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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 14, 2001
REGISTRATION NUMBER 333-52624
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GRANT PRIDECO, INC. DELAWARE 76-0312499
GP EXPATRIATE SERVICES, INC. DELAWARE 76-0632330
GRANT PRIDECO HOLDING, LLC DELAWARE 76-0635560
GRANT PRIDECO, L.P. DELAWARE 76-0635557
GRANT PRIDECO USA, LLC DELAWARE 51-0397748
STAR OPERATING COMPANY DELAWARE 76-0655528
TA INDUSTRIES, INC. DELAWARE 76-0497435
TEXAS ARAI, INC. DELAWARE 74-2150314
TUBE-ALLOY CAPITAL CORPORATION TEXAS 76-0012315
TUBE-ALLOY CORPORATION LOUISIANA 72-0714357
XL SYSTEMS INTERNATIONAL, INC. DELAWARE 76-0602808
XL SYSTEMS, L.P. TEXAS 76-0324868
(Exact name of registrants as (States or other jurisdictions (I.R.S. Employer
specified in their charters) of incorporation or Identification Nos.)
organization)
1450 LAKE ROBBINS DRIVE, SUITE 600
THE WOODLANDS, TEXAS 77380
(281) 297-8500
(Address, including zip code, and telephone number, including area code, of
registrants' principal executive offices)
MR. PHILIP A. CHOYCE
VICE PRESIDENT AND GENERAL COUNSEL
GRANT PRIDECO, INC.
1450 LAKE ROBBINS DRIVE, SUITE 600
THE WOODLANDS, TEXAS 77380
(281) 297-8500
(Name, address, including zip code, and telephone number including area code, of
agent for service)
Copy to:
CHARLES H. STILL
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77010-3095
(713) 651-5151
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE
PUBLIC: Approximately 30 days after this registration statement becomes
effective or as soon as practicable thereafter.
If any of the Securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this Form is filed to register additional Securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
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 COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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EXPLANATORY NOTE
This Amendment is being filed solely to update certain exhibits to this
registration statement. No other changes are made hereby.
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
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ITEM 21. EXHIBITS.
2.1 (b) -- Distribution Agreement, dated as of March 22, 2000,
between Weatherford and Grant
3.1 (b) -- Restated Certificate of Incorporation of Grant Prideco,
Inc.
3.2 (a) -- Restated Bylaws of Grant Prideco, Inc.
3.3 (c) -- Certificate of Incorporation of GP Expatriate Services,
Inc.
3.4 (c) -- By-laws of GP Expatriate Services, Inc.
3.5 (c) -- Limited Liability Company Agreement of Grant Prideco
Holding, LLC
3.6 (c) -- Agreement of Limited Partnership of Grant Prideco, LP
3.7 (c) -- Limited Liability Company Agreement of Grant Prideco USA,
LLC
3.8 (c) -- Certificate of Incorporation of Star Operating Company
3.9 (c) -- By-laws of Star Operating Company
3.10(c) -- Certificate of Incorporation of TA Industries, Inc.
3.11(c) -- By-laws of TA Industries, Inc.
3.12(c) -- Certificate of Incorporation of Texas Arai, Inc.
3.13(c) -- By-laws of Texas Arai, Inc.
3.14(c) -- Restated Articles of Incorporation of Tube-Alloy Capital
Corporation
3.15(c) -- Amended and Restated By-laws of Tube-Alloy Capital
Corporation
3.16(c) -- Articles of Incorporation of Tube-Alloy Corporation and
Amendment thereto
3.17(c) -- Amended and Restated By-laws of Tube-Alloy Corporation
3.18(c) -- Certificate of Incorporation of XL Systems International,
Inc.
3.19(c) -- Amended and Restated By-laws of XL Systems International,
Inc.
3.20(c) -- Agreement of Limited Partnership of XL Systems, L.P.
4.1 (f) -- Amended and Restated Loan and Security Agreement
4.2 (f) -- First Amendment to Loan and Security Agreement
4.3 (f) -- Second Amendment to Loan and Security Agreement
4.4 (f) -- Third Amendment to Loan and Security Agreement
4.5 (b) -- Guaranty, dated April 14, 2000, by Grant Prideco, Inc.'s
subsidiaries in favor of Transamerica Business Credit
Corporation, as agent
4.6 (f) -- Amended and Restated Pledge Agreement
4.7 (f) -- Indenture for 9 5/8% Senior Notes due 2007
4.8 (f) -- Form of 9 5/8% Senior Notes due 2007 (included in Exhibit
4.7)
5.1 -- Opinion of Philip A. Choyce, Vice President and General
Counsel of Grant Prideco
5.2 -- Opinion of Sher Garner et al., special Louisiana counsel
to Tube-Alloy Corporation
5.3 -- Opinion of Fulbright & Jaworski L.L.P.
10.1 -- See exhibits 2.1 and 4.1 through 4.7 for certain items
constituting material contracts.
10.2 (a) -- Grant Prideco, Inc. 2000 Non-Employee Director Stock
Option Plan
10.3 (a) -- Grant Prideco, Inc. 2000 Employee Stock Option and
Restricted Stock Plan
10.4 (a) -- Grant Prideco, Inc. Executive Deferred Compensation Plan
10.5 (a) -- Grant Prideco, Inc. Foreign Executive Deferred
Compensation Plan
10.6 (a) -- Grant Prideco, Inc. Deferred Compensation Plan for
Non-Employee Directors
10.7 (d) -- Employment Agreement dated April 14, 2000 with Bernard J.
Duroc-Danner
10.8 (d) -- Employment Agreement with Frances R. Powell
10.9 (f) -- Employment Agreement with Curtis W. Huff
10.10(d) -- Change of Control Agreement dated April 14, 2000 with
William Chunn
10.11(e) -- Preferred Supplier Agreement dated April 14, 2000,
between Grant Prideco, Inc. and Weatherford
International, Inc.
10.12(e) -- Tax Allocation Agreement dated April 14, 2000 between
Grant Prideco and Weatherford
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10.13(f) -- Exchange and Registration Rights Agreement dated as of
December 4, 2000, among the registrants and Lehman
Brothers Inc.
10.14(a) -- Grant Prideco, Inc. 401(k) Savings Plan
10.15(a) -- Investment Agreement, dated as of April 29, 1999, by and
between Grant Prideco, Inc. and Voest-Alpine Schienen
GmbH & Co KG
10.16(a) -- Operating Agreement, dated as of July 23, 1999, by and
between Grant Prideco, Inc. and Voest-Alpine Schienen
GmbH & Co KG
+10.17(a) -- Supply Agreement, dated as of July 23, 1999, by and
between Voest-Alpine Stahlrohr Kindberg GmbH & Co KG and
Grant Prideco, Inc.
10.18(a) -- Manufacturing and Sales Agreement, dated as of January 1,
1996, by and between Grant Prideco, S.A. and Oil Country
Tubular Limited
10.19(a) -- Stock Purchase Agreement, dated as of June 19, 1998, by
and among Weatherford, Pridecomex Holding, S.A. de C.V.,
Tubos de Acero de Mexico S.A. and Tamsider S.A. de C.V.
+10.20(a) -- Master Technology License Agreement, dated as of June 19,
1998, by and between Grant Prideco, Inc. and DST
Distributors of Steel Tubes Limited
10.21(a) -- Agreement, dated as of November 12, 1998, by and between
Tubos de Acero de Mexico, Tamsider S.A. de C.V., DST
Distributors of Steel Tubes Limited, Techint Engineering
Company, Weatherford, Grand Prideco, Pridecomex Hold-
ing, S.A. de C.V. and Grant Prideco, S.A. de C.V.
10.22(a) -- Agreement, dated as of December 1, 1998, by and between
Tubos de Acero de Mexico, Tamsider S.A. de C.V.,
Weatherford and Pridecomex Holdings, S.A. de C.V.
12.1* -- Statements re Computation of Ratios
21.1 (f) -- Subsidiaries of Registrant
23.1* -- Consent of Arthur Andersen LLP
23.2 -- Consent of Philip A. Choyce (included in exhibit 5.1)
23.3 -- Consent of Sher Garner et al (included in exhibit 5.2)
23.4 -- Consent of Fulbright & Jaworski L.L.P. (included in
exhibit 5.3)
24.1* -- Powers of Attorney
25.1* -- Statement of Eligibility of Trustee
99.1* -- Letter of Transmittal and Notice of Guaranteed Delivery
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* Previously filed.
+ Certain portions of these exhibits were intentionally excluded pursuant to
a request for confidential treatment pursuant to Rule 24b-2 of the
Securities Exchange Act of 1934.
(a) Incorporated by reference to Grant Prideco, Inc.'s Registration Statement
on Form 10 (file No. 00115423).
(b) Incorporated by reference to Grant Prideco, Inc.'s Registration Statement
on Form S-3 (Registration No. 333-35272).
(c) Incorporated by reference to the registrants' Registration Statement on
Form S-3 (Registration No. 333-48722).
(d) Incorporated by reference to Grant Prideco Inc.'s Quarterly Report on Form
10-Q for the quarter ended March 31, 2000.
(e) Incorporated by reference from Weatherford International, Inc.'s Quarterly
Report on Form 10-Q for the three months ended March 31, 2000.
(f) Incorporated by reference from the Registrant's Annual Report on Form 10-K
for the year ended December 31, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrants
have duly caused this registration statement to be signed on their behalf by the
undersigned, thereunto duly authorized, on May 14, 2001.
in the City of The Woodlands, State of Texas:
GRANT PRIDECO, INC.
GP EXPATRIATE SERVICES, INC.
GRANT PRIDECO HOLDING, LLC
GRANT PRIDECO, L.P.
STAR OPERATING COMPANY
TA INDUSTRIES, INC.
TEXAS ARAI, INC.
TUBE-ALLOY CAPITAL CORPORATION
TUBE-ALLOY CORPORATION
XL SYSTEMS INTERNATIONAL, INC.
XL SYSTEMS, L.P.
By: /s/ CURTIS W. HUFF
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Curtis W. Huff
President and Chief Executive
Officer
or President of each
in the City of Wilmington, State of Delaware:
GRANT PRIDECO USA, LLC
By: *
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Sal Segreto,
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on May 14, 2001.
With respect to Grant Prideco, Inc.:
/s/ CURTIS W. HUFF Chief Executive Officer, President and
- --------------------------------------------- Director (principal executive officer)
Curtis W. Huff
* Chief Financial Officer, Vice President and
- --------------------------------------------- Treasurer (principal financial and accounting
Frances R. Powell officer)
Chairman of the Board, Director
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Bernard J. Duroc-Danner
Director
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Eliot M. Fried
* Director
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Sheldon B. Lubar
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* Director
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William E. Macaulay
* Director
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Robert K. Moses, Jr.
Director
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Robert A. Rayne
With respect to GP Expatriate Services, Inc., Grant Prideco Holding, LLC,
Grant Prideco, L.P. Star Operating Company, TA Industries, Inc., Texas Arai,
Inc., Tube-Alloy Capital Corporation, Tube-Alloy Corporation, XL Systems
International, Inc. and XL Systems, L.P.:
/s/ CURTIS W. HUFF President (principal executive officer) of
- --------------------------------------------- each and Director of each corporation and
Curtis W. Huff manager of Grant Prideco Holding, LLC
* Treasurer (principal financial officer) of
- --------------------------------------------- each and Director of each corporation and
Frances R. Powell manager of Grant Prideco Holding, LLC
/s/ PHILIP A. CHOYCE Director of each corporation and manager of
- --------------------------------------------- Grant Prideco Holding, LLC
Philip A. Choyce
With respect to Grant Prideco USA, LLC:
* President (principal executive officer) and
- --------------------------------------------- manager
Sal Segreto
* Treasurer (principal financial officer) and
- --------------------------------------------- manager
Linda Bubacz
* Manager
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Dave Weigel
*By: /s/ CURTIS W. HUFF
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Curtis W. Huff, Attorney-in-fact
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INDEX TO EXHIBITS
2.1 (b) -- Distribution Agreement, dated as of March 22, 2000,
between Weatherford and Grant
3.1 (b) -- Restated Certificate of Incorporation of Grant Prideco,
Inc.
3.2 (a) -- Restated Bylaws of Grant Prideco, Inc.
3.3 (c) -- Certificate of Incorporation of GP Expatriate Services,
Inc.
3.4 (c) -- By-laws of GP Expatriate Services, Inc.
3.5 (c) -- Limited Liability Company Agreement of Grant Prideco
Holding, LLC
3.6 (c) -- Agreement of Limited Partnership of Grant Prideco, LP
3.7 (c) -- Limited Liability Company Agreement of Grant Prideco USA,
LLC
3.8 (c) -- Certificate of Incorporation of Star Operating Company
3.9 (c) -- By-laws of Star Operating Company
3.10(c) -- Certificate of Incorporation of TA Industries, Inc.
3.11(c) -- By-laws of TA Industries, Inc.
3.12(c) -- Certificate of Incorporation of Texas Arai, Inc.
3.13(c) -- By-laws of Texas Arai, Inc.
3.14(c) -- Restated Articles of Incorporation of Tube-Alloy Capital
Corporation
3.15(c) -- Amended and Restated By-laws of Tube-Alloy Capital
Corporation
3.16(c) -- Articles of Incorporation of Tube-Alloy Corporation and
Amendment thereto
3.17(c) -- Amended and Restated By-laws of Tube-Alloy Corporation
3.18(c) -- Certificate of Incorporation of XL Systems International,
Inc.
3.19(c) -- Amended and Restated By-laws of XL Systems International,
Inc.
3.20(c) -- Agreement of Limited Partnership of XL Systems, L.P.
4.1 (f) -- Amended and Restated Loan and Security Agreement
4.2 (f) -- First Amendment to Loan and Security Agreement
4.3 (f) -- Second Amendment to Loan and Security Agreement
4.4 (f) -- Third Amendment to Loan and Security Agreement
4.5 (b) -- Guaranty, dated April 14, 2000, by Grant Prideco, Inc.'s
subsidiaries in favor of Transamerica Business Credit
Corporation, as agent
4.6 (f) -- Amended and Restated Pledge Agreement
4.7 (f) -- Indenture for 9 5/8% Senior Notes due 2007
4.8 (f) -- Form of 9 5/8% Senior Notes due 2007 (included in Exhibit
4.7)
5.1 -- Opinion of Philip A. Choyce, Vice President and General
Counsel of Grant Prideco
5.2 -- Opinion of Sher Garner et al., special Louisiana counsel
to Tube-Alloy Corporation
5.3 -- Opinion of Fulbright & Jaworski L.L.P.
10.1 -- See exhibits 2.1 and 4.1 through 4.7 for certain items
constituting material contracts.
10.2 (a) -- Grant Prideco, Inc. 2000 Non-Employee Director Stock
Option Plan
10.3 (a) -- Grant Prideco, Inc. 2000 Employee Stock Option and
Restricted Stock Plan
10.4 (a) -- Grant Prideco, Inc. Executive Deferred Compensation Plan
10.5 (a) -- Grant Prideco, Inc. Foreign Executive Deferred
Compensation Plan
10.6 (a) -- Grant Prideco, Inc. Deferred Compensation Plan for
Non-Employee Directors
10.7 (d) -- Employment Agreement dated April 14, 2000 with Bernard J.
Duroc-Danner
10.8 (d) -- Employment Agreement with Frances R. Powell
10.9 (f) -- Employment Agreement with Curtis W. Huff
10.10(d) -- Change of Control Agreement dated April 14, 2000 with
William Chunn
10.11(e) -- Preferred Supplier Agreement dated April 14, 2000,
between Grant Prideco, Inc. and Weatherford
International, Inc.
10.12(e) -- Tax Allocation Agreement dated April 14, 2000 between
Grant Prideco and Weatherford
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10.13(f) -- Exchange and Registration Rights Agreement dated as of
December 4, 2000, among the registrants and Lehman
Brothers Inc.
10.14(a) -- Grant Prideco, Inc. 401(k) Savings Plan
10.15(a) -- Investment Agreement, dated as of April 29, 1999, by and
between Grant Prideco, Inc. and Voest-Alpine Schienen
GmbH & Co KG
10.16(a) -- Operating Agreement, dated as of July 23, 1999, by and
between Grant Prideco, Inc. and Voest-Alpine Schienen
GmbH & Co KG
+10.17(a) -- Supply Agreement, dated as of July 23, 1999, by and
between Voest-Alpine Stahlrohr Kindberg GmbH & Co KG and
Grant Prideco, Inc.
10.18(a) -- Manufacturing and Sales Agreement, dated as of January 1,
1996, by and between Grant Prideco, S.A. and Oil Country
Tubular Limited
10.19(a) -- Stock Purchase Agreement, dated as of June 19, 1998, by
and among Weatherford, Pridecomex Holding, S.A. de C.V.,
Tubos de Acero de Mexico S.A. and Tamsider S.A. de C.V.
+10.20(a) -- Master Technology License Agreement, dated as of June 19,
1998, by and between Grant Prideco, Inc. and DST
Distributors of Steel Tubes Limited
10.21(a) -- Agreement, dated as of November 12, 1998, by and between
Tubos de Acero de Mexico, Tamsider S.A. de C.V., DST
Distributors of Steel Tubes Limited, Techint Engineering
Company, Weatherford, Grand Prideco, Pridecomex Hold-
ing, S.A. de C.V. and Grant Prideco, S.A. de C.V.
10.22(a) -- Agreement, dated as of December 1, 1998, by and between
Tubos de Acero de Mexico, Tamsider S.A. de C.V.,
Weatherford and Pridecomex Holdings, S.A. de C.V.
12.1* -- Statements re Computation of Ratios
21.1(f) -- Subsidiaries of Registrant
23.1* -- Consent of Arthur Andersen LLP
23.2 -- Consent of Philip A. Choyce (included in exhibit 5.1)
23.3 -- Consent of Sher Garner et al (included in exhibit 5.2)
23.4 -- Consent of Fulbright & Jaworski L.L.P. (included in
exhibit 5.3)
24.1* -- Powers of Attorney
25.1* -- Statement of Eligibility of Trustee
99.1* -- Letter of Transmittal and Notice of Guaranteed Delivery
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* Previously filed.
+ Certain portions of these exhibits were intentionally excluded pursuant to
a request for confidential treatment pursuant to Rule 24b-2 of the
Securities Exchange Act of 1934.
(a) Incorporated by reference to Grant Prideco, Inc.'s Registration Statement
on Form 10 (file No. 00115423).
(b) Incorporated by reference to Grant Prideco, Inc.'s Registration Statement
on Form S-3 (Registration No. 333-35272).
(c) Incorporated by reference to the registrants' Registration Statement on
Form S-3 (Registration No. 333-48722).
(d) Incorporated by reference to Grant Prideco Inc.'s Quarterly Report on Form
10-Q for the quarter ended March 31, 2000.
(e) Incorporated by reference from Weatherford International, Inc.'s Quarterly
Report on Form 10-Q for the three months ended March 31, 2000.
(f) Incorporated by reference from the Registrant's Annual Report on Form 10-K
for the year ended December 31, 2000.