As filed with the Securities and Exchange Commission on August 2, 2022
| Registration No. 333-266037 | ||
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION ON MAY 20, 2002
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
Washington, D.C. 20549
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
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)
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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 of incorporation or organization) | (I.R.S. Employer Identification | ||||
| ____________________ | |||||
Three Allen Center 333 Clay Street, Suite 4620 Houston, Texas 77002 (713) 652-0582 | |||||
| (Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices) | |||||
Brian E. Taylor Senior Vice President, Controller and Chief Accounting Officer Three Allen Center 333 Clay Street, Suite 4620 Houston, Texas 77002 (713) 652-0582 | |||||
| (Name, address, including zip code, and telephone number, including area code, of agent for service) | |||||
____________________
Copies to:
Michael S. Telle
Vinson & Elkins LLP
845 Texas Avenue, Suite 4700
Vinson & Elkins LLP
845 Texas Avenue, Suite 4700
Houston, Texas 77002
(713)652-0582
(Name, address, including zip code, and telephone number,
including area code,758-2350
(713)
____________________
Approximate date of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: commencement of proposed sale to the public: From time to time after the effective date of this registration statement as determined by
market conditions and other factors.
Registration Statement.
If the only securities being registered on this formForm are beingto be offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ]
☐
If any of the securities being registered on this formForm are beingto 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, please check the following box. [X]
☒
If this formForm 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 formForm 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 ofthis Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the prospectus is expected to be madeSecurities and Exchange Commission pursuant to Rule 434,
please462(e) under the Securities Act, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
(1) Estimated solely for purposes☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of calculating the registration feesecurities pursuant to Rule 457(c)413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check One).
Large accelerated filer ☐ Accelerated filer ☒
Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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, as amended, based uponor until the averageregistration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
Prospectus
Oil States International, Inc.
1,909,722 Shares of the high and low sales price reported by the New YorkCommon Stock
Exchange on May 15, 2002.
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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 SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED MAY 20, 2002
PROSPECTUS
8,050,000 SHARES
OIL STATES INTERNATIONAL, INC.
COMMON STOCK
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This prospectus relates to the offer and sale from time to time of up to
8,050,000an aggregate of 1,909,722 shares of common stock, par value $0.01 per share, of Oil States International, Inc. by the selling securityholder named in the “Selling Securityholder” section of this prospectus. The selling securityholder may offer shares of our common stock, for the accountfrom time to time, in a number of different ways and at varying prices. For more information on possible methods of offer and sale by the selling stockholders
identified on page 7securityholder you should refer to the section of this prospectus entitled “Plan of Distribution.” We do not know which method, in what amount or at what time or times the selling securityholder may sell shares covered by this prospectus. We will not receive anybear all costs, expenses and fees in connection with the registration of the proceeds
fromshares. The selling securityholder will bear all commissions, fees and discounts, if any, attributable to the sale of shares.
Our shares by the selling stockholders.
Ourof common stock isare listed on the New York Stock Exchange or NYSE,(“NYSE”) under the trading symbol "OIS."“OIS.” On May 17, 2002,August 1, 2022, the last reported sale price of our common stock on the NYSE was $11.73 per share.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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$4.99.
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Investing in our common stock involves risks. Please carefully review the information under the heading “Risk Factors” beginning on page 2 of this prospectus. In addition, risks associated with any investment in our common stock may be described in the applicable prospectus supplement and certain of our filings with the Securities and Exchange Commission, as described in “Risk Factors.”
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
____________________
The date of this prospectus is , 2002
August 2, 2022.
TABLE OF CONTENTS
| ABOUT THIS PROSPECTUS | |||||
| ABOUT OIL STATES INTERNATIONAL, INC. | |||||
| RISK FACTORS | |||||
| FORWARD-LOOKING STATEMENTS | |||||
| USE OF PROCEEDS | |||||
| DESCRIPTION OF COMMON STOCK | |||||
| SELLING SECURITYHOLDER | |||||
| PLAN OF DISTRIBUTION | |||||
| LEGAL MATTERS | |||||
| EXPERTS | |||||
| WHERE YOU CAN FIND MORE INFORMATION | |||||
| INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE | |||||
ABOUT THIS PROSPECTUS
This prospectus constitutesis part of a registration statement on Form S-3that we have filed with the SECSecurities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, the selling securityholder may offer and sell, from time to time, a total of 1,909,722 shares of our common stock under this shelf registration statement. This prospectus provides you with a general description of the Securities Actcommon stock the selling securityholder may offer. We may provide a prospectus supplement containing specific information about the terms of 1933 utilizinga particular offering by the "shelf"
registrationselling securityholder. The prospectus supplement may also add to, update or continuous offering process. It omits some ofchange the information contained in this prospectus. To the registration statement,extent the information in the prospectus supplement is inconsistent with this prospectus, you should rely on the prospectus supplement. You should read both this prospectus and reference is madeany prospectus supplement together with additional information described under the heading “Where You Can Find More Information.”
Neither we nor the selling securityholder has authorized anyone to the
registration statement for furtherprovide any information with respector to us and the
securities we are offering. Any statementmake any representations other than those contained in this prospectus concerningor in any free writing prospectuses we have prepared. Neither we nor the provisionsselling securityholder take any responsibility for, and can provide no assurance as to the reliability of, any document filed as an exhibitother information that others may give you. This prospectus may only be used where it is legal to sell the registration statement or otherwise filed with the SEC is not necessarily
complete, and in each instance reference is made to the copy of the document
filed.
You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized any other person to provide
you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We will not issue these
securities in any jurisdiction where such issuance is not permitted.offered securities. You should assume that the information in this prospectus is accurate only as of the date on the front cover page or earlier datesof this prospectus and that the information incorporated by reference in this prospectus is accurate only as specified herein.of the date the respective information was filed with the SEC. Our business, financial condition, results of operations and prospects may have changed since those dates.
This prospectus provides you with
i
ABOUT OIL STATES INTERNATIONAL, INC.
Oil States International, Inc., through its subsidiaries, is a general descriptionglobal provider of manufactured products and services used in the drilling, completion, subsea, production and infrastructure sectors of the oil and natural gas industry, as well as in the industrial and military sectors. Our manufactured products include highly engineered capital equipment as well as products consumed in drilling, well construction and production of oil and natural gas. Oil States is headquartered in Houston, Texas with manufacturing and service facilities strategically located across the globe.
Our customers include many national oil and natural gas companies, major and independent oil and natural gas companies, onshore and offshore drilling companies and other oilfield service and industrial companies.
Our principal executive offices are located at Three Allen Center, 333 Clay Street, Suite 4620, Houston, Texas 77002, and our telephone number at that address is (713) 652-0582.
On July 1, 2022, pursuant to a settlement agreement, dated as of June 28, 2022 (the “Settlement Agreement”) by and between us and HCperf Holdings B.V. (formerly GEODynamics B.V.), a Netherlands private limited liability company (“HCperf”), we paid $10,000,000 and issued 1,909,722 shares of our common stock that will beto HCperf as consideration for the settlement of certain disputes existing between the parties in connection with the Company’s acquisition of GEODynamics, Inc., including the full and final settlement of the promissory note issued pursuant to HCperf ($17.5 million in principal amount outstanding at March 31, 2022) and related accrued interest (the “Settlement”). The shares issued in connection with the Settlement are now being offered for resale in this prospectus. The registration statement
filed
As used in this prospectus, “Oil States,” the “Company,” “we,” “our,” “us” or like terms mean Oil States International, Inc. and its consolidated subsidiaries unless we state otherwise or the context otherwise requires.
1
RISK FACTORS
An investment in our common stock involves a high degree of risk. You should carefully consider the risks described in our filings with the SEC includes exhibits that provide more details aboutreferred to under the matters
discussed in this prospectus. You should read this prospectus and the related
exhibits filed with the SEC, together with the additional information described
under "Whereheading “Where You Can Find More Information."
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WHERE YOU CAN FIND MORE INFORMATION
We fileInformation,” including our most recent annual report on Form 10-K and quarterly reports on Form 10-Q and currentother reports and other information with
the SEC (File No. 1-16337). You may read and copy any documents that are filed
at the SEC Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. You may also obtain copies of these documents at prescribed rates from
the Public Reference Section of the SEC at its Washington address. Please call
the SEC at 1-800-SEC-0330 for further information.
Our filings are also available to the public through:
- the SEC web site at http://www.sec.gov; and
- The New York Stock Exchange 20 Broad Street New York, New York 10005.
The SEC allows us to "incorporate by reference" the information we file
with it, which information incorporated by reference is considered to be part of
this prospectus, and later information that we file with the SEC will
automatically update and supersedeafter the date of this prospectus that information as well asare incorporated by reference herein, together with all of the other information included in this prospectus. Weprospectus, the applicable prospectus supplement and the documents we incorporate by referencereference.
If any of these risks were to occur, our business, financial condition, results of operations or cash flows could be adversely affected. You could lose all or part of your investment. When the selling securityholder offers and sells any common stock pursuant to a prospectus supplement, we may include additional risk factors relevant to that offering in the prospectus supplement.
Sales of our common stock by the selling securityholder may cause our stock price to decline.
As of August 1, 2022, we had approximately 63.90 million shares of common stock outstanding, approximately 1.91 million of which were issued to the selling securityholder pursuant to the Settlement Agreement. Sales of substantial amounts of our common stock in the public market by the selling securityholder or others, or the perception that those sales may occur, could cause the market price of our common stock to decline. In addition, the sale of these shares could impair our ability to raise capital through the sale of additional common stock.
2
FORWARD-LOOKING STATEMENTS
This prospectus and the documents listed
belowincorporated by reference contain certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 (the "Securities Act") and any future filings made with the SEC under Sections 13(a), 13(c), 14,
or 15(d)Section 21E of the Securities Exchange Act of 1934 filed prior(the "Exchange Act"). Actual results could differ materially from those projected in the forward-looking statements as a result of a number of important factors, including incorrect or changed assumptions. For a discussion of known material factors that could affect our results, please refer to the termination"Part I, Item 1. Business," "Part I, Item 1A. Risk Factors," "Part II, Item 7. Management's Discussion and Analysis of this offering:
-Financial Condition and Results of Operations" and "Part II, Item 7A. Quantitative and Qualitative Disclosures about Market Risk" in our quarterly report on Form 10-Q for the three months ended March 31,
2002 filed with the SEC on May 15, 2002;
- our annual reportAnnual Report on Form 10-K for the year ended December 31, 2001 filed
with the SEC on March 4, 2002;2021 and
- the description of our common stock contained in our Registration
Statement on Form 8-A filed with thesubsequent SEC on February 6, 2001 and any
amendment to such registration statement or any other report that we may
file in the future for the purpose of updating such description.
We will provide without charge a copy of these filings, other than any
exhibits (unless the exhibits are specifically incorporated by reference into
this prospectus). You may request your copy by writing us at the following
address or telephoning the following number:
Oil States International, Inc.
Three Allen Center
333 Clay Street, Suite 3460
Houston, Texas 77002
Attention: Cindy B. Taylor
(713) 652-0582
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
We include the following cautionary statement to take advantage of the
"safe harbor" provisions of the Private Securities Litigation Reform Act of 1995
for any forward-looking statement made by us, or on our behalf. The factors
identified in this cautionary statement are important factors (but not
necessarily all of the important factors) that could cause actual results to
differ materially from those expressed in any forward-looking statement made by
us, or on our behalf. Such statements are "forward-looking statements." filings.
You can typically identify forward-looking statements"forward-looking statements" by the use of forward-looking words such as "may," "will," "could," "project," "believe," "anticipate," "expect," "estimate," "potential," "plan," "forecast," "proposed," "should," "seek," and other similar words. AllSuch statements other than statements of historical facts contained in this
prospectus, including statements regardingmay relate to our future financial position, budgets, capital expenditures, projected costs, and plans and objectives of management for future operations are forward-looking statements. Where any such forward-looking
statement includes a statement of the assumptions or bases underlying such
forward-looking statement, we caution that, while we believe such assumptions or
bases to be reasonable and make them in good faith,possible future strategic transactions. Actual results frequently differ from assumed facts or bases
almost always vary from actual results. Theand such differences between assumed facts or
bases and actual results can be material, depending upon the circumstances.
Where, in any
While we believe we are providing forward-looking statement, we, or our management, express an
expectation or belief as to the future results, such expectation or belief isstatements expressed in good faith and believed to haveon a reasonable basis. However,basis, there can be no assurance that the statement of expectation or beliefactual results will result, or
be achieved or accomplished. Taking this into account, thenot differ from such forward-looking statements. The following are
identified as important factors that could cause actual results to differ materially from those expressed in any forward-looking statement made by, or on behalf of, our company:
- us:
•the ongoing impact of the Coronavirus Disease 2019 pandemic;
•the impact of ongoing military action between Russia and Ukraine, that began in February 2022, including, but not limited to, supply chain disruptions and increased costs, government sanctions and delays or potential cancellation of planned customer projects;
•the ability and willingness of the Organization of Petroleum Exporting Countries and other producing nations to set and maintain oil production levels and pricing;
•the level of supply of and demand for oil and natural gas;
•fluctuations in the current and future prices of oil and natural gas;
-
•the level of exploration, drilling and completion activity;
-
•the cyclical nature of the oil and natural gas industry;
•the level of offshore oil and natural gas developmental activities;
•the financial health of our customers;
•the impact of environmental matters, including executive actions and regulatory or legislative efforts to adopt environmental or climate change regulations that may result in increased operating costs or reduced oil and natural gas production or demand globally;
•proposed new rules by the SEC relating to the disclosure of a range of climate-related information and risks;
•political, economic and litigation efforts to restrict or eliminate certain oil and natural gas exploration, development and production activities due to concerns over the threat of climate change;
•the availability of and access to attractive oil and natural gas field prospects, which may be affected by governmental actions or actions of other parties restricting drilling and completion activities;
•general global economic conditions;
-
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•global weather conditions and natural disasters;
•changes in tax laws and regulations;
•supply chain disruptions;
•the impact of tariffs and duties on imported materials and exported finished goods;
•our ability to findtimely obtain and maintain critical permits for operating facilities;
•our ability to attract and retain skilled personnel;
-
•negative outcome of litigation, threatened litigation or government proceedings;
•our ability to develop new competitive technologies and products;
•inflation, including our ability to increase prices to our customers as our costs increase;
•fluctuations in currency exchange rates;
•physical, digital, cyber, internal and external security breaches and other incidents affecting information security and data privacy;
•our ability to access and the availabilitycost of capital;capital in the bank and -capital markets;
•our ability to protect and enforce our intellectual property rights;
•our ability to complete the integration of acquired businesses and achieve the expected accretion in earnings; and
•certain factors discussed elsewhere in this prospectus and other financial, operational and legal risks and uncertainties detailed from time to time in our filings with the SEC.
Should one or more of these risks or uncertainties materialize, or should the assumptions on which our forward-looking statements are based prove incorrect or change, actual results may differ materially from those expected, estimated or projected. In addition, the factors identified under the captions "Risks Related to Oil
States' Business Generally" and "Risks Related to Oil States' Operations"
in our annual report on Form 10-K for the year ended December 31, 2001,
which is incorporated by reference herein.
iii
OIL STATES INTERNATIONAL, INC.
We are a leading provider of specialty products and services to oil and gas
drilling and production companies throughout the world. We focus our business
and operations in a substantial numberabove may not necessarily be all of the world's most active and fastest
growing oil and gas producing regions, including the Gulf of Mexico, Canada,
West Africa, the Middle East, South America and Southeast Asia. Our customers
include manyimportant factors that could cause actual results to differ materially from those expressed in any forward-looking statement made by us, or on our behalf. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the major and independent oil and gas companies and other
oilfield service companies.date hereof. We operate in three principal business segments,
offshore products, tubular services and well site services, and have established
a leadership position in each.
Concurrently withundertake no responsibility to publicly release the completionresult of any revision of our initial public offeringforward-looking statements after the date they are made.
In addition, in February
2001, Oil States International, Inc. combined with HWC Energy Services, Inc.
("HWC"), Sooner Inc. ("Sooner") and PTI Group, Inc. ("PTI") in a transaction
thatcertain documents we incorporate by reference, we refer to as the "Combination." Priorinformation and reports published by third parties that purport to our initial public offering and
the Combination, SCF-III, L.P. owned a majority interest in Oil States, HWC and
PTI, and SCF-IV, L.P. owned a majority interest in Sooner. SCF-III, L.P. and
SCF-IV, L.P. are private equity funds that focus on investmentsdescribe trends or developments in the energy industry. We referdo so for the convenience of our stockholders and in an effort to SCF-III, L.P.provide information available in the market that will assist our investors in better understanding the market environment in which we operate. However, we specifically disclaim any responsibility for the accuracy and SCF-IV, L.P. collectively as "SCF."
Unless we have indicated otherwise, or the context otherwise requires,
referencescompleteness of such information and undertake no obligation to "Oil States," "we," "us" and "our" or similar terms are to Oil
States International, Inc. and its subsidiaries following the Combination.
The foregoing information about us is only a general summary and is not
intended to be comprehensive. For additional information about us and our
business segments you should refer to the information described under the
caption "Where You Can Find More Information."
Our principal executive offices are located at Three Allen Center, 333 Clay
Street, Suite 3460, Houston, Texas 77002. Our telephone number at that address
is (713) 652-0582.
update such information.
4
USE OF PROCEEDS
All of the shares of our common stock being offered pursuant to this prospectus are being offered by the selling securityholder. We will not receive any proceeds from the sale of the sharesthose shares.
5
DESCRIPTION OF COMMON STOCK
The following description of our common stock is based upon our amended and restated certificate of incorporation (“Charter”), our Fourth Amended and Restated Bylaws (“Bylaws”) and applicable provisions of Delaware law. We have summarized certain portions of the Charter and Bylaws below. The summary is not complete and is subject to, and is qualified in its entirety by express reference to, the selling stockholders.
DESCRIPTION OF CAPITAL STOCK
Ourprovisions of our Charter and Bylaws, which are filed as Exhibits 3.1 and 3.2, respectively, to the registration statement of which this prospectus forms a part.
Authorized Capital Stock
Under the Charter, our authorized capital stock consists of 200,000,000 shares of common stock, $0.01 par value, $.01 per share, and 25,000,000 shares of preferred stock, $0.01 par value $.01 per share, of which one share has been designated as "special
preferred voting stock." At May 14, 2002, we had 48,345,882 shares of common
stock, including up to 1,329,564value.
Common Stock
Common Stock Outstanding. The outstanding shares of our common stock issuable upon
exchangeare duly authorized, validly issued, fully paid and nonassessable. Our common stock is listed and principally traded on the New York Stock Exchange under the ticker symbol “OIS.”
Voting Rights. Each holder of shares of our common stock is entitled to one vote for each share held of record on the exchangeableapplicable record date on all matters submitted to a vote of stockholders.
Dividend Rights. Subject to any preferential dividend rights granted to the holders of any shares and one share of specialour preferred voting
stock issued and outstanding.
COMMON STOCK
Holdersthat may at the time be outstanding, holders of our common stock are entitled to one vote per share on all mattersreceive dividends as may be declared from time to time by our board of directors (the “Board”) out of funds legally available therefor. Dividends may be voted upon by the stockholders. Because holders of common stock do not
have cumulative voting rights, the holders of a majority of thepaid in cash, in property, or in shares of common stock. We have not declared or paid any cash dividends on our common stock can elect all of the members of the board of directors standing for
election, subjectsince our initial offering in 2001. Any future determinations as to the rights, powersdeclaration and preferencespayment of any outstanding
seriesdividends will be at the discretion of preferred stock. Subject to the rightsour Board and preferenceswill depends on then existing conditions.
Rights upon Liquidation. Holders of any
preferred stock that we may issue in the future, the holders ofour common stock are entitled to receive:
- dividends as may be declared by our board of directors; and
- all of our assets available for distribution to our common stockholders
in liquidation,share pro rata, based on the number of shares held.
There areheld, upon any liquidation or dissolution of the Company, in all remaining assets available for distribution to stockholders after payment or providing for our liabilities and the liquidation preference of any outstanding preferred stock.
Rights and Preferences. Holders of our common stock have no preemptive right to purchase, subscribe for or otherwise acquire any unissued or treasury shares or other securities. Our common stock is also not subject to any conversion, redemption or sinking fund provisions applicable toprovisions.
Transfer Agent and Registrar. Computershare, Inc. is the common
stock. All outstanding shares of common stock are fully paidtransfer agent and non-assessable.
As of May 15, 2002, there were 83 holders of record ofregistrar for our common stock.
1
PREFERRED STOCK
Subject to the provisions of
Preferred Stock
Under our certificate of incorporation and legal
limitations, our board of directors has the authority,Charter, without further vote orstockholder action, our Board is authorized, subject to any limitations prescribed by Delaware law, to provide for the stockholders:
- to issue up to 25,000,000issuance of the shares of preferred stock in one or more series; and
-series, to establish, from time to time, the number of shares to be included in each such series, to fix the rights, preferences, privileges and restrictions of our preferred stock, including provisions related to dividends, conversion, voting, redemption, liquidationliquidation.
Certain Provisions of our Charter and Bylaws
Annual Stockholder Meetings. Our Charter and Bylaws provide that annual stockholder meetings will be held at a date, place (if any) and time, as exclusively selected by the number of shares constituting the
series or the designation of that series, which may be superiorBoard.
6
Special Stockholder Meetings. Subject to those
of the common stock.
Other than the share of special preferred voting stock issued in connection with
the Combination as described below in "Special Preferred Voting Stock," as of
May 14, 2002, there are no shares of preferred stock outstanding, and we have no
present plans to issue any other preferred stock.
The issuance of shares of preferred stock by our board of directors as
described above may adversely affect the rights of the holders of our common
stock. For example, preferred stock may rank prior to the common stock as to
dividend rights, liquidation preference or both, may have full or limited voting
rights and may be convertible into shares of common stock. The issuance of
sharesany series of preferred stock, may discourage third-party bids for our common stock
or may otherwise adversely affect the market priceCharter and Bylaws provide that special meetings of the common stock. In
addition,stockholders may only be called by the preferred stock may enable our boardchairman of the Board or by the resolution of a majority of the Board.
Requirements for Advance Notification of Stockholder Nominations and Proposals. The Bylaws set forth advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, to make more
difficultother than nominations made by or to discourage attempts to obtain control of our company through a
hostile tender offer, proxy contest, merger or otherwise, or to make changes in
our management.
EXCHANGEABLE SHARES
In the Combination, the outstanding common shares of PTI held by Canadian
residents were exchanged for exchangeable shares issued by PTI HoldCo. The
exchangeable shares may generally be exchanged at any time at the optiondirection of the holders forBoard or a committee of Board.
Classified Board of Directors. Our Charter divides our common stock ondirectors into three classes serving staggered three-year terms. As a share-for-share basis subject to adjustment in
the case of alterations to our common stock, plus the amount of any declared but
unpaid dividends on our common stock. As of May 14, 2002, there are 1,329,564
exchangeable shares outstanding, which are exchangeable for a total of 1,329,564
shares of our common stock. The following is a summaryresult, stockholders will elect approximately one-third of the principal termsBoard each year.
Amendment of Charter and rights of the exchangeable shares which affect us and the holders of our
common stock.
Holders of exchangeable shares are entitled to:
- receive dividends equal to the dividends paid by us on shares of our
common stock;
- provide directions to the holder of our special preferred voting stock as
to the manner in which the special preferred voting stock should be voted
on any matter on which holders of our common stock are entitled to vote.
See "-- Special Preferred Voting Stock" below.
Subject to applicable law, exchangeable shares will be exchanged for shares of
our common stock on a share-for-share basis, plus an amount equal to all
declared and unpaid dividends on such exchangeable shares, whenever:
- the holders of exchangeable shares request us or PTI HoldCo to exchange
or redeem their exchangeable shares;
- PTI HoldCo is liquidated, dissolved or wound-up;
- PTI HoldCo becomes insolvent or bankrupt, has a receiver appointed or a
similar event occurs;
- we become involved in voluntary or involuntary liquidation, dissolution
or winding-up proceedings;
- PTI HoldCo elects to redeem all of the exchangeable shares, provided the
request is made after the fifth anniversary of the closing of the
offering;
- PTI HoldCo elects to redeem all of the exchangeable shares, provided the
request is made after either the third anniversary of the closing of the
offering and the number of outstanding exchangeable shares
2
is less than 10% of the number outstanding upon the closing of the
Combination or the fourth anniversary of the closing of the offering and
the number of outstanding exchangeable shares is less than 20% of the
number outstanding upon the closing of the Combination;
- a change of control transaction occurs and the board of directors of PTI
HoldCo determines in good faith and in its sole discretion that it is not
reasonable to substantially replicate the terms and conditions of the
exchangeable shares in connection with the change of control transaction
and that redemption of all of the outstanding exchangeable shares is
commercially or legally necessary to enable the completion of the change
of control transaction;
- the holders of exchangeable shares fail to pass a resolution regarding
any matter on which they are entitled to vote as shareholders of PTI
HoldCo and which has been proposed by the board of directors of PTI
HoldCo, other than any resolution to amend the exchangeable share
provisions, the support agreement or the voting and exchange trust
agreement; or
- the holders of the exchangeable shares fail to take any action required
to approve or disapprove any change to their rights if the approval or
disapproval of such change would be required to maintain the economic or
legal equivalence of the exchangeable shares and our common stock.
Whenever a holder of exchangeable shares has the right to require PTI HoldCo to
redeem the holder's exchangeable shares or whenever PTI HoldCo has the right or
is required to redeem the outstanding exchangeable shares, the exchangeable
shares to be redeemed will be subject to the overriding right of our company or
3045843 Nova Scotia Company, one of our wholly owned Canadian subsidiaries, to
purchase such exchangeable shares. Bylaws. consideration to be paid by us or 3045843
Nova Scotia Company, as the caseBylaws may be will be identical toamended by (a) the consideration
to be paid by PTI HoldCo upon any such redemption. We expect to exercise the
overriding right to purchase the exchangeable shares whenever it arises.
Unless we take action to ensure that the holders of exchangeable shares
receive an equivalent economic benefit, and subject to applicable law, we may
not:
- issue or distribute assets, debt instruments or shares of, or securities
convertible into, our common stock to the holders of the then outstanding
shares of our common stock;
- effect a forward or reverse stock split or similar transaction;
- effect a merger, reorganization, consolidation or other transaction
involving or affecting our common stock; or
- reclassify or otherwise change our common stock.
In the event of any proposed tender offer, share exchange offer, issuer
bid, take-over bid or similar transaction affecting our common stock, we must
use reasonable efforts to take all actions necessary or desirable to enable
holders of exchangeable shares to participate in the transaction to the same
extent and on an economically equivalent basis as the holders of our common
stock. We have also agreed to take various actions to protect the rightsaffirmative vote of the holders of the exchangeable shares to receive the same dividends as are paid on
our common stock and to exchange shares of our common stock for exchangeable
shares.
SPECIAL PREFERRED VOTING STOCK
In connection with the acquisition of PTI, our board of directors
authorized a class of preferred stock, referred to as "special preferred voting
stock," consisting of one share. The special preferred voting stock was issued
to Computershare Trust Company of Canada, which holds the share as trustee for
the benefitmajority of the holdersvoting power of the exchangeable shares described above.stock issued and outstanding and entitled to vote or (b) by the affirmative vote of a majority of the Board. Except as otherwise required by law or our certificate of incorporation:
- the special preferred voting stock is entitled to the number of votes
attached to the number of shares of our common stock issuable upon the
exchange of all the outstanding exchangeable shares;
3
- each holder of exchangeable shares is able to direct the trustee to vote
that number of votes that are attached to the number of shares of OSI
common stock issuable upon the exchange of the exchangeable shares held
by that holder;
- the special preferred voting stock may be votedprovided in the electionCharter, the Bylaws or by applicable Delaware law, the Company may amend any provision contained in the Charter in the manner prescribed by law.
Limitations of directorsLiability Directors and on all other matters submitted to a vote of our common
stockholders; and
- the holder of the special preferred voting stock is not entitled to
receive dividends.
In the event of any liquidation, dissolution or winding up of our company,
the holder of the special preferred voting stockOfficers. Our directors will not be entitledpersonally liable to any of
our assets available for distribution to stockholders. We may redeem the special
preferred voting stock for a nominal amount when:
- the special preferred voting stock has no votes attached to it because
there are no exchangeable shares outstanding that are not owned by uscompany or our subsidiaries;stockholders for monetary damages for breach of fiduciary duty as a director, except, if required by Delaware law, for liability (1) for any breach of the duty of loyalty to our company or our stockholders; (2) for acts or omissions not in good faith or involving intentional misconduct or a knowing violation of law; (3) for unlawful payment of a dividend or unlawful stock purchases or redemptions; or (iv) for any transaction from which the director derived an improper personal benefit.
Certain Anti-Takeover Effects of Delaware Law
Our Charter and - there are no shares of stock, debt, options or other agreements that
could give rise to the issuance of any additional exchangeable shares to
any person other than us or any of our subsidiaries.
ANTI-TAKEOVER PROVISIONS OF OUR CERTIFICATE OF INCORPORATION AND BYLAWS
Our certificate of incorporation and bylawsBylaws contain several provisions that could delay or make more difficult the acquisition of us through a hostile tender offer, open market purchases, proxy contest, merger or other takeover attempt that a stockholder might consider in his or her best interest, including those attempts that might result in a premium over the market price of our common stock. WRITTEN CONSENT OF STOCKHOLDERS
Our certificate of incorporation provides that, on and after the date when
SCF ceasesSuch anti-takeover provisions include, but are not limited to, own a majorityprovisions related to:
•Classification of the Board with staggered three year terms;
•Removal of directors only with cause;
•Prohibition of stockholder for action by written consent;
•Robust requirements for advance notification of stockholder nominations and proposals; and
•Prohibition of stockholders calling a special meeting.
7
SELLING SECURITYHOLDER
We are registering 1,909,722 shares of our outstanding securities
entitled to votecommon stock covered by this prospectus on behalf of the selling securityholder named in the election of directors, any action by our stockholders
must be taken at an annual or special meeting of stockholders, and stockholders
cannot act by written consent. Until that date, any action required or permitted
to be taken by our stockholders may be taken at a duly called meeting of
stockholders or bytable below. The selling securityholder acquired such shares from us as consideration in the written consent of stockholders owning the minimum number
of shares required to approve the action.
SPECIAL MEETINGS OF STOCKHOLDERS
Subject to the rightsSettlement. As part of the holders of any series of preferred stock, our
bylaws provide that special meetings of the stockholders may only be called by
the chairman of the board of directors or by the resolution ofSettlement, we entered into a majority of our
board of directors.
ADVANCE NOTICE PROCEDURE FOR DIRECTOR NOMINATIONS AND STOCKHOLDER PROPOSALS
Our bylaws provide that adequate notice must be given to nominate
candidates for election as directors or to make proposals for consideration at
annual meetings of stockholders. Notice of a stockholder's intent to nominate a
director must be delivered to or mailed and received at our principal executive
offices as follows:
- for an election to be held at the annual meeting of stockholders, not
later than 120 calendar days prior to the anniversary date of the
immediately preceding annual meeting of stockholders unless the date of
the annual meeting is more than 30 or less than 60 calendar days after
such anniversary date, in which case such notice must be received not
later than the later of (1) 120 calendar days prior to the annual meeting
or (2) 10 calendar days following the public announcement of the annual
meeting; and
- for an election to be held at a special meeting of stockholders, not
later than the later of (1) 120 calendar days prior to the special
meeting or (2) 10 calendar days following the public announcement of the
special meeting.
4
Notice of a stockholder's intent to raise business at an annual meeting
must be received at our principal executive offices not later than 120 calendar
days prior to the anniversary date of the preceding annual meeting of
stockholders.
These procedures may operate to limit the ability of stockholders to bring
business before a stockholders meeting, including the nomination of directors
and the consideration of any transaction that could result in a change in
control and that may result in a premium to our stockholders.
CLASSIFIED BOARD OF DIRECTORS
Our certificate of incorporation divides our directors into three classes
serving staggered three-year terms. As a result, stockholders will elect
approximately one-third of the board of directors each year. This provision,
when coupledregistration rights agreement with the provisionselling securityholder, dated as of our restated certificateJune 28, 2022 (the “Registration Rights Agreement”), pursuant to which we granted customary registration rights and agreed to file the registration statement of incorporation
authorizing onlywhich this prospectus is a part.
The table below identifies the board of directors to fill vacant or newly created
directorships or increaseselling securityholder and other information regarding the size of the board of directors and the provision
providing that directors may only be removed for cause, may deter a stockholder
from gaining control of our board of directors by removing incumbent directors
or increasing the number of directorships and simultaneously filling the
vacancies or newly created directorships with its own nominees.
RENOUNCEMENT OF BUSINESS OPPORTUNITIES
Our certificate of incorporation provides that, as long as SCF and its
affiliates other than our company continue to own at least 20%beneficial ownership of our common stock we renounce any interest or expectancy in any business opportunity or
other matter in which any memberby the selling securityholder. The percentages of the SCF group participates or desires or
seeks to participate and that involves any aspect of the energy equipment or
services business or industry except as described below. No member of the SCF
group, including any officer, director, employee or other agent of SCF or any
affiliate of SCF who serves as a director of our company (an "SCF director
nominee"), has any obligation to communicate or offer any renounced opportunity
to us and may pursue the opportunity as that entity or individual sees fit,
unless:
- it was presented to an SCF director nominee solely in that person's
capacity as a director of our company and no other member of the SCF
group independently received notice of or otherwise identified such
opportunity; or
- the opportunity was identified solely through the disclosure of
information by orshares owned are based on behalf of our company.
The "SCF group" includes SCF, any affiliate of SCF (other than our company), any
SCF director nominee and portfolio companies in which SCF has an investment
(other than our company).
Thus, for example, SCF and its affiliates, including SCF director nominees,
may pursue opportunities in the oilfield services industry for their own account
or present such opportunities to SCF's other portfolio companies. Our
certificate of incorporation provides that SCF and its affiliates have no
obligation to offer such opportunities to us, even if the failure to provide
such opportunity would have a competitive impact on us.
These provisions of our certificate of incorporation may be amended only by
an affirmative vote of holders of at least 80% of our outstanding common stock.
AMENDMENT OF THE BYLAWS
Our board of directors may amend or repeal the bylaws and adopt new bylaws.
The holders of common stock may amend or repeal the bylaws and adopt new bylaws
by a majority vote.
5
LIMITATION OF LIABILITY OF OFFICERS AND DIRECTORS
Our directors will not be personally liable to our company or our
stockholders for monetary damages for breach of fiduciary duty as a director,
except, if required by Delaware law, for liability:
- for any breach of the duty of loyalty to our company or our stockholders;
- for acts or omissions not in good faith or involving intentional
misconduct or a knowing violation of law;
- for unlawful payment of a dividend or unlawful stock purchases or
redemptions; and
- for any transaction from which the director derived an improper personal
benefit.
As a result, neither we nor our stockholders have the right, through
stockholders' derivative suits on our behalf, to recover monetary damages
against a director for breach of fiduciary duty as a director, including
breaches resulting from grossly negligent behavior, except in the situations
described above.
DELAWARE TAKEOVER STATUTE
Under the terms of our certificate of incorporation and as permitted under
Delaware law, we have elected not to be subject to Delaware's anti-takeover law
in order to give our significant stockholders, including SCF, greater
flexibility in transferring their63,898,930 shares of our common stock. This law provides
that specified persons who, together with affiliates and associates, own,stock outstanding as of August 1, 2022.
Because the selling securityholder may resell all or within three years did own, 15% or morepart of the outstanding voting stock of a
corporation could not engage in specified business combinations with the
corporation for a period of three years after the date on which the person
became an interested stockholder. The law defines the term "business
combination" to encompass a wide variety of transactions with or caused by an
interested stockholder, including mergers, asset sales and other transactions in
which the interested stockholder receives or could receive a benefit on other
than a pro rata basis with other stockholders. With the approval of our
stockholders, we may amend our certificate of incorporation in the future to
become governed by the anti-takeover law. This provision would then have an
anti-takeover effect for transactions not approved in advance by our board of
directors, including discouraging takeover attempts that might result in a
premium over the market price for theits shares, of our common stock. By opting out
of the Delaware anti-takeover law, a transferee of SCF could pursue a takeover
transaction that was not approved by our board of directors.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for our common stock is Mellon Investor
Services LLC, and its telephone number is (800) 635-9270.
6
SELLING STOCKHOLDERS
The following table sets forth information with respectno estimates can be given as to the number of shares of our common stock beneficially ownedthat will be held by the selling stockholders listed
below before and after thissecurityholder upon termination of any offering assuming the salemade hereby. For purposes of all shares offered
under this prospectus. The information in the table below, however, we have assumed that after termination of this offering none of the shares covered by this prospectus will be held by the selling securityholder.
| Ownership of Common Stock Before Offering | Number of Shares Being Offered | Ownership of Common Stock After Offering | |||||||||||||||
| Selling Securityholder | Number | Percentage | Number | Percentage | |||||||||||||
| HCperf Holdings B.V. (1) | 1,909,722 | 3.0% | 1,909,722 | — | — | ||||||||||||
____________________
(1) Lime Rock Partners IV AF, L.P. (“Lime Rock IV AF”), through its wholly owned subsidiary LRP IV Luxembourg Holdings S.à r.l., and Lime Rock Partners V, L.P. (“Lime Rock V”), through its wholly owned subsidiary LRP V Luxembourg Holdings S.à r.l., hold an approximate combined 66% ownership interest in HCperf Holdings B.V. John T. Reynolds and Jonathan C. Farber, through their ultimate control of the general partners of Lime Rock IV AF and Lime Rock V, control HCperf Holdings B.V. Through this control, Mr. Reynolds and Mr. Farber may be deemed to be the beneficial owners of the securities offered hereby. The mailing address for Lime Rock IV AF, Lime Rock V, Mr. Reynolds and Mr. Farber is current274 Riverside Avenue, Floor 3, Westport, CT 06880.
The table above sets forth information relating to the selling securityholder as of the
date of this prospectus. The percentage ownership isAugust 1, 2022 based on information supplied to us by such selling securityholder on or prior to that date. We have not sought to verify such information. Information about the selling securityholder may change over time. Any changed information will be set forth to the extent provided to us by the selling securityholder in prospectus supplements, if and when necessary.
8
PLAN OF DISTRIBUTION
All shares of common stock outstanding as of May 14, 2002.
- ---------------
(1) L.E. Simmons, the chairman of our board of directors, is the sole owner of
L.E. Simmons & Associates, Incorporated, the ultimate general partner of
SCF-III, L.P. and SCF-IV, L.P. Prior tobeing offered under this offering, SCF-III, L.P. and
SCF-IV, L.P. together own approximately 63.0% of our outstanding common
stock. Prior to the Combination, SCF-III, L.P. and SCF-IV, L.P. together
owned a majorityprospectus are being offered on behalf of the outstanding common stock of each of Oil States, HWC,
Sooner and PTI and engaged in certain transactions with Oil States, HWC,
Sooner and PTI, including the acquisition of their debt and equity
securities.
(2) Prior to the Combination, 812375 Alberta Ltd. held approximately 18.9% of
the commonselling securityholder. The shares of PTI and had the right to appoint one member of PTI's
board of directors.
PLAN OF DISTRIBUTION
Sharesoffered by this prospectus may be sold or distributed from time to time by or for the account of the selling stockholders. The selling stockholderssecurityholder pursuant to this prospectus or pursuant to Rule 144 under the Securities Act. Sales of shares pursuant to this prospectus may sell their sharesbe made on the NYSE, in the over-the-counter market or otherwise at market prices and on terms then prevailing at the time of sale,or at prices related to such prevailingthe then current market prices, at negotiated prices, or at fixed prices, which may be changed. The
selling stockholders may accept or reject, in wholeprice or in part, any proposed
purchase of shares, whethernegotiated transactions (in each case as determined by the purchase is toselling securityholder). Sales may be made directly or through agents.
agents designated from time to time, or through dealers or underwriters to be designated or in negotiated transactions.
The selling stockholdersshares may offer their shares at various times inbe sold by any one or more of the following transactions:
-methods:
•through a block trade (which may involve crosses) in underwritten transactions;
-which the selling securityholder’s broker or dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction,
•through purchases by a broker or dealer as principal and resale by the broker or dealer for their account pursuant to this prospectus,
•through exchange distributions and/or secondary distributions in accordance with the rules of the NYSE,
•an over-the-counter distribution in accordance with the rules of the NYSE,
•through ordinary brokers'brokerage transactions and transactions in which the broker solicits purchasers;
- inpurchasers,
•through privately negotiated transactions, involving cross
•through the distribution of the securities by any selling securityholder to its employees, partners, members or block tradesstockholders,
•through the writing of options, swaps or other derivatives (including put or call options), whether the options, swaps or derivatives are listed on an options exchange or otherwise, on
•through short sales,
•by pledge to secure debts and other obligations,
•delayed delivery arrangements,
•to or through underwriters or agents,
•“at the New
York Stock Exchange;
- in transactions "at the market" tomarket” or through market makers in our common
stock or into an existing market for the common stock;
- in other ways not involving market makersshares, or established trading markets,
including direct sales of the shares to purchasers or sales of the shares
effected
•through agents;
- through transactions in options, swaps or other derivatives which may or
may not be listed on an exchange;
- in privately negotiated transactions;
- in transactions to cover short sales; or
- in a combination of any of the foregoing transactions.above methods of sale or any other method permitted by applicable law.
Any selling agents, underwriters or broker-dealers may receive compensation in the form of underwriting discounts, concessions or commissions from the selling securityholder, from purchasers of shares for whom they act as agents or from both sources. The selling stockholders also may sell theirsecurityholder does not expect these discounts, concessions or commissions to exceed what is customary in the types of transactions involved. The selling securityholder will be responsible for any commissions, underwriting discounts or similar charges on the sale of shares in accordance with Rule 144
under the Securities Act of 1933 or in other transactions exempt from the
registration requirements of the Securities Act of 1933.
From time to time, thethis prospectus.
The selling stockholderssecurityholder may pledge or grant a security interest in some or all of the shares owned by them. Ifof common stock they own and, if it defaults in the selling stockholders
default in performance of theirits secured obligations, the 7
pledgedpledgees or secured parties may offer and sell the shares of common stock from time to time by
thispursuant to a prospectus or any amendment to such prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act, amending, if necessary, the list
9
of selling securityholders to include the pledgee, transferee or other successors in interest as selling securityholders under such prospectus. The selling stockholderssecurityholder also may transfer and donate the shares of common stock in other circumstances. The number of shares beneficially owned by the selling
stockholders will decrease as and when they transfer or donate their shares or
defaultcircumstances in performing obligations secured by their shares. The plan of
distribution for the shares offered and sold under this prospectus will
otherwise remain unchanged, except thatwhich case the transferees, donees, pledgees other
secured parties or other successors in interest will be the selling stockholdersbeneficial owners for purposes of thissuch prospectus.
The selling stockholders may sell short the common stock. The selling
stockholders may deliver this prospectus in connection with such short salessecurityholder and use the shares offered by this prospectus to cover such short sales. The selling
stockholders may enter into hedging transactions with broker-dealers. Theany broker-dealers, may engage in short sales of the common stockagents and underwriters that participate in the course of
hedging the positions they assume with the selling stockholders, including
positions assumed in connection with distributions of the shares by such broker-
dealers. The selling stockholders also may enter into option or other
transactions with broker-dealers that involve the delivery of shares to the
broker-dealers, who may then resell or otherwise transfer such shares. In
addition, the selling stockholders may loan or pledge shares to a broker-dealer,
which may sell the loaned shares or, upon a default by the selling stockholders
of the secured obligation, may sell or otherwise transfer the pledged shares.
The selling stockholders may use brokers, dealers, underwriters or agents
to sell their shares. The persons acting as agents may receive compensation in
the form of commissions, discounts or concessions. This compensation may be paid
by the selling stockholders or the purchasers of the shares of whom such persons
may act as agent, or to whom they may sell as principal, or both. The
compensation as to a particular person may be less than or in excess of
customary commissions. The selling stockholders and any agents or broker-
dealers that participate with the selling stockholders in the offer and saledistribution of the shares may be deemed to be "underwriters"“underwriters” within the meaning of the Securities Act of 1933.in connection with the sales. Any commissions, they receive and any profit they realize on the resale of shares, received by the shares by themselling securityholder and any such broker-dealers, agents or underwriters may be deemed to be underwriting discounts and commissionscommissions. Any underwriters, brokers, dealers and agents who participate in any sale of the securities may also engage in transactions with, or perform services for, us or our affiliates in the ordinary course of their businesses. We may indemnify underwriters, brokers, dealers and agents against specific liabilities, including liabilities under the Securities Act of 1933. Neither we nor theAct.
The selling stockholders can presently estimate the amount of such compensation.
If the selling stockholders sell shares in an underwritten offering, the
underwriters may acquire the shares for their own account and resell the shares
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. In such event, we will set forth in a supplement to this
prospectus the names of the underwriters and the terms of the transactions,
including any underwriting discounts, concessions or commissions and other items
constituting compensation of the underwriters and broker-dealers. The
underwriters from time to time may change any public offering price and any
discounts, concessions or commissions allowed or reallowed or paid to broker-
dealers. Unless otherwise set forth in a supplement, the obligations of the
underwriters to purchase the sharessecurityholder will be subject to certain conditions,applicable provisions of the Exchange Act and the underwriters will be obligated to purchase allassociated rules and regulations thereunder, including Regulation M, which provisions may affect the marketability of the shares specified in
the supplement if they purchase any of the shares.
We have informed the selling stockholders that during such time as they may
be engaged in a distribution of the shares they are required to comply with
Regulation M under the Securities Exchange Act of 1934. With exceptions,
Regulation M prohibits the selling stockholders, any affiliated purchasers and
other persons who participate in such a distribution from bidding for or
purchasing, or attempting to induce any person to bid for or purchase, any
security which is the subject of the distribution until the entire distribution
is complete.
We have informed the selling stockholders that they are legally required to
deliver copies of this prospectus in connection with any sale of securities
registered hereunder in accordance with applicable prospectus delivery
requirements.
We will bear the expenses relating to this offering, other than any
underwriting fees, discounts and commissions, any capital gains, income or
transfer taxes, any out-of-pocket expenses of the selling stockholders (with
certain exceptions) or the fees and disbursements of counsel for any
underwriters.
8
We have agreed to indemnify the selling stockholders and their respective
controlling persons against certain liabilities, including certain liabilities
under the Securities Act of 1933. We will not receive any of the proceeds from
the sale by the selling stockholders of the shares offered by this prospectus.
In order to comply with certain state securities laws, if applicable, the
shares offered by this document will not be sold in a particular state unless
such shares have been registered or qualified for sale in such state or an
exemption from registration or qualification is available and complied with,
and, if so required, will only be sold in that state through registered or
licensed brokers or dealers.
The shares of common stock originally issued by us to the selling
stockholders bear legends as to their restricted transferability. Upon the
effectiveness of the registration statement of which this prospectus is a part,
and the transfer by the selling stockholders of any of the shares pursuant
thereto, new certificates representing those shares will be issued to the
transferee, free of any such legends unless otherwise required by law.
EXPERTS
The consolidated balance sheet of Oil States International, Inc. as of
December 31, 2001 and the combined balance sheet as of December 31, 2000, and
the related consolidated and combined statement of operations, stockholders'
equity and cash flows for the year ended December 31, 2001 and the combined
statements of operations, stockholders' equity and cash flows for each of the
two years in the period ended December 31, 2000, incorporated by reference in
this Registration Statement have been audited by Ernst & Young LLP, independent
auditors, the consolidated balance sheets of PTI Group Inc., as of December 31,
2000, and the related consolidated statement of operations, stockholders' equity
and cash flows for each of the two years in the period ended December 31, 2000,
included in the combined financial statements of Oil States International, Inc.
as of such date and of such period have been audited by PriceWaterhouseCoopers
LLP, independent auditors, and the consolidated balance sheet of Oil States
International, Inc., as of December 31, 1999, and the related consolidated
statement of operations, stockholders' equity and cash flows for the year ended
December 31, 1999, included in the combined financial statements of Oil States
International, Inc. as of such date and for such period have been audited by
Arthur Andersen LLP, independent auditors, each as set forth in their respective
reports thereon incorporated by reference herein, and are included in reliance
upon such reports given on the authority of such firms as experts in accounting
and auditing. Arthur Andersen LLP has not consented to the inclusion of their
report in this prospectus, and we have dispensed with the requirement to file
their consent in reliance upon Rule 437a of the Securities Act of 1933. Because
Arthur Andersen LLP has not consented to the inclusion of their report in this
prospectus, you will not be able to recover against Arthur Andersen LLP under
Section 11 of the Securities Act for any untrue statements of a material fact
contained in the financial statements audited by Arthur Andersen LLP or any
omissions to state a material fact required to be stated therein.
10
LEGAL MATTERS
The validitylegality of the shares of common stock offered pursuant tounder this prospectus has beenProspectus will be passed upon for us by Vinson & Elkins L.L.P., Houston, Texas.
9
EXPERTS
The consolidated financial statements of Oil States International, Inc. appearing in Oil States International, Inc.’s Annual Report (Form 10-K) for the year ended December 31, 2021, and the effectiveness of Oil States International, Inc.’s internal control over financial reporting as of December 31, 2021, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon included therein, and incorporated herein by reference. Such financial statements are, and audited financial statements to be included in subsequently filed documents will be, incorporated herein in reliance upon the reports of Ernst & Young LLP pertaining to such financial statements and the effectiveness of our internal control over financial reporting as of the respective dates (to the extent covered by consents filed with the Securities and Exchange Commission) given on the authority of such firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other information with the SEC under the Exchange Act. Our SEC filings are available at the SEC’s website at www.sec.gov. Our internet address is www.oilstatesintl.com. Our SEC filings are also available, free of charge, through our website, as soon as reasonably practicable after those reports or filings are electronically filed with or furnished to the SEC. Information on our website or any other website is not incorporated by reference in this prospectus or the registration statement.
This prospectus is part of a registration statement we have filed with the SEC relating to the securities we may offer. As permitted by SEC rules, this prospectus does not contain all of the information we have included in the registration statement and the accompanying exhibits and schedules we file with the SEC. You may refer to the registration statement, the exhibits and the schedules for more information about us and our securities. The registration statement, exhibits and schedules are available to the public through the SEC’s website at www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We “incorporate by reference” information into this prospectus, which means that we disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, except for any information superseded by information expressly contained in this prospectus, and the information that we file later with the SEC will automatically supersede this information. You should not assume that the information in this prospectus is current as of any date other than the date on the front page of this prospectus. You should not assume that the information contained in the documents incorporated by reference in this prospectus or any supplement thereto is accurate as of any date other than the respective dates of those documents.
We incorporate by reference the documents listed below, any documents we may file pursuant to the Exchange Act after the date of the filing of the registration statement of which this prospectus forms a part and any future filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, excluding any information furnished and not filed with the SEC, from the date of this prospectus until the termination of each offering under this prospectus:
•our Annual Report on Form 10-K for the year ended December 31, 2021;
•the information specifically incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2021 from our Definitive Proxy Statement on Schedule 14A for our 2022 Annual Meeting of Stockholders, filed with the SEC on March 24, 2022;
•our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2022 and June 30, 2022;
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•our Current Reports on Form 8-K filed on May 10, 2022, May 13, 2022, June 29, 2022 and July 5, 2022; and
•the description of our common stock contained in our registration statement on Form 8-A filed with the SEC on February 6, 2001, including any subsequently filed amendments and reports filed for the purpose of updating such description.
Any statement contained herein, or in a document incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any subsequently filed document that also is or is deemed to be incorporated by reference herein, 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 prospectus.
You may request a copy of any document incorporated by reference in this prospectus, including the exhibits thereto, at no cost, by writing or telephoning us at the following address or telephone number:
Oil States International, Inc.
Three Allen Center,
333 Clay Street, Suite 4620,
Houston, Texas 77002
(713) 652-0582
Three Allen Center,
333 Clay Street, Suite 4620,
Houston, Texas 77002
(713) 652-0582
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses of issuance and distribution to
be bornepayable by Oil States International, Inc., a Delaware corporation (the "Company"“Company”). All amounts are
estimates except the SEC registration fee.
The foregoing does not include New York Stock Exchange listing fees that were
paid, in connection with the Company's initial public offering described in February 2001.
ITEMthis Registration Statement.
| Registration fee | $ | 878 | |||
| Printing expenses | * | ||||
| Accounting fees and expenses | * | ||||
| Legal fees and expenses | * | ||||
| Miscellaneous | * | ||||
| Total | * | ||||
____________________
* These fees are calculated based on the number of issuances and amount of securities offered and accordingly cannot be estimated at this time.
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Indemnification of Directors and Officers.
Delaware General Corporation Law
Section 145145(a) of the Delaware General Corporation Law ("DGCL"(“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(other than an action by or in the right of the corporationcorporation) by reason of the fact that hethe person 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,(including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by himthe person in connection with suchthe action, suit or proceeding if he acted in good faith and in a manner hethe person 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 histhe person’s conduct was unlawful.
Section 145 further145(b) of the DGCL provides that a corporation similarly may indemnify any such person serving in
any such capacity 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 hethe person 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,(including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of suchthe action or suit if hethe person acted in good faith and in a manner hethe person 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 suchthe person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or such otherthe court in which suchthe 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, suchthe person is fairly and reasonably entitled to indemnity for suchthe expenses which the Delaware Court of Chancery or such other court shall deem proper.
Section 145(c) of the DGCL provides that to the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 145(a) and (b), or in defense of any claim, issue or matter therein, the person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection therewith.
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Section 145(d) of the DGCL provides that any indemnification under Section 145(a) and (b) (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in Section 145(a) and (b). The Company'sdetermination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.
Section 145(e) of the DGCL provides that expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that the person is not entitled to be indemnified by the corporation as authorized in Section 145. The expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon those terms and conditions, if any, as the corporation deems appropriate.
Section 145(f) of the DGCL provides that the indemnification and advancement of expenses provided by, or granted pursuant to, Section 145 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise.
Section 145(g) of the DGCL provides that a corporation shall have the power to purchase and maintain insurance on behalf of any person who 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 any liability asserted against the person and incurred by the person in any such capacity, or arising out of the person’s status as such, whether or not the corporation would have the power to indemnify the person against such liability under Section 145.
Section 145(k) of the DGCL provides that the indemnification and advancement of expenses provided by, or granted pursuant to, Section 145 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
Certificate of Incorporation and Bylaws
Article 11 of our certificate of incorporation provides that indemnificationno director shall be personally liable to the fullest extent permitted by the DGCL for all currentus or former
directors or officers of the Company.
As permitted by the DGCL, the certificate of incorporation provides that
directors of the Company shall have no personal liability to the Company or itsour stockholders for monetary damages for breach of fiduciary duty as a director, except (1)as required by the DGCL, and Section 6.1 of our bylaws provides a non-exclusive indemnification for any breachcertain acts by persons acting as an officer, director, employee or agent of the director's dutyCompany.
The Company determines whether the indemnification of loyalty to the Companypresent or its stockholders, (2) for actsformer director, officer, employee or omissions notagent is proper in good faith or which involve
intentional misconduct or knowing violation of law, (3) underthe circumstances in accordance with Section 174145 of the DGCL or (4)as described above.
Certain Other Arrangements
We carry directors and officers liability coverages designed to insure our officers and directors and those of our subsidiaries against certain liabilities incurred by them in the performance of their duties, and also providing for any transaction from which a director derived an improper
personal benefit.
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reimbursement in certain cases to us and our subsidiaries for sums paid to directors and officers as indemnification for similar liability.
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 form of
these indemnity agreements is filed as Exhibit 10.14 to Amendment No. 4 to the
Company's Registration Statement on Form S-1 (File No. 333-43400) filed with the
SEC on January 19, 2001.
The U.S. and international purchase agreements that we entered into in
connection with our initial public offering contain certain provisions for the
indemnification against certain civil liabilities under the Securities Act of
our directors, certain of our officers, the selling stockholders and any person
who controls us within the meaning of Section 15 of the Securities Act or
Section 20 of the Securities and Exchange Act of 1934. Forms of these purchase
agreements are filed as Exhibits 1.1 and 1.2 to Amendment No. 5 to the Company's
Registration Statement on Form S-1 (File No. 333-43400) filed with the SEC on
February 6, 2001. We expect that any purchase agreements that we may enter into
in connection with the offering of the shares included in this registration
statement will contain similar provisions.
ITEM
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Item 16. EXHIBITS
The following documents are filed as exhibits to this registration
statement:
Exhibits.
| Exhibit Number | Description | |||||||
| 5.1+ | Opinion of Vinson & Elkins L.L.P. | |||||||
| 23.3+ | Consent of Vinson & Elkins L.L.P. (included in Exhibit | |||||||
| 24.1+ | Powers of | |||||||
____________________
* To be filedIncorporated by amendment.
ITEMreference as indicated.
** Filed herewith.
+ Previously filed.
Item 17. UNDERTAKINGSUndertakings.
(a) The undersigned registrantRegistrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, of the securities registered hereby, a post-effective amendment to this registration statement:
Registration Statement:
(i) To include any prospectus required by Sectionsection 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statementRegistration 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 the registration statement.Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) of the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20 percent20% change in the maximum aggregate offering price set forth in the "Calculation“Calculation of Registration Fee"Fee” table in the effective registration statement;
Registration Statement; and
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(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statementRegistration Statement or any material change to such information in the registration
statement;
Registration Statement;
provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in 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 the Registration Statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the 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; and
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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 purpose of determining liability under the Securities Act to any purchaser:
(i) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the Registration Statement as of the date the filed prospectus was deemed part of and included in the Registration Statement; and
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the Registration Statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the Registration Statement relating to the securities in the Registration Statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the Registration Statement or made in a document incorporated or deemed incorporated by reference into the Registration Statement or prospectus that is part of the Registration Statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the Registration Statement or prospectus that was part of the Registration Statement or made in any such document immediately prior to such effective date.
(5) That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities: The undersigned registrantRegistrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to the Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and
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(iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
(b) The undersigned Registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of Oil States
International Inc.'sthe 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 the registration statementRegistration 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrantRegistrant pursuant to the indemnificationforegoing provisions, described in Item 15
above, or otherwise, the registrantRegistrant has been advised that in the opinion of the Securities and Exchange 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 registrantRegistrant of expenses incurred or paid by a director, officer or controlling person of the registrantRegistrant 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 registrantRegistrant 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, as amended, the registrant
Oil States International, Inc., 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 statementRegistration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 17th day of May, 2002.
OIL STATES INTERNATIONAL, INC.
By: /s/ CINDY B. TAYLOR
------------------------------------
Cindy B. TaylorAugust 2, 2022.
| Oil States International, Inc | |||||
| By: | /s/ Lloyd A. Hajdik | ||||
| Lloyd A. Hajdik | |||||
| Executive Vice President, Chief Financial Officer and Treasurer | |||||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following directors and officers
of Oil States International, Inc.persons in the capacities indicatedand on May 17, 2002.
the dates indicated.
| Signature | Title | Date | ||||||||||||
| * | Chairman of the Board | August 2, 2022 | ||||||||||||
| Robert L. Potter | ||||||||||||||
| /s/ Cindy B. Taylor | President, Chief Executive Officer and Director | August 2, 2022 | ||||||||||||
| Cindy B. | ||||||||||||||
| /s/ Lloyd A. Hajdik | Executive Vice President, Chief Financial Officer | August 2, 2022 | ||||||||||||
| Lloyd A. Hajdik | ||||||||||||||
| /s/ Brian E. Taylor | Senior Vice President, | August 2, 2022 | ||||||||||||
| Brian E. | ||||||||||||||
| * | Director | August 2, 2022 | ||||||||||||
| Denise Castillo-Rhodes | ||||||||||||||
| * | Director | August 2, 2022 | ||||||||||||
| Lawrence R. Dickerson | ||||||||||||||
| * | Director | August 2, 2022 | ||||||||||||
| Darrell E. Hollek | ||||||||||||||
| * | Director | |||||||||||||
| August 2, 2022 | ||||||||||||||
| Hallie A. | ||||||||||||||
| * | Director | August 2, 2022 | ||||||||||||
| E. Joseph Wright |
| * By: | /s/ Lloyd A. | ||||
| Lloyd A. Hajdik, pursuant to a | |||||
| Exhibit 24.1 to this Registration | |||||
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