As Filed with the Securities and Exchange Commission on June 5, 1996
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
TUBOSCOPE VETCO INTERNATIONAL
CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 76-0252850
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
--------------------
2835 Holmes Road
Houston, Texas 77051
(Address of Principal Executive Offices including Zip Code)
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1996 EQUITY PARTICIPATION PLAN
OF TUBOSCOPE VETCO INTERNATIONAL CORPORATION
(Full title of the plan)
--------------------
JAMES F. MARONEY, III, ESQ.
Vice President, Secretary
and General Counsel
TUBOSCOPE VETCO
INTERNATIONAL CORPORATION
2835 Holmes Road
Houston, Texas 77051
(713) 799-5100
Copy to:
PATRICK T. SEAVER, ESQ.
LATHAM & WATKINS
650 Town Center Drive, Twentieth Floor
Costa Mesa, California 92626
(714) 540-1235
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------
Title of Securities Amount Proposed Proposed Amount of
to be Registered to be Maximum Maximum Registration
Registered Offering Price Aggregate Fee
Per Share (1) Offering
Price (1)
- ---------------------------------------------------------------------------------
Common Stock 1,200,000 $13.1875 $15,825,000.00 $5,460.00
- ---------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h). The Proposed Maximum Aggregate Offering Price is
the average of the high and low sales price of the Common Stock in the
over-the-counter market, as reported on the Nasdaq National Market, on May
30, 1996 (which were $13.375 and $13.00, respectively).
===============================================================================
Proposed sale to take place as soon after the effective date of the Registration
Statement as options granted under the Option Plan are exercised.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents filed with the Securities and Exchange Commission
(the "Commission) are incorporated herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended December 31, 1995,
filed by Tuboscope Vetco International Corporation (the "Company") with the
Commission.
(b) Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
1996, filed by the Company with the Commission.
(c) The description of the Common Stock contained in the Company's
Registration Statement on Form S-4 (File No. 333-01869) dated March 21, 1996,
including any subsequently filed amendments and reports updating such
description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
after the date of this Registration Statement and prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part of it
from the respective dates of filing such 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 4. Description of Securities
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Statutory Provisions
Section 102(b)(7) of the General Corporation Law of the State of Delaware
(the "DGCL") enables a corporation in its certificate of incorporation to
eliminate or limit the personal liability of members of its board of directors
to the corporation or its stockholders for monetary damages for violations of a
director's fiduciary duty of care. Such a provision would have no effect on the
availability of equitable remedies, such as an injunction or rescission, for
breach of fiduciary duty. In addition, no such provision may eliminate or limit
the liability of a director for breaching his duty of loyalty, failing to act in
good faith, engage in intentional misconduct or knowingly violating a law,
paying an unlawful dividend or approving an illegal stock repurchase, or
obtaining an improper personal benefit.
Section 145 of the DGCL empowers a corporation to 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, by reason of the fact that he is, or was a director, officer,
employee or
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agent of the corporation, against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he 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 his conduct was unlawful. No
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper. Additionally, a corporation is required to indemnify its
directors and officers against expenses to the extent that such directors or
officers have been successful on the merits or otherwise in any action, suit or
proceeding or in defense of any claim, issue or matter therein.
Indemnification can be made by the corporation only upon a determination that
indemnification is proper in the circumstances because the party seeking
indemnification has met the applicable standard of conduct as set forth in the
DGCL. The indemnification provided by the DGCL shall not be deemed exclusive of
any other rights to which those seeking indemnification may be entitled under
any by-law, agreement, vote of stockholders or disinterested directors, or
otherwise. A corporation also has the power to purchase and maintain insurance
on behalf of any person, whether or not the corporation would have the power to
indemnify him against such liability. The indemnification provided by the DGCL
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.
The Tuboscope Certificate of Incorporation and Tuboscope Bylaws
The Tuboscope Certificate of Incorporation limits the directors' liability
for monetary damages to Tuboscope and its stockholders for breaches of fiduciary
duty except under the circumstances outlined in Section 102(b)(7) of the DGCL as
described above under "--Statutory Provisions."
The Tuboscope Bylaws extend indemnification rights to the fullest extent
authorized by the DGCL to directors and officers involved in any action, suit or
proceeding where the basis of such involvement is such persons' alleged action
in an official capacity or in another capacity while serving as a director or
officer of Tuboscope. The Tuboscope Bylaws also permit Tuboscope to maintain
insurance to protect itself and any of its directors, officers, employees or
agents against any expense, liability or loss incurred as a result of any
action, suit or proceeding whether or not Tuboscope would have the power to
indemnify such person under the DGCL.
Item 7. Exemption From Registration Claimed
-----------------------------------
Not applicable.
Item 8. Exhibits
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See Index to Exhibits on page 7.
Item 9. Undertakings
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(a) 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 "Securities 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;
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 (a)(1)(i) and (a)(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 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 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.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at termination of the
offering.
(b) The undersigned registrant hereby undertakes 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 (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 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.
(c) Insofar as indemnification for liabilities arising under the Securities
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 Securities Act and is, therefore,
unenforceable. In the event that a claim for 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 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, 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 31st day of May, 1996.
TUBOSCOPE VETCO INTERNATIONAL CORPORATION
a Delaware corporation
By: /s/ James F. Maroney, III
--------------------------------------
James F. Maroney, III
Vice President, General Counsel
and Secretary
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POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and appoints
James F. Maroney, III and Joseph C. Winkler, or either one of them, as
attorneys-in-fact and agents, each acting alone, with full powers of
substitution to sign on his or her behalf, individually and in the capacities
stated below, and to file any and all amendments, including post-effective
amendments, to this Registration Statement and other documents in connection
therewith, with the Securities and Exchange Commission, granting to said
attorneys-in-fact and agents full power and authority to perform any other act
on behalf of the undersigned required to be done in the premises.
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
- ------------------------- ----------------------------------------- --------------------
/s/ L. E. Simmons Chairman of the Board May 31 , 1996
- ------------------------- --------------------
L. E. Simmons
/s/ John F. Lauletta President, Chief Executive Officer and May 31 , 1996
- ------------------------- Director --------------------
John F. Lauletta
/s/ Joseph C. Winkler Executive Vice President, Chief May 31 , 1996
- ------------------------- Financial Officer and Treasurer --------------------
Joseph C. Winkler
/s/ Jerome R. Baier Director May 31 , 1996
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Jerome R. Baier
/s/ J. S. Dickson Leach Director May 31 , 1996
- ------------------------- --------------------
J. S. Dickson Leach
/s/ Eric L. Mattson Director May 31 , 1996
- ------------------------- --------------------
Eric L. Mattson
/s/ Martin R. Reid Director May 31 , 1996
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Martin R. Reid
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INDEX TO EXHIBITS
EXHIBIT PAGE
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4.1 The 1996 Equity Participation Plan of Tuboscope Vetco International 8
Corporation
4.2 Form of Nonqualified Stock Option Agreement for Employees and 35
Consultants
4.3 Form of Nonqualified Stock Option Agreement for Independent 48
Directors
5.1 Opinion of Latham & Watkins. 60
23.1 Consent of Latham & Watkins (included in Exhibit 5.1). __
23.2 Consent of Ernst & Young LLP. 61
24 Power of Attorney (included on the signature page to this __
Registration
Statement).
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