As filed with the Securities and Exchange Commission on June 28, 1994
Registration No. 33-_______
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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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TUBOSCOPE VETCO
INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 76-0252850
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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2835 Holmes Road
Houston, Texas 77051
(713) 799-5100
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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The Tuboscope Vetco International Corporation
Employee Qualified Stock Purchase Plan
(Full title of Plan)
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JAMES F. MARONEY, III Copy to:
Vice President, Secretary and PATRICK T. SEAVER
General Counsel Latham & Watkins
Tuboscope Vetco International Corporation 650 Town Center Drive, Suite 2000
2835 Holmes Road Costa Mesa, California 92626
Houston, Texas 77051 (714) 540-1235
(713) 799-5100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS AMOUNT OFFERING AGGREGATE AMOUNT OF
OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED (1) SHARE (2) PRICE (2) FEE
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Common Stock, $.01 par value... 100,000 Shares $6.125 $612,500.00 $212.00
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(1) The Tuboscope Vetco International Corporation Employee Qualified Stock
Purchase Plan (the "Plan") authorizes the issuance of a maximum of
100,000 shares of common stock, $.01 par value (the "Common Stock") of
Tuboscope Vetco International Corporation (the "Company"), all of which
are being registered hereunder.
(2) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) of the Securities Act of 1933, as amended (the
"Act"). The Proposed Maximum Offering Price Per Share is the average
of the high and low prices of the Common Stock as listed on the Nasdaq
National Market on June 21, 1994 (which were $6.25 and $6.00,
respectively).
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Proposed sale to take place as soon after the effective date of the
Registration Statement as options granted under the Plan are exercised.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
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The following documents filed with the Commission are incorporated
herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
1993, filed by the Company with the Commission.
(b) Quarterly Report on Form 10-Q for the quarter ended March 31,
1994, filed by the Company with the Commission.
(c) The description of the Company's Common Stock set forth under the
caption "Description of Registrant's Securities to be Registered"
included in its Form 8-A Registration Statement (File No. 0-18312),
which was declared effective by the Commission on March 12, 1990,
including any subsequently filed amendments and reports updating such
description.
In addition to the foregoing documents, all documents subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof
from the date of the filing of such reports and documents. Any statement
contained in a 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
herein or 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, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
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LEGAL MATTERS
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Certain legal matters concerning the Common Stock registered hereby
are being passed upon for the Company by Latham & Watkins, Costa Mesa,
California.
EXPERTS
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The consolidated financial statements of Tuboscope Vetco
International Corporation appearing in Tuboscope Vetco International
Corporation's Annual Report (Form 10-K) for the year ended December 31,
1993, have been audited by Ernst & Young, independent auditors, as set
forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein
by reference in reliance upon such report given upon the authority of such
firm as experts in accounting and auditing.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
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Reference is made to Section 102(b)(7) of the Delaware General
Corporation Law (the "DGCL"), which enables a corporation in its original
certificate of incorporation or an amendment thereto to eliminate or limit
the personal liability of a director for violations of the director's
fiduciary duty,
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except (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) pursuant to Section 174 of the DGCL (providing for liability of
directors for unlawful payment of dividends or unlawful stock purchases or
redemptions) or (iv) for any transaction from which a director derived an
improper personal benefit. The Certificate of Incorporation of the Company
contains provisions eliminating or limiting the liability of directors to
the extent permitted by Section 102(b)(7) of the DGCL.
Section 145 of the DGCL permits indemnification of officers and
directors under certain circumstances.
The Amended and Restated Bylaws of the Company contain a provision
permitted by the DGCL that provides that directors and officers will be
indemnified by the Company to the fullest extent permitted by law for all
losses that may be incurred by them in connection with any action, suit or
proceeding in which they may become involved by reason of their service as
a director or officer of the Company.
The Company's Underwriting Agreement executed in connection with
Tuboscope Vetco International Inc.'s ("TVII") public offering of 10 3/4%
Senior Subordinated Notes (the "Notes"), unconditionally guaranteed by the
Company, require TVII and the Company, on one hand, and certain
underwriters of the Notes, on the other hand, under certain circumstances,
to indemnify each other and their controlling persons, officers and
directors against certain liabilities, including liabilities under the Act,
incurred in connection with the offer and sale of such Notes.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4(a) Tuboscope Vetco International Corporation Employee Qualified Stock
Purchase Plan.
4(b) First Amendment to the Tuboscope Vetco International Corporation
Employee Qualified Stock Purchase Plan.
5 Opinion of Latham & Watkins.
23(a) Consent of Ernst & Young.
23(b) Consent of Latham & Watkins (included in Exhibit 5).
24 Powers of Attorney (included herein on pages 4 and 5).
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 Act unless the
information required to be included in a post-effective amendment is
contained in a
2
periodic report filed by the Registration pursuant to Section 13 or Section
15(d) of the Exchange Act which is incorporated by reference in this
Registration Statement; (ii) to reflect in the prospectus any facts or
events arising after the effective date of this Registration Statement (or
the most recent post-effective amendment to this Registration Statement)
which, individually or in the aggregate, represent a fundamental change in
the information set forth in this Registration Statement unless the
information required to be included in a post-effective amendment is
contained in a periodic report filed by the Registrant pursuant to Section
13 or Section 15(d) of the Exchange Act which is incorporated by reference
in this Registration Statement; and (iii) to include any material
information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement.
Provided, however, that 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 by the Company
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under the
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Act,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
The undersigned registrant hereby undertake that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in 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 deemeed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the 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 Securities and
Exchange Commission such indemnification is against public policy as
expressed in the 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 Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas, on this
16th day of June, 1994.
TUBOSCOPE VETCO INTERNATIONAL CORPORATION, a Delaware
corporation
By: /s/Martin R. Reid
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Martin R. Reid
Chairman of the Board
POWER OF ATTORNEY
Each person whose signature appears below authorizes James F. Maroney,
III, and Ronald L. Koons, and either of them, with full power of
substitution and resubstitution, his true and lawful attorneys-in-fact, for
him in any and all capacities, to sign any amendments (including post-
effective amendments) to this Registration Statement and to file the same,
with exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ Martin R. Reid Chairman of the Board June 16, 1994
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Martin R. Reid
/s/ William V. Larkin, Jr. Director June 16, 1994
- -------------------------------- President and Chief Executive
William V. Larkin, Jr. Officer
(Principal Executive Officer)
/s/ Ronald L. Koons Executive Vice President, Chief June 16, 1994
- -------------------------------- Financial Officer and Treasurer
Ronald L. Koons (Principal Financial and
Accounting Officer)
/s/ Martin I. Greenberg Vice President, Controller, June 16, 1994
- -------------------------------- Assistant Treasurer and
Martin I. Greenberg Assistant Secretary
/s/ Jerome R. Baier Director April 13, 1994
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Jerome R. Baier
/s/ Martin G. Hubbard Director June 16, 1994
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Martin G. Hubbard
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Director
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Robert A. Lahr
/s/ Eric L. Mattson Director April 13, 1994
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Eric L. Mattson
/s/ Timothy M. Pennington, III Director April 14, 1994
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Timothy M. Pennington, III
/s/ James J. Shelton Director April 14, 1994
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James J. Shelton
/s/ Frederick J. Warren Director April 14, 1994
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Frederick J. Warren
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INDEX TO EXHIBITS
EXHIBIT
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4(a) Tuboscope Vetco International Corporation Employee
Qualified Stock Purchase Plan.
4(b) First Amendment to the Tuboscope Vetco International
Corporation Employee Qualified Stock Purchase Plan.
5 Opinion of Latham & Watkins.
23(a) Consent of Ernst & Young.
23(b) Consent of Latham & Watkins (included in Exhibit 5).
24 Powers of Attorney (included herein on pages 4 and 5).
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