As filed with the Securities and Exchange Commission on March 16, 2001.
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
HANOVER COMPRESSOR COMPANY
(Exact name of Registrant as specified in its charter)
Delaware 76-0625124
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
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 and address including zip code, and telephone
number, including area code, of agent for service)
______________
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
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. [X] 333-54942
---------
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. [_]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Each Class of Amount Maximum Maximum
Securities to be to be Offering Price Aggregate Amount of
Registered Registered Per Security Offering Price Registration Fee
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Convertible Senior Notes (1)...... $19,500,000 100% $19,500,000 $4,875
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(1) Also includes such indeterminate number of shares of common stock as may be
issued upon conversion of the convertible senior notes.
EXPLANATORY STATEMENT
This registration statement on Form S-3 is being filed pursuant to Rule
462(b) and General Instruction IV to Form S-3, both promulgated under the
Securities Act of 1933, as amended, to register an additional $19,500,000
maximum aggregate offering price of convertible senior notes of Hanover
Compressor Company. The contents of the Registration Statement on Form S-3
(Registration No. 333-54942), which Registration Statement was previously filed
with the Securities and Exchange Commission on February 5, 2001, as amended by
Amendment No. 1 and Amendment No. 2, filed on February 27, 2001 and March 15,
2001, respectively, are incorporated by reference into this Registration
Statement.
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 16,
2001.
HANOVER COMPRESSOR COMPANY
By: /s/ Michael J. McGhan
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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 16th day of March, 2001.
Signature Title
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/s/ Michael J. McGhan President, Chief Executive Officer and Director
------------------------------------------------- (Principal Executive Officer)
Michael J. McGhan
/s/ William S. Goldberg Chief Financial Officer and Director
------------------------------------------------- (Principal Financial and Accounting Officer)
William S. Goldberg
/s/ Ted Collins, Jr. Director
-------------------------------------------------
Ted Collins, Jr.
/s/ Robert R. Furgason Director
-------------------------------------------------
Robert R. Furgason
/s/ Melvyn N. Klein Director
-------------------------------------------------
Melvyn N. Klein
/s/ Michael A. O'Connor Director
-------------------------------------------------
Michael A. O'Connor
II-1
EXHIBIT INDEX
Exhibit
Number
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5.1 Opinion of Latham & Watkins as to the validity of the convertible senior
notes.
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).