exclusive of any other rights to which those indemnified may be entitled
as a matter of law or under any bylaw, agreement, vote of stockholders or
otherwise.
As permitted by Section 102(b)(7) of the DGCL, our Amended and Restated
Certificate of Incorporation provides that directors of our company shall have
no personal liability to our company or our stockholders for monetary damages
for breach of fiduciary duty as a director, except (1) for any breach of the
director's duty of loyalty to our company or our stockholders, (2) for acts or
omissions not in good faith or which involve intentional misconduct or knowing
violation of law, (3) under Section 174 of the DGCL (pertaining to certain
prohibited acts including unlawful payment of dividends or unlawful purchase or
redemption of the corporation's capital stock) or (4) for any transaction from
which a director derived an improper personal benefit.
In addition, we have entered into indemnity agreements with our
directors and executive officers containing provisions which are in some
respects broader than the specific indemnification provisions contained in the
DGCL. The U.S. and international purchase agreements that we have entered into
in connection with our initial public offering also contain certain provisions
for the indemnification against certain civil liabilities under the Securities
Act of our directors and certain of our officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Unless otherwise indicated below as being incorporated by reference to
another document that we have filed with the Commission, each of the following
exhibits is filed herewith:
4.1 Amended and Restated Certificate of Incorporation of Oil
States International, Inc. (filed with the Commission as
Exhibit 3.1 to our Form 10-K filed on March 30, 2001 and
incorporated herein by reference)
4.2 Amended and Restated Bylaws of Oil States International, Inc.
(filed with the Commission as Exhibit 3.2 to our Form 10-K
filed on March 30, 2001 and incorporated herein by reference)
4.3 Oil States International, Inc. Deferred Compensation Plan
4.4 Form of Oil States International, Inc. Deferred Compensation
Plan Trust Agreement
5.1 Opinion of Vinson & Elkins L.L.P.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Arthur Andersen LLP (Dallas, Texas)
23.3 Consent of PricewaterhouseCoopers LLP (Edmonton, Alberta)
23.4 Consent of PricewaterhouseCoopers LLP (Calgary, Alberta)
23.5 Consent of Ernst & Young LLP
23.6 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1)
24.1 Powers of Attorney (included on the signature page to this
registration statement)
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ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(b) To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement; and
(c) To include any material information with respect to the plan
of distribution not previously disclosed in this registration statement
or any material change to such information in this registration
statement;
provided, however, that the undertakings set forth in paragraphs (1)(a) and
(1)(b) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for the purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the 12th day of June,
2001.
OIL STATES INTERNATIONAL, INC.
By: /s/ Douglas E. Swanson
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Douglas E. Swanson
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Cindy B. Taylor and/or Douglas E.
Swanson, each and individually, his true and lawful attorneys-in-fact and
agents, with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments or
post-effective amendments to this registration statement on Form S-8, and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each of
such attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and ratifying and confirming all that
such attorney-in-fact and agent or his substitute or substitutes may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the 12th day of June, 2001.
SIGNATURE TITLE
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/s/ Douglas E. Swanson President, Chief Executive Officer and Director
-------------------------------------------------------- (Principal Executive Officer)
Douglas E. Swanson
/s/ Cindy B. Taylor Chief Financial Officer
-------------------------------------------------------- (Principal Financial Officer)
Cindy B. Taylor
/s/ Robert W. Hampton Vice President - Finance and Accounting
-------------------------------------------------------- (Principal Accounting Officer)
Robert W. Hampton
/s/ L.E. Simmons Chairman of the Board
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L.E. Simmons
/s/ Martin Lambert Director
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Martin Lambert
/s/ Mark G. Papa Director
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Mark G. Papa
/s/ Gary L. Rosenthal Director
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Gary L. Rosenthal
/s/ Andrew L. Waite Director
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Andrew L. Waite
/s/ Stephen A. Wells Director
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Stephen A. Wells
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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4.1 Amended and Restated Certificate of Incorporation of Oil
States International, Inc. (filed with the Commission as
Exhibit 3.1 to our Form 10-K filed on March 30, 2001 and
incorporated herein by reference)
4.2 Amended and Restated Bylaws of Oil States International, Inc.
(filed with the Commission as Exhibit 3.2 to our Form 10-K
filed on March 30, 2001 and incorporated herein by reference)
4.3 Oil States International, Inc. Deferred Compensation Plan
4.4 Form of Oil States International, Inc. Deferred Compensation
Plan Trust Agreement
5.1 Opinion of Vinson & Elkins L.L.P.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Arthur Andersen LLP (Dallas, Texas)
23.3 Consent of PricewaterhouseCoopers LLP (Edmonton, Alberta)
23.4 Consent of PricewaterhouseCoopers LLP (Calgary, Alberta)
23.5 Consent of Ernst & Young LLP
23.6 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1)
24.1 Powers of Attorney (included on the signature page to this
registration statement)