As filed with the Securities and Exchange Commission on June 1, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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HALLIBURTON COMPANY
(Exact name of registrant as specified in its charter)
Delaware 75-2677995
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3600 Lincoln Plaza
500 North Akard Street
Dallas, Texas 75201-3391
(Address of principal executive offices, including zip code)
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Halliburton Profit Sharing and Savings Plan
Brown & Root, Inc. Employees' Retirement and Savings Plan
(Full title of the plans)
Lester L. Coleman
Executive Vice President and General Counsel
Halliburton Company
3600 Lincoln Plaza
500 North Akard Street
Dallas, Texas 75201-3391
(Name and address of agent for service)
(214) 978-2600
(Telephone number, including area code, of agent for service)
Copies to:
William E. Joor III Vinson &
Elkins L.L.P.
2300 First City Tower
1001 Fannin Street
Houston, Texas 77002-6760
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount of
securities to be to be maximum offering maximum aggregate Registration
registered (1) registered price per share (2) offering price Fee
Common Stock,
par value $2.50 per share 1,000,000 $47.91 $47,906,250 $14,133
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(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount
of interests in the Plans named above.
(2) Estimated, solely for purposes of calculating the registration fee, in accordance with Rule 457(c), based on the high and
low prices reported on the New York Stock Exchange on May 29, 1998.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed with the Securities and
Exchange Commission (the "Commission") by Halliburton Company, a Delaware
corporation (the "Company"), are incorporated herein by reference and made a
part hereof:
(a) The Company's Annual Report on Form 10-K/A for the year ended
December 31, 1997.
(b) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1998.
(c) The Company's Current Reports on Form 8-K filed January 2,
1998, January 28, 1998, February 20, 1998, March 2, 1998,
March 24, 1998, April 23, 1998, May 13, 1998 and May 20, 1998.
(d) Description of the Common Stock contained in the Company's
Registration Statement on Form 8-B dated December 12, 1996
(File No. 1-03492).
All documents filed by the Company and the Plans pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), subsequent to the effective date of this Registration
Statement, prior to the filing of a post-effective amendment to this
Registration Statement indicating that all securities offered hereby have been
sold or deregistering all securities then remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained herein or in any document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained in any other subsequently filed document which
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 to constitute a part of this Registration Statement, except as so
modified or superseded.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL"), a Delaware corporation has the power, under specified
circumstances, to indemnify its directors, officers, employees and agents in
connection with threatened, pending or completed actions, suits or proceedings,
whether civil, criminal, administrative or investigative (other than an action
by or in right of the corporation), brought against them by reason of the fact
that they were or are such directors, officers, employees or agents, against
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred in any such action, suit or proceeding. Article X of the
Company's Restated Certificate of Incorporation together with Section 39 of its
By-Laws provide for indemnification of each person who is or was made a party to
any actual or threatened civil, criminal, administrative or investigative
action, suit or proceeding because such person is or was an officer or director
of the Company or is a person who is or was serving at the request of the
Company as a director, officer, employee or agent of another corporation or of a
partnership, joint venture trust or other enterprise, including service relating
to employee benefit plans, to the fullest extent permitted by the DGCL as it
existed at the time the indemnification provisions of the Company's Restated
Certificate of Incorporation and the By-Laws were adopted or as may be
thereafter amended. Section 39 of the Company's By-Laws and Article X of its
Restated Certificate of Incorporation expressly provide that they are not the
exclusive methods of indemnification.
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Section 39 of the By-Laws provides that the Company may maintain
insurance, at its own expense, to protect itself and any director, officer,
employee or agent of the Company or of another entity against any expense,
liability or loss, regardless of whether the Company would have the power to
indemnify such person against such expense, liability or loss under the DGCL.
Section 102(b)(7) of the DGCL provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL (relating to
liability for unauthorized acquisitions or redemptions of, or dividends on,
capital stock) or (iv) for any transaction from which the director derived an
improper personal benefit. Article XV of the Company's Restated Certificate of
Incorporation contains such a provision.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:
4.1 Restated Certificate of Incorporation of Halliburton
Company (incorporated by reference to Exhibit 3.1 of
Halliburton Company's Registration Statement on Form
S-3 (Registration No. 333-32731) filed with the
Commission on August 1, 1997).
4.2 Halliburton Company By-Laws, as amended (incorporated
by reference to Exhibit 3.2 of Halliburton Company's
Registration Statement on Form S-3 (Registration No.
333-32731) filed with the Commission on August 1,
1997).
4.3 Restated Rights Agreement dated as of December 1,
1996 between Halliburton Company and ChaseMellon
Shareholder Services, L.L.C. (incorporated by
reference to Exhibit 4.4 of Halliburton Company's
Registration Statement on Form 8-B dated December 12,
1996 (File No. 1-03492)).
4.4 Halliburton Profit Sharing and Savings Plan, as
amended and restated effective June 1, 1998.
4.5 Brown & Root, Inc. Employees' Retirement and Savings
Plan, as amended and restated effective June 1, 1998.
5.1 Opinion of Vinson & Elkins L.L.P.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Vinson & Elkins L.L.P. (included in
Exhibit 5.1).
24.1 Powers of Attorney.
The Registrant will submit the Plans and all amendments thereto to the
Internal Revenue Service ("IRS") in a timely manner and will make all changes
thereto required by the IRS in order to qualify the Plans.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)
(3) of the Securities Act of 1933, as amended (the "1933 Act");
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(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the 1933
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 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 certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dallas, State of Texas, on June 1, 1998.
HALLIBURTON COMPANY
By:/s/ RICHARD B. CHENEY
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Richard B. Cheney
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on June 1, 1998.
Signature Title
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/s/ RICHARD B. CHENEY Chairman of the Board and Chief Executive Officer
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Richard B. Cheney (Principal Executive Officer)
/s/ GARY V. MORRIS Executive Vice President and Chief Financial Officer
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Gary V. Morris (Principal Financial Officer)
/s/ R. CHARLES MUCHMORE, JR. Vice President and Controller
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R. Charles Muchmore, Jr. (Principal Accounting Officer)
* ANNE L. ARMSTRONG Director
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Anne L. Armstrong
* LORD CLITHEROE Director
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Lord Clitheroe
* ROBERT L. CRANDALL Director
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Robert L. Crandall
* CHARLES J. DIBONA Director
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Charles J. DiBona
* W.R. HOWELL Director
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W.R. Howell
* DALE P. JONES Director and Vice Chairman
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Dale P. Jones
* DELANO E. LEWIS Director
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Delano E. Lewis
* C.J. SILAS Director
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C.J. Silas
* ROGER T. STAUBACH Director
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Roger T. Staubach
* RICHARD J. STEGEMEIER Director
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Richard J. Stegemeier
*By: /s/ SUSAN S. KEITH
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Susan S. Keith
Pursuant to Powers of Attorney
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Pursuant to the requirements of the Securities Act of 1933, as amended,
the administrators of the Plans have duly caused this Registration Statement to
be signed on behalf of the Plans by the undersigned, thereunto duly authorized,
in the City of Dallas, State of Texas, on June 1, 1998.
HALLIBURTON PROFIT SHARING
AND SAVINGS PLAN
By:/s/ CELESTE COLGAN
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Celeste Colgan
Vice President - Human Resources,
Halliburton Company
BROWN & ROOT, INC. EMPLOYEES'
RETIREMENT AND SAVINGS PLAN
By:/s/ CELESTE COLGAN
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Celeste Colgan
Vice President - Human Resources,
Halliburton Company
Index to Exhibits filed with this Form S-8.
Exhibit
Number Description
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4.4 Halliburton Profit Sharing and Savings Plan, as amended and
restated effective June 1, 1998.
4.5 Brown & Root, Inc. Employees' Retirement and Savings Plan,
as amended and restated effective June 1, 1998.
5.1 Opinion of Vinson & Elkins L.L.P.
23.1 Consent of Arthur Andersen LLP.
24.1 Powers of attorney.
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