As Filed With the Securities and Exchange Commission on March 15, 2001
Registration No. 333-54944
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HANOVER COMPRESSOR COMPANY
(Exact Name of Registrant as Specified in its Charter)
Delaware 76-0625124
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
12001 North Houston Rosslyn
Houston, Texas 77086
(281) 447-8787
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
Michael J. McGhan
President and Chief Executive Officer
Hanover Compressor Company
12001 North Houston Rosslyn
Houston, Texas 77086
(281) 447-8787
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
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Copies To:
Richard S. Meller, Esq. John J. Sabl, Esq.
Latham & Watkins Sidley & Austin
233 South Wacker Drive Bank One Plaza
Suite 5800 10 South Dearborn Street
Chicago, Illinois 60606 Chicago, Illinois 60603
(312) 876-7700 (312) 853-7000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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EXPLANATORY NOTE
This Amendment No. 2 is being filed solely for the purpose of filing the
exhibits attached hereto.
1
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
The following documents are filed as exhibits to this Registration
Statement, including those exhibits incorporated herein by reference to a prior
filing of Hanover Compressor Company under the Securities Act or the Exchange
Act as indicated in parenthesis:
Exhibit
No. Description
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1.1 Form of Underwriting Agreement.
4.1 Certificate of Incorporation of Hanover Compressor Holding Co., as
amended (incorporated by reference to Exhibit 3.1 to Hanover
Compressor Company's Current Report on Form 8-K dated February 5,
2001).
4.2 Bylaws of Hanover Compressor Company (incorporated by reference to
Exhibit No. 3.3 to Hanover Compressor Company's Annual Report on Form
10-K for the year ended December 31, 1999).
4.3 Form of Hanover Compressor Company common stock certificate
(incorporated by reference to Exhibit 4.11 to Hanover Compressor
Company's Registration Statement on Form S-1 (File No. 333-27953), as
amended).
5.1 Opinion of Latham & Watkins as to the validity of the common stock.*
23.1 Consent of PricewaterhouseCoopers LLP, independent accountants.*
23.2 Consent of PricewaterhouseCoopers LLP, independent accountants.*
23.3 Consent of Latham & Watkins (included in the opinion filed as Exhibit
5.1).*
24.1 Powers of Attorney (included on the signature page of this
Registration Statement).*
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* Previously filed.
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Hanover Compressor Company certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 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 March 15, 2001.
Hanover Compressor Company
/s/ Michael J. McGhan
By: _________________________________
Michael J. McGhan
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 15th day of March, 2001.
Signature Title
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/s/ Michael J. McGhan President and Chief Executive Officer and
______________________________________ Director (Principal Executive Officer)
Michael J. McGhan
/s/ William S. Goldberg Chief Financial Officer and Director
______________________________________ (Principal Financial and Accounting
William S. Goldberg Officer)
* Director
______________________________________
Ted Collins, Jr.
* Director
______________________________________
Robert R. Furgason
* Director
______________________________________
Melvyn N. Klein
* Director
______________________________________
Michael A. O'Connor
* Director
______________________________________
Alvin V. Shoemaker
/s/ Michael J. McGhan
*By:_____________________________
Attorney-in-fact
II-2
EXHIBIT INDEX
Exhibit
No. Description
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1.1 Form of Underwriting Agreement.
4.1 Certificate of Incorporation of Hanover Compressor Holding Co., as
amended (incorporated by reference to Exhibit 3.1 to Hanover
Compressor Company's Current Report on Form 8-K dated February 5,
2001).
4.2 Bylaws of Hanover Compressor Company (incorporated by reference to
Exhibit No. 3.3 to Hanover Compressor Company's Annual Report on Form
10-K for the year ended December 31, 1999).
4.3 Form of Hanover Compressor Company Common Stock certificate
(incorporated by reference to Exhibit 4.11 to Hanover Compressor
Company's Registration Statement on Form S-1 (File No. 333-27953), as
amended).
5.1 Opinion of Latham & Watkins as to the validity of the common stock.*
23.1 Consent of PricewaterhouseCoopers LLP, independent accountants.*
23.2 Consent of PricewaterhouseCoopers LLP, independent accountants.*
23.3 Consent of Latham & Watkins (included in the opinion filed as Exhibit
5.1).*
24.1 Powers of Attorney (included on the signature page of this
Registration Statement).*
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*Previously filed.