EXHIBIT 4.4
EXECUTION VERSION
OIL STATES INTERNATIONAL, INC.
2-3/8% CONTINGENT CONVERTIBLE SENIOR NOTES DUE 2025
REGISTRATION RIGHTS AGREEMENT
June 21, 2005
RBC Capital Markets Corporation
One Liberty Plaza, 165 Broadway
New York, NY 10006-1404
Ladies and Gentlemen:
Oil States International, Inc., a Delaware corporation (the "COMPANY"),
proposes to issue and sell to RBC Capital Markets Corporation (the "INITIAL
PURCHASER") upon the terms set forth in a purchase agreement dated June 15, 2005
(the "PURCHASE AGREEMENT"), $125,000,000 aggregate principal amount (plus up to
an additional $50,000,000 principal amount) of its 2-3/8% Contingent Convertible
Senior Notes due 2025 (the "SECURITIES"). The Securities will be convertible
into shares of the Company's Common Stock, par value $0.01 per share (the
"COMMON STOCK"), at the conversion price set forth in the Final Offering
Memorandum dated June 15, 2005. The Securities will be issued pursuant to an
Indenture, dated as of June 21, 2005 (the "INDENTURE"), between the Company and
Wells Fargo Bank, National Association, as trustee (the "TRUSTEE"). As an
inducement to the Initial Purchaser to enter into the Purchase Agreement, the
Company agrees with the Initial Purchaser, for the benefit of the Holders (as
hereinafter defined), as follows:
1. Definitions.
(a) Capitalized terms used herein without definition shall have the
meanings ascribed to them in the Purchase Agreement. As used in this Agreement,
the following defined terms shall have the following meanings:
"ADDITIONAL INTEREST" has the meaning assigned thereto in Section 7(b)
hereof.
"AFFILIATE" of any specified person means any other person which, directly
or indirectly, is in control of, is controlled by, or is under common control
with such specified person. For purposes of this definition, control of a person
means the power, direct or indirect, to direct or cause the direction of the
management and policies of such person whether by contract or otherwise; and the
terms "controlling" and "controlled" have meanings correlative to the foregoing.
"AGREEMENT" means this Registration Rights Agreement, as the same may be
amended from time to time.
"CLOSING DATE" means the Closing Date as defined in the Purchase
Agreement.
"COMMISSION" means the Securities and Exchange Commission, or any other
federal agency at the time administering the Exchange Act or the Securities Act,
whichever is the relevant statute for the particular purpose.
"DTC" means The Depository Trust Company.
"DEFAULT DATE" has the meaning assigned thereto in Section 7(b) hereof.
"DEFAULT PERIOD" has the meaning assigned thereto in Section 7(b) hereof.
"DEFAULT TERMINATION DATE" has the meaning assigned thereto in Section
7(b) hereof.
"EFFECTIVE DATE" has the meaning assigned thereto in Section 2(b)(i)
hereof.
"EFFECTIVE TIME" means the time at which the Commission declares the Shelf
Registration Statement effective or at which the Shelf Registration Statement
otherwise becomes effective.
"ELECTING HOLDER" has the meaning assigned thereto in Section 3(a)(iii)
hereof.
"EVENT OF DEFAULT" has the meaning assigned thereto in Section 7(a)
hereof.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.
"HOLDER" means any person that is the record owner of Registrable
Securities (and includes any person that has a beneficial interest in any
Registrable Security in book-entry form).
"MANAGING UNDERWRITERS" means the investment banker(s) or manager(s) that
shall administer an underwritten offering, if any, conducted pursuant to Section
6 hereof.
"NASD RULES" means the rules of the National Association of Securities
Dealers, Inc., as amended from time to time.
"NOTICE AND QUESTIONNAIRE" means a Notice of Registration Statement and
Selling Securityholder Questionnaire substantially in the form of Appendix A
hereto.
The term "PERSON" means an individual, partnership, corporation, trust or
unincorporated organization, or a government or agency or political subdivision
thereof.
"PROSPECTUS" means the prospectus (including, without limitation, any
preliminary prospectus, any final prospectus and any prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Securities Act)
included in the Shelf Registration Statement, as amended or supplemented by any
prospectus supplement with respect to the terms of the offering of any portion
of the Registrable Securities covered by the Shelf Registration Statement and by
all other amendments and
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supplements to such prospectus, including all material incorporated by reference
in such prospectus and all documents filed after the date of such prospectus by
the Company under the Exchange Act and incorporated by reference therein.
"REGISTRABLE SECURITIES" means all or any portion of the Securities issued
from time to time under the Indenture in registered form and the shares of
Common Stock issuable upon conversion, repurchase or redemption of such
Securities; provided, however, that a security ceases to be a Registrable
Security when it is no longer a Restricted Security.
"REGISTRATION EXPENSES" shall mean any and all expenses incident to the
Company's performance of and compliance with this Agreement, including without
limitation: (i) all registration and filing fees and expenses (including,
without limitation, fees and expenses (x) with respect to filings to be made
pursuant to the NASD Rules and (y) incurred in connection with compliance with
state securities or blue sky laws (including reasonable fees and disbursements
of counsel for any underwriters or Holders in connection with blue sky
qualification of any of the Registrable Securities)); (ii) all expenses of any
persons in preparing or assisting in preparing, word processing, printing and
distributing the Shelf Registration Statement, the Prospectus, any amendments or
supplements thereto, any underwriting agreements, securities sales agreements
and other documents relating to the performance of and compliance with this
Agreement; (iii) all rating agency fees; (iv) all fees and disbursements
relating to the qualification of the Indenture under applicable securities laws;
(v) expenses of printing certificates for Registrable Securities in a form
eligible for deposit with DTC; (vi) the fees and disbursements of the Trustee
and its counsel; (vii) the fees and disbursements of counsel for the Company;
and (viii) the fees and disbursements of the independent public accountants of
the Company, including the expenses of any special audits or "cold comfort"
letters required by or incident to such performance and compliance.
"REGISTRATION PERIOD" has the meaning assigned thereto in Section 2(b)(i)
hereof.
"RESTRICTED SECURITY" means any Security or share of Common Stock issuable
upon conversion thereof except any such Security or share of Common Stock that
(i) has been effectively registered under the Securities Act and sold in a
manner contemplated by the Shelf Registration Statement, (ii) has been
transferred in compliance with Rule 144 under the Securities Act (or any
successor provision thereto) or is transferable pursuant to paragraph (k) of
such Rule 144 (or any successor provision thereto), or (iii) has otherwise been
transferred and a new Security or share of Common Stock not subject to transfer
restrictions under the Securities Act has been delivered by or on behalf of the
Company in accordance with Section 3.5 of the Indenture.
"RULES AND REGULATIONS" means the published rules and regulations of the
Commission promulgated under the Securities Act or the Exchange Act, as in
effect at any relevant time.
"SECURITIES ACT" means the Securities Act of 1933, as amended.
"SHELF REGISTRATION STATEMENT" means a "shelf" registration statement
filed under the Securities Act providing for the registration of, and the sale
on a continuous or delayed basis by the Holders of, all of the Registrable
Securities pursuant to Rule 415 under the Securities Act and/or any similar rule
that may be adopted by the Commission, filed by the Company pursuant to the
provisions of Section 2 of this Agreement, including the Prospectus contained
therein, any
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amendments and supplements to such registration statement, including
post-effective amendments, and all exhibits and all material incorporated by
reference in such registration statement.
"TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, as amended,
or any successor thereto, and the rules, regulations and forms promulgated
thereunder, as the same shall be amended from time to time.
The term "UNDERWRITER" means any underwriter of Registrable Securities in
connection with an offering thereof under the Shelf Registration Statement.
"UNDERWRITTEN OFFERING" has the meaning assigned thereto in Section 6
hereof.
(b) Wherever there is a reference in this Agreement to a percentage
of the "PRINCIPAL AMOUNT" of Registrable Securities or to a percentage of
Registrable Securities, Common Stock shall be treated as representing the
principal amount of Securities that was surrendered for conversion or exchange
in order to receive such number of shares of Common Stock.
2. Shelf Registration.
(a) The Company shall, no later than 90 calendar days following the
Closing Date, file with the Commission a Shelf Registration Statement relating
to the offer and sale of the Registrable Securities by the Holders from time to
time in accordance with the methods of distribution elected by such Holders and
set forth in such Shelf Registration Statement and, thereafter, shall use its
reasonable efforts to cause such Shelf Registration Statement to be declared
effective under the Securities Act as soon as practicable and in any event no
later than 180 calendar days following the Closing Date; provided, however, that
no Holder shall be entitled to be named as a selling securityholder in the Shelf
Registration Statement or to use the Prospectus forming a part thereof for
resales of Registrable Securities unless such Holder is an Electing Holder, and
in no event may such methods of distribution take the form of an Underwritten
Offering of the Registrable Securities without the prior agreement of the
Company.
(b) The Company shall use its reasonable efforts:
(i) to keep the Shelf Registration Statement continuously
effective in order to permit the Prospectus forming a part thereof to be usable
by Holders until the earliest of: (A) the sale of all Registrable Securities
covered by the Shelf Registration Statement; (B) the expiration of the period
referred to in Rule 144(k) of the Securities Act, or any successor rule thereto,
with respect to all Registrable Securities (assuming for the purposes hereof
that the Holders are not Affiliates of the Company); and (C) two years from the
date (the "EFFECTIVE DATE") such Shelf Registration Statement is declared
effective (such period being referred to herein as the "REGISTRATION PERIOD").
The Company shall be deemed not to have used its reasonable efforts to keep the
Shelf Registration Statement effective during the Registration Period if the
Company voluntarily takes any action that would result in Holders of Registrable
Securities covered thereby not being able to offer and sell any of such
Registrable Securities during that period, unless such action is (1) required by
applicable law and the Company thereafter promptly complies with the
requirements of Section 3(j) below or (2) permitted pursuant to Section 2(c)
below;
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(ii) after the Effective Time, promptly upon the request of
any Holder that is not then an Electing Holder, to take any action reasonably
necessary to enable such Holder to use the Prospectus forming a part thereof for
resales of Registrable Securities, including, without limitation, any action
necessary to identify such Holder as a selling securityholder in the Shelf
Registration Statement as contemplated by Section 3(a)(ii) hereof; provided,
however, that nothing in this subparagraph shall relieve such Holder of the
obligation to return a completed and signed Notice and Questionnaire to the
Company in accordance with Section 3(a)(ii) hereof; and
(iii) if at any time the Securities, pursuant to Article XII
of the Indenture, are convertible into securities other than Common Stock, to
cause, or to cause any successor under the Indenture to cause, such securities
to be included in the Shelf Registration Statement no later than the date on
which the Securities may then be convertible into such securities.
(c) The Company may suspend the use of the Prospectus for a period
not to exceed 30 days in any 90-day period or an aggregate of 90 days in any
365-day period if the Company shall have determined in good faith that because
of valid business reasons (not including avoidance of the Company's obligations
hereunder), including the acquisition or divestiture of assets, pending
corporate developments and similar events, it is in the best interests of the
Company to suspend such use, and prior to suspending such use the Company
provides the Holders with written notice of such suspension, which notice need
not specify the nature of the event giving rise to such suspension.
3. Registration Procedures. In connection with the Shelf Registration
Statement, the following provisions shall apply:
(a) (i) Not less than 30 calendar days prior to the Effective Time,
the Company shall mail the Notice and Questionnaire to the Holders. No Holder
shall be entitled to be named as a selling securityholder in the Shelf
Registration Statement as of the Effective Time, and no Holder shall be entitled
to use the Prospectus for resales of Registrable Securities at any time, unless
such Holder has returned a completed and signed Notice and Questionnaire to the
Company by the deadline for response set forth therein; provided, however,
Holders shall have at least 28 calendar days from the date on which the Notice
and Questionnaire is first mailed to such Holders to return a completed and
signed Notice and Questionnaire to the Company.
(ii) After the Effective Time, the Company shall, upon the
request of any Holder that is not then an Electing Holder, promptly send a
Notice and Questionnaire to such Holder. The Company shall not be required to
take any action to name such Holder as a selling securityholder in the Shelf
Registration Statement or to enable such Holder to use the Prospectus for
resales of Registrable Securities until such Holder has returned a completed and
signed Notice and Questionnaire to the Company. Upon receipt of a completed and
signed Notice and Questionnaire, the Company shall as promptly as practicable
thereafter, and in any event upon the later of (A) ten (10) days after the date
of receipt of such Notice and Questionnaire or (B) if the use of the Prospectus
has been suspended by the Company under Section 2(c) hereof at the time of
receipt of the Notice and Questionnaire, ten (10) days after the expiration of
the period during which the use of the Prospectus is suspended, (1) if required
by applicable law, file with the Commission a post-effective amendment to the
Shelf Registration Statement or prepare and, if required by applicable law, file
a supplement to the Prospectus or file any other required document so that the
Holder delivering such Notice and Questionnaire is named as a selling
securityholder in the Shelf
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Registration Statement and the related Prospectus in such a manner as to permit
such Holder to deliver such Prospectus to purchasers of the Registrable
Securities in accordance with applicable law and, (2) if the Company shall file
a post-effective amendment to the Shelf Registration Statement, use its
reasonable efforts to cause such post-effective amendment to be declared
effective under the Securities Act as promptly as is practicable, but in any
event by the date that is thirty (30) days after the date such post-effective
amendment is required by this clause to be filed. Notwithstanding the foregoing,
the Company shall not be required to file more than one post-effective amendment
to the Shelf Registration Statement during any thirty (30) day period.
(iii) The term "ELECTING HOLDER" shall mean any Holder that has
returned a completed and signed Notice and Questionnaire to the Company in
accordance with Section 3(a)(i) or 3(a)(ii) hereof.
(b) Before filing any Shelf Registration Statement or Prospectus or
any amendments or supplements (other than supplements or post-effective
amendments solely for the purpose of naming one or more Electing Holders as
selling securityholders) thereto with the Commission, the Company shall furnish
to the Initial Purchaser and its counsel copies of all such documents proposed
to be filed and use reasonable efforts to reflect in each such document when so
filed with the Commission such comments as the Initial Purchaser reasonably
shall propose within five Business Days of the delivery of such copies to the
Initial Purchaser. The Company shall (i) if an Electing Holder so requests,
furnish to each Electing Holder, prior to the Effective Time, a copy of the
Shelf Registration Statement initially filed with the Commission, and shall
furnish to such Holders, prior to the filing thereof with the Commission, copies
of each amendment thereto and each amendment or supplement, if any, to the
Prospectus included therein, and shall use its reasonable efforts to reflect in
each such document, at the Effective Time or when so filed with the Commission,
as the case may be, such comments as such Holders and their respective counsel
reasonably may propose and (ii) name the Electing Holders as selling
securityholders in the Shelf Registration Statement.
(c) The Company shall promptly take such action as may be necessary
so that (i) the Shelf Registration Statement and any amendment thereto and the
Prospectus and any amendment or supplement thereto (and each report or other
document incorporated therein by reference in each case) complies in all
material respects with the Securities Act, the Exchange Act and the Rules and
Regulations, (ii) the Shelf Registration Statement and any amendment thereto
does not, when it becomes effective, contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading and (iii) the Prospectus and any
amendment or supplement thereto, does not at any time during the Registration
Period include an untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading.
(d) The Company shall promptly notify each Electing Holder in
writing:
(i) when a Shelf Registration Statement and any amendment
thereto has been filed with the Commission and when a Shelf Registration
Statement or any post-effective amendment thereto has become effective;
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(ii) of any request by the Commission for amendments or
supplements to the Shelf Registration Statement or the Prospectus or for
additional information;
(iii) of the issuance by the Commission of any stop order
suspending the effectiveness of the Shelf Registration Statement or the
initiation of any proceedings for such purpose;
(iv) if the Company receives any notification with respect to
the suspension of the qualification of the securities included in the Shelf
Registration Statement for sale in any jurisdiction or the initiation of any
proceeding for such purpose; and
(v) of the happening of any event or the existence of any
state of facts that requires the making of any changes in the Shelf Registration
Statement or the Prospectus so that, as of such date, the Shelf Registration
Statement and the Prospectus do not contain an untrue statement of a material
fact and do not omit to state a material fact required to be stated therein or
necessary to make the statements therein (in the case of the Prospectus, in
light of the circumstances under which they were made) not misleading.
A notice pursuant to clauses (ii) through (v) above may be accompanied by
an instruction to suspend the use of the Prospectus until the requisite changes
to the Prospectus have been made or such other action is taken to remedy the
fact or event that led to the suspension of the use of the Prospectus.
(e) The Company shall use its reasonable efforts: (i) to prevent the
issuance of any order suspending the effectiveness of the Shelf Registration
Statement; (ii) if issued, to obtain the withdrawal of any such order at the
earliest possible time; and (iii) to provide immediate notice to each Electing
Holder of the withdrawal of such order.
(f) If an Electing Holder so requests, the Company shall furnish to
such Electing Holder, without charge, at least one copy of the Shelf
Registration Statement and all post-effective amendments thereto, including
financial statements and schedules, and all reports, other documents and
exhibits that are filed with or incorporated by reference in the Shelf
Registration Statement.
(g) The Company shall, during the Registration Period, deliver to
each Electing Holder, without charge, as many copies of the Prospectus
(including each preliminary prospectus) and any amendment or supplement thereto
as such Electing Holder may reasonably request. The Company consents (except
during the periods specified in Section 2(c) above or during the continuance of
any event described in clauses (ii) through (v) of Section 3(d) above) to the
use of the Prospectus and any amendment or supplement thereto by each of the
Electing Holders in connection with the offering and sale of the Registrable
Securities covered by the Prospectus and any amendment or supplement thereto
during the Registration Period.
(h) The Company shall: (i) prior to any offering of Registrable
Securities pursuant to the Shelf Registration Statement, register or qualify or
cooperate with the Electing Holders and their respective counsel in connection
with the registration or qualification of such Registrable Securities for offer
and sale under the securities or "blue sky" laws of such jurisdictions within
the United States as any Electing Holder may reasonably request; (ii) keep such
registrations or qualifications in effect and comply with such laws so as to
permit the continuance of offers and
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sales in such jurisdictions for so long as may be necessary to enable any
Electing Holder or underwriter, if any, to complete its distribution of
Registrable Securities pursuant to the Shelf Registration Statement; and (iii)
take any and all other actions necessary or advisable to enable the disposition
in such jurisdictions of such Registrable Securities; provided, however, that in
no event shall the Company be obligated to (A) qualify as a foreign corporation
or as a dealer in securities in any jurisdiction where it would not otherwise be
required to so qualify but for this Section 3(h) or (B) file any general consent
to service of process in any jurisdiction where it is not then so subject.
(i) Except with respect to Registrable Securities in book-entry only
form, the Company shall cooperate with the Electing Holders to facilitate the
timely preparation and delivery of certificates representing Registrable
Securities to be sold pursuant to the Shelf Registration Statement, which shall
be free of any restrictive legends and in such denominations and registered in
such names as the Electing Holders may request a reasonable period of time prior
to sales of such Registrable Securities pursuant to the Shelf Registration
Statement.
(j) Upon the occurrence of any fact or event contemplated by clauses
(ii) through (v) of Section 3(d) above during the Registration Period, the
Company shall promptly prepare a post-effective amendment to the Shelf
Registration Statement or an amendment or supplement to the related Prospectus
or file any other required document or take such other action so that, (A) with
respect to clauses (ii) through (iv) of Section 3(d), the fact or event which
has led to the suspension of the use of the Prospectus is remedied, and (B) with
respect to clause (v) of Section 3(d), as thereafter delivered to purchasers of
the Registrable Securities included therein, the Prospectus will not include an
untrue statement of a material fact or omit to state any material fact necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading. If the Company provides notice to the Electing
Holders of the occurrence of any fact or event contemplated by clauses (ii)
through (v) of Section 3(d) above along with an instruction to suspend the use
of the Prospectus, the Electing Holder shall suspend the use of the Prospectus
until the requisite changes to the Prospectus have been made or such other
action is taken to remedy the fact or event that led to the suspension of the
use of the Prospectus.
(k) Not later than the Effective Time, the Company shall provide a
CUSIP number for the Registrable Securities that are debt securities.
(l) The Company will comply with all Rules and Regulations to the
extent and so long as they are applicable to the Shelf Registration Statement
and will make generally available to its securityholders (or otherwise provide
in accordance with Section 11(a) of the Securities Act) an earnings statement
satisfying the provisions of Section 11(a) of the Securities Act, no later than
45 days after the end of a 12-month period (or 90 days, if such period is a
fiscal year) beginning with the first month of the Company's first fiscal
quarter commencing after the effective date of the Shelf Registration Statement,
which statement shall cover such 12-month period. For purposes of this
paragraph, the term "effective date" with respect to the Shelf Registration
Statement shall have the meaning assigned to it in paragraph (c) of Rule 158 (or
any successor provision thereto) under the Securities Act.
(m) Not later than the Effective Time, the Company shall cause the
Indenture to be qualified under the Trust Indenture Act. In connection with such
qualification, the Company shall cooperate with the Trustee and the Holders (as
defined in the Indenture) to effect such changes to the Indenture as may be
required for such Indenture to be so qualified in accordance with the terms of
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the Trust Indenture Act; and the Company shall execute, and shall use its best
efforts to cause the Trustee to execute, all documents that may be required to
effect such changes and all other forms and documents required to be filed with
the Commission to enable such Indenture to be so qualified in a timely manner.
In the event that any such amendment or modification referred to in this Section
3(m) involves the appointment of a new trustee under the Indenture, the Company
shall appoint a new trustee thereunder pursuant to the applicable provisions of
the Indenture.
(n) The Company shall enter into such customary agreements
(including an underwriting agreement in customary form in the event of an
underwritten offering) and take all other appropriate action in order to
expedite and facilitate the registration and disposition of the Registrable
Securities.
(o) The Company shall: (i) make available for inspection by the
Electing Holders, any underwriter participating in any disposition pursuant to
the Shelf Registration Statement, and any attorney, accountant or other agent
retained by such Electing Holders or any such underwriter, at reasonable times
and in a reasonable manner, all relevant financial and other records, pertinent
corporate documents and properties of the Company and its subsidiaries; and (ii)
cause the Company's officers, directors and employees to supply all information
reasonably requested by such Electing Holders or any such underwriter, attorney,
accountant or agent in connection with the Shelf Registration Statement, in each
case, as is customary for similar due diligence examinations; provided that such
inspection and information gathering shall, to the greatest extent possible, be
coordinated by one counsel designated by and on behalf of the Electing Holders
and other parties; provided, further, that such persons shall, at the Company's
request, first agree in writing with the Company that any information that is
reasonably and in good faith designated by the Company in writing as
confidential at the time of delivery of such information shall be kept
confidential by such persons and shall be used solely for the purposes of
exercising rights under this Agreement, unless such disclosure is required by
law (including without limitation, in connection with the disposition of
Registrable Securities pursuant to the Shelf Registration Statement) or is made
in connection with a court proceeding, or such records, information or documents
become available to the public generally or lawfully through a third party
without an accompanying obligation of confidentiality.
(p) The Company will use its reasonable efforts to cause the Common
Stock issuable upon conversion of the Registrable Securities to be listed on the
New York Stock Exchange or other stock exchange or trading system on which the
Common Stock primarily trades on or prior to the 60th calendar day following the
Closing Date.
(q) In the event that any broker-dealer registered under the
Exchange Act shall underwrite, participate as a member of an underwriting
syndicate or selling group or assist in the distribution of any Registrable
Securities covered by the Shelf Registration Statement, whether as an Electing
Holder or as an underwriter, a placement or sales agent or a broker or dealer in
respect thereof, or otherwise, the Company shall assist such broker-dealer in
complying with the requirements of the NASD Rules, including, without
limitation, by (i) if the NASD Rules shall so require, engaging a "qualified
independent underwriter" (as defined in Rule 2720 of the NASD Rules (or any
successor provision thereto)) to participate in the preparation of the
registration statement relating to such Registrable Securities, to exercise
usual standards of due diligence in respect thereto and to recommend the public
offering price of such Registrable Securities, (B) indemnifying any such
qualified independent underwriter to the extent of the indemnification of
underwriters provided in Section 5 hereof, and (C) providing such information to
such broker-dealer
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as may be required in order for such broker-dealer to comply with the
requirements of the NASD Rules.
(r) The Company shall use its reasonable efforts to take all other
steps necessary to effect the registration, offering and sale of the Registrable
Securities covered by the Shelf Registration Statement contemplated hereby.
(s) The Company may require each Electing Holder to furnish to the
Company such information regarding the Electing Holder and the distribution of
the Registrable Securities as the Company may from time to time reasonably
request for inclusion in the Shelf Registration Statement, and the Company may
exclude from such registration the Registrable Securities of any Electing Holder
that unreasonably fails to furnish such information within a reasonable time
after receiving such request.
4. Registration Expenses. The Company will bear all Registration
Expenses incurred in connection with the performance of its obligations
hereunder. The Company will also bear or reimburse the Electing Holders for the
reasonable fees and disbursements of Wilson Sonsini Goodrich & Rosati,
Professional Corporation, as counsel for the Holders in connection with the
Shelf Registration Statement. Each Electing Holder shall pay all underwriting
discounts and commissions and transfer taxes, if any, and, subject to the
preceding sentence, the expenses of its own counsel, relating to the sale or
disposition of such Electing Holder's Registrable Securities pursuant to the
Shelf Registration Statement.
5. Indemnification and Contribution.
(a) Indemnification by the Company. The Company agrees to indemnify
and hold harmless each Electing Holder and each person, if any, who controls any
Electing Holder within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act, from and against any and all losses, claims,
damages and liabilities (including, without limitation, any legal or other
expenses reasonably incurred in connection with defending or investigating any
such action or claim) caused by any untrue statement or alleged untrue statement
of a material fact contained in the Shelf Registration Statement or any
amendment thereof, any preliminary prospectus or the Prospectus (as amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto), or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as such losses, claims, damages or
liabilities are caused by any such untrue statement or omission or alleged
untrue statement or omission based upon information relating to any Electing
Holder furnished to the Company in writing by such Electing Holder expressly for
use in the Shelf Registration Statement, any amendment thereof, any preliminary
prospectus, the Prospectus or any amendments or supplements thereto; and
provided, further, that the foregoing indemnity agreement with respect to any
preliminary prospectus shall not inure to the benefit of any Holder who failed
to deliver a Prospectus (as then amended or supplemented, provided by the
Company to the Holders in the requisite quantity and on a timely basis to permit
proper delivery on or prior to resale) to the person asserting any loss, claim,
damage, liability or expense caused by the untrue statement or alleged untrue
statement of a material fact contained in any preliminary prospectus, or caused
by any omission or alleged omission to state therein a material fact necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading, if such material misstatement or omission or alleged
material misstatement or
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omission was cured, as determined by a court of competent jurisdiction in a
decision not subject to further appeal, in such Prospectus and such Prospectus
was required by law to be delivered at or prior to the written confirmation of
the resale of such Registrable Securities to such person. In connection with any
underwritten offering permitted hereunder, the Company will also indemnify the
underwriters, their officers and directors and each person who controls such
underwriters (within the meaning of the Securities Act and the Exchange Act) to
the same extent as provided above with respect to the indemnification of the
Electing Holders, if requested by such Electing Holders.
(b) Indemnification by the Electing Holders. Each Electing Holder
agrees, severally and not jointly, to indemnify and hold harmless the Company,
the directors of the Company, the officers of the Company who sign the Shelf
Registration Statement and each person, if any, who controls the Company within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act from and against any and all losses, claims, damages and
liabilities (including, without limitation, any legal or other expenses
reasonably incurred in connection with defending or investigating any such
action or claim) caused by any untrue statement or alleged untrue statement of a
material fact contained in the Shelf Registration Statement or any amendment
thereof, any preliminary prospectus or the Prospectus (as amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto), or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, but only with reference to information relating to such
Electing Holder furnished to the Company in writing by such Electing Holder
expressly for use in the Shelf Registration Statement, any amendment thereof,
any preliminary prospectus, the Prospectus or any amendments or supplements
thereto. In no event shall the liability of any Electing Holder hereunder be
greater in amount than the dollar amount of the proceeds received by such
Electing Holder from the sale of such Electing Holder's Registrable Securities
(after deducting any fees, discounts and commissions applicable thereto)
pursuant to the Shelf Registration Statement.
(c) Indemnification Procedures. In case any proceeding (including
any governmental investigation) shall be instituted involving any person in
respect of which indemnity may be sought pursuant to this Section 5, such person
(the "INDEMNIFIED PARTY") shall promptly notify the person against whom such
indemnity may be sought (the "INDEMNIFYING PARTY") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the reasonable fees and disbursements of such counsel related to such
proceeding. In any such proceeding, any indemnified party shall have the right
to retain its own counsel, but the fees and expenses of such counsel shall be at
the expense of such indemnified party unless (i) the indemnifying party and the
indemnified party shall have mutually agreed to the retention of such counsel or
(ii) the named parties to any such proceeding (including any impleaded parties)
include both the indemnifying party and the indemnified party and representation
of both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. It is understood that the
indemnifying party shall not, in respect of the legal expenses of any
indemnified party in connection with any proceeding or related proceedings in
the same jurisdiction, be liable for the fees and expenses of more than one
separate firm (in addition to any local counsel) for all indemnified parties,
and that all such fees and expenses shall be reimbursed as they are incurred. In
the case of any such separate firm for the Electing Holders and such control
persons of any Electing Holders, such firm shall be designated in writing by the
Electing Holders holding a majority of the Registrable Securities
-11-
covered by the Shelf Registration Statement. In the case of any such separate
firm for the Company and such directors, officers and control persons of the
Company, such firm shall be designated in writing by the Company. The
indemnifying party shall not be liable for any settlement of any proceeding
effected without its written consent, but if settled with such consent or if
there be a final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or liability by reason
of such settlement or judgment. Notwithstanding the foregoing sentence, if at
any time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for the reasonable fees and expenses of counsel
as contemplated by the second and third sentences of this paragraph, the
indemnifying party agrees that it shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than 30 days after receipt by such indemnifying party of the
aforesaid request and (ii) such indemnifying party shall not have reimbursed the
indemnified party in accordance with such request prior to the date of such
settlement. No indemnifying party shall, without the prior written consent of
the indemnified party, effect any settlement of any pending or threatened
proceeding in respect of which any indemnified party is or could have been a
party and indemnity could have been sought hereunder by such indemnified party,
unless such settlement includes an unconditional release of such indemnified
party from all liability on claims that are the subject matter of such
proceeding.
(d) Contribution Agreement. To the extent the indemnification
provided for in paragraph (a) or paragraph (b) of this Section 5 is unavailable
to an indemnified party or insufficient in respect of any losses, claims,
damages or liabilities referred to therein, then each indemnifying party under
such paragraph, in lieu of indemnifying such indemnified party thereunder, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities in such proportion as is
appropriate to reflect the relative fault of the indemnifying party or parties
on the one hand and of the indemnified party or parties on the other hand in
connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of the Company on the one hand and the
Electing Holders on the other hand shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Company or by the Electing Holders and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Electing Holders' respective obligations
to contribute pursuant to this Section 5(d) are several in proportion to the
respective principal amount of Registrable Securities of each such Electing
Holder that were registered pursuant to the Shelf Registration Statement, and
not joint.
(e) Contribution Amounts. The Company and the Electing Holders agree
that it would not be just or equitable if contribution pursuant to Section 5(d)
were determined by pro rata allocation (even if the Electing Holders were
treated as one entity for such purpose) or by any other method of allocation
that does not take account of the equitable considerations referred to in
Section 5(d). The amount paid or payable by an indemnified party as a result of
the losses, claims, damages and liabilities referred to in Section 5(d) shall be
deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 5, no Electing Holder shall be required to contribute
any amount in excess of the amount by which the total price at which Registrable
Securities sold by such Electing Holder
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exceeds the amount of any damages that such Electing Holder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
(f) Remedies Not Exclusive. The remedies provided for in this
Section 5 are not exclusive and shall not limit any rights or remedies that may
otherwise be available to any indemnified party at law or in equity.
(g) Survival of Provisions. The indemnity and contribution
provisions contained in this Section 5 shall remain operative and in full force
and effect regardless of (i) any termination of this Agreement, (ii) any
investigation made by or on behalf of any Electing Holder or any person
controlling any Electing Holder, or by or on behalf of the Company, its officers
or directors or any person controlling the Company and (iii) any sale of the
Registrable Securities pursuant to the Shelf Registration Statement.
6. Underwritten Offering. With the prior written agreement of the
Company any Holder who desires to do so may sell Registrable Securities (in
whole or in part) in a registration in which such securities are sold to an
underwriter for reoffering to the public pursuant to the Shelf Registration
Statement (an "UNDERWRITTEN OFFERING"). Upon receipt of such a request, the
Company shall provide all Holders written notice of the request, which notice
shall inform such Holders that they have the opportunity to participate in the
Underwritten Offering. In any such Underwritten Offering, the Managing
Underwriters will be selected by, and the underwriting arrangements with respect
thereto (including the size of the offering) will be approved by, the holders of
a majority of the Registrable Securities to be included in such offering;
provided, however, that such Managing Underwriters and underwriting arrangements
must be reasonably satisfactory to the Company. No Holder may participate in any
Underwritten Offering contemplated hereby unless (a) such Holder agrees to sell
such Holder's Registrable Securities to be included in the Underwritten Offering
in accordance with any approved underwriting arrangements, (b) such Holder
completes and executes all reasonable questionnaires, powers of attorney,
indemnities, underwriting agreements, lock-up letters and other documents
required under the terms of such approved underwriting arrangements, and (c) if
such Holder is not then an Electing Holder, such Holder returns a completed and
signed Notice and Questionnaire to the Company in accordance with Section
3(a)(ii) hereof within a reasonable amount of time before such Underwritten
Offering. Notwithstanding the foregoing, upon receipt of a request from the
Managing Underwriters or a representative of holders of a majority of the
Registrable Securities to be included in an Underwritten Offering to prepare and
file an amendment or supplement to the Shelf Registration Statement and
Prospectus in connection with an Underwritten Offering, the Company may delay
the filing of any such amendment or supplement for up to 30 days if the Board of
Directors of the Company shall have determined in good faith that the Company
has a bona fide business reason for such delay.
7. Additional Interest.
(a) The occurrence of any of the following will constitute an "EVENT
OF DEFAULT" hereunder:
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(i) the Company fails to file a Shelf Registration Statement
with the Commission on or prior to the 90th day following the Closing Date;
(ii) such Shelf Registration Statement is not declared
effective by the Commission on or prior to the 180th day following the Closing
Date;
(iii) the Company fails to file a post-effective amendment to
the Shelf Registration Statement, or the post-effective amendment is not
declared effective, within the periods required by Section 3(a)(ii) hereof; or
(iv) the Shelf Registration Statement ceases to be effective (or the Company
prevents or restricts Holders from effecting sales pursuant thereto) for more
than 30 days, whether or not consecutive, in any 90-day period, or for more than
90 days, whether or not consecutive, during any 365-day period. In calculating
the 30 or 90 day period, days on which the Company has been obligated to pay
Additional Interest in respect of a prior Event of Default under this clause
(iv) within the applicable 90-day or 365-day period, as the
case may be, shall not be included.
(b) Upon the occurrence of any Event of Default, the Company shall
be required to pay additional interest ("ADDITIONAL INTEREST") at a rate per
annum equal to one-quarter of one percent (0.25%) of the aggregate principal
amount of Registrable Securities, from and including the Default Date (as
hereinafter defined) to but excluding the Default Termination Date (as
hereinafter defined) (the "DEFAULT PERIOD"); provided, however, that if the
Default Period exceeds 90 days, from and after the 91st day after the Default
Date such Additional Interest shall accrue at a rate per annum equal to one-half
of one percent (0.50%) of the aggregate principal amount of Registrable
Securities. The term "DEFAULT DATE" shall mean: (i) with respect to clause (i)
of Section 7(a) above, the 91st calendar day following the Closing Date; (ii)
with respect to clause (ii) of Section 7(a) above, the 181st calendar day
following the Closing Date; (iii) with respect to clause (iii) of Section 7(a)
above, the first day following the date upon which the post-effective amendment
was required to be filed or declared effective, as the case may be, pursuant to
Section 3(a)(ii) above; and (iv) with respect to clause (iv) of Section 7(a)
above, the 31st day of such 90-day period or the 91st day of such 365-day
period, as the case may be. The term "DEFAULT TERMINATION DATE" shall mean (x)
with respect to clauses (i) through (iii) of Section 7(a) above, the date the
Shelf Registration Statement or the post-effective amendment, as the case may
be, is either so filed or so filed and subsequently declared effective, as the
case may be, and (y) with respect to clause (iv) of Section 7(a) above, the date
the Shelf Registration Statement again becomes effective or the Holders of
Registrable Securities are again able to make sales under the Shelf Registration
Statement. Notwithstanding the foregoing, no Additional Interest shall accrue as
to any Registrable Security from and after the earlier of (1) the date such
security is no longer a Registrable Security and (2) the expiration of the
Registration Period.
(c) Any amounts to be paid as Additional Interest shall be paid
semi-annually in arrears, with the first semi-annual payment due on the first
Interest Payment Date (as defined in the Indenture), as applicable, following
the applicable Default Date. In determining the amount of Additional Interest to
be paid with respect to shares of Common Stock issued upon conversion of the
Securities, the rate set forth in Section 7(b) hereof shall be applied to the
Conversion Price(s) (as defined in the Indenture) in effect during the
applicable Default Period.
-14-
(d) Except as provided in Section 8(a) hereof, the Additional
Interest shall be the exclusive monetary remedy available to the Holders for
Events of Default. In no event shall the Company be required to pay Additional
Interest in excess of the applicable maximum amount of one-half of one percent
(0.5%) set forth above, regardless of whether one or multiple Events of Default
exist.
8. Miscellaneous.
(a) Specific Performance. The parties hereto acknowledge that there
would be no adequate remedy at law if the Company fails to perform any of its
obligations hereunder and that the Initial Purchaser and the Holders from time
to time may be irreparably harmed by any such failure, and accordingly agree
that the Initial Purchaser and such Holders, in addition to any other remedy to
which they may be entitled at law or in equity and without limiting the remedies
available to the Electing Holders under Section 7 hereof, shall be entitled to
compel specific performance of the obligations of the Company under this
Agreement in accordance with the terms and conditions of this Agreement, in any
court of the United States or any State thereof having jurisdiction.
(b) Amendments and Waivers. The provisions of this Agreement may not
be amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, except by the Company and the consent of
the Holders of a majority in principal amount of the Registrable Securities then
outstanding (provided that holders of Common Stock issued upon conversion of
Securities shall not be deemed holders of Common Stock, but shall be deemed to
be holders of the aggregate principal amount of Securities from which such
Common Stock was converted). Each Holder of Registrable Securities outstanding
at the time of any such amendment, waiver or consent or thereafter shall be
bound by any amendment, modification, supplement, waiver or consent effected
pursuant to this Section 8(b). (c) Notices. All notices and other communications
provided for or permitted hereunder shall be given as provided in the Indenture.
(d) Parties in Interest. The parties to this Agreement intend that
all Holders of Registrable Securities shall be entitled to receive the benefits
of this Agreement and that any Electing Holder shall be bound by the terms and
provisions of this Agreement by reason of such election with respect to the
Registrable Securities which are included in a Shelf Registration Statement. All
the terms and provisions of this Agreement shall be binding upon, shall inure to
the benefit of and shall be enforceable by the respective successors and assigns
of the parties hereto and any Holder from time to time of the Registrable
Securities. In the event that any transferee of any Holder shall acquire
Registrable Securities, in any manner, whether by gift, bequest, purchase,
operation of law or otherwise, such transferee shall, without any further
writing or action of any kind, be entitled to receive the benefits of and, if an
Electing Holder, be conclusively deemed to have agreed to be bound by and to
perform all of the terms and provisions of this Agreement to the aforesaid
extent.
(e) Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
-15-
(f) Headings. The headings of the sections of this Agreement have
been inserted for convenience of reference only and shall not be deemed a part
of this Agreement.
(g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE.
(h) Partial Enforceability. The invalidity or unenforceability of
any section, paragraph or provision of this Agreement shall not affect the
validity or enforceability of any other section, paragraph or provision hereof.
If any section, paragraph or provision of this Agreement is for any reason
determined to be invalid or unenforceable, there shall be deemed to be made such
minor changes (and only such minor changes) as are necessary to make it valid
and enforceable.
(i) Survival. The respective indemnities, agreements,
representations, warranties and other provisions set forth in this Agreement or
made pursuant hereto shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Electing Holder, any director, officer or partner of such Holder, or any
controlling person of any of the foregoing, and shall survive the transfer and
registration of the Registrable Securities of such Holder.
[Remainder of page intentionally left blank]
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Please confirm that the foregoing correctly sets forth the agreement
between the Company and you.
Very truly yours,
OIL STATES INTERNATIONAL, INC.
By: /s/ CINDY B. TAYLOR
-------------------------
Name: Cindy B. Taylor
Title: Senior Vice President
and Chief Financial
Officer
Accepted as of the date hereof
RBC CAPITAL MARKETS CORPORATION
By: /s/ JOSEPH L. MOREA
---------------------------
Name: Joseph L. Morea
Title: Managing Director
APPENDIX A
OIL STATES INTERNATIONAL, INC.
SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE
The undersigned beneficial holder of 2-3/8% Contingent Convertible Senior
Notes due 2025 (the "Notes") of Oil States International, Inc. (the "Company")
or common stock, par value $0.01 per share, issuable upon conversion of the
Notes (the "Common Stock" and together with the Notes, the "Registrable
Securities"), of the Company understands that the Company has filed or intends
to file with the Securities and Exchange Commission a registration statement on
appropriate form (the "Shelf Registration Statement") for the registration and
resale under Rule 415 of the Securities Act of 1933, as amended, of the
Registrable Securities in accordance with the terms of the Registration Rights
Agreement, dated as of June 21, 2005 (the "Registration Rights Agreement"),
among the Company and RBC Capital Markets Corporation. A copy of the
Registration Rights Agreement is available from the Company upon request at the
address set forth below. All capitalized terms not otherwise defined herein
shall have the meanings ascribed thereto in the Registration Rights Agreement.
To be named as a selling securityholder in the Shelf Registration
Statement when it first becomes effective, holders must complete and deliver
this questionnaire at least two business days before the effectiveness of the
Shelf Registration Statement. Upon receipt of a completed questionnaire from a
beneficial owner following the effectiveness of the Shelf Registration
Statement, the Company will prepare and file (a) a prospectus supplement, as
promptly as practicable, or (b) if required, such amendments to the Shelf
Registration Statement within the 30-day period referred to below as are
necessary to permit such holder to deliver such prospectus to purchasers of
Registrable Securities. Any holder that does not complete and deliver a
questionnaire or provide such other information will not be named as a selling
securityholder in the prospectus and therefore will not be permitted to sell any
Registrable Securities under the Shelf Registration Statement.
Certain legal consequences arise from being named as a selling
securityholder in the Shelf Registration Statement and the related prospectus.
Accordingly, holders and beneficial owners of Registrable Securities are advised
to consult their own securities law counsel regarding the consequences of being
named or not being named as a selling securityholder in the Shelf Registration
Statement and the related prospectus.
NOTICE
The undersigned beneficial owner (the "Selling Securityholder") of
Registrable Securities hereby gives notice to the Company of its intention to
sell or otherwise dispose of Registrable Securities beneficially owned by it and
listed below in Item 3 (unless otherwise specified under Item 3) pursuant to the
Shelf Registration Statement. The undersigned, by signing and returning this
Notice and Questionnaire, understands and agrees that it will be bound by the
terms and conditions of this Notice and Questionnaire and the Registration
Rights Agreement.
The Selling Securityholder hereby provides the following information to
the Company and represents and warrants that such information is accurate and
complete:
QUESTIONNAIRE
(1) Name of Selling Securityholder, Registered Holder and DTC Participant:
(a) Full Legal Name of Selling Securityholder:
___________________________________________________________________
(b) Full Legal Name of Registered Holder (if not the same as in (a)
above) Through Which Transfer Restricted Securities Listed in Item
(3) below are Held:
____________________________________________________________________
(c) Full Legal Name of DTC Participant (if applicable and if not the
same as (b) above) Through Which Registrable Securities Listed in
Item (3) below are Held:
____________________________________________________________________
(2) Address for Notices to Selling Securityholder:
__________________________________________________________________________
Telephone: _______________________________________________________________
Fax: _____________________________________________________________________
Contact Person: __________________________________________________________
(3) Beneficial Ownership of Securities:
Except as set forth below in this Item (3), the undersigned does not
beneficially own any Registrable Securities.
(a) Principal amount at maturity of Registrable Securities beneficially
owned:
____________________________________________________________________
CUSIP No(s). of such Registrable Securities:
____________________________________________________________________
Number of shares of Common Stock (if any) issued upon conversion of
such Registrable Securities:
____________________________________________________________________
(b) Principal amount at maturity of securities of the Company other than
Registrable Securities beneficially owned:
____________________________________________________________________
CUSIP No(s). of such other securities:
____________________________________________________________________
Number of Shares (if any) issued upon conversion of such other
securities:
____________________________________________________________________
(c) Principal amount at maturity of Registrable Securities which the
undersigned wishes to be included in the Shelf Registration
Statement: _________________________________________________________
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____________________________________________________________________
CUSIP No(s). of such Registrable Securities to be included in the
Shelf Registration Statement:
____________________________________________________________________
Number of Shares (if any) issued upon conversion, repurchase or
redemption of Registrable Securities which are to be included in the
Shelf Registration Statement:
(4) Beneficial Ownership of Other Securities of the Company:
Except as set forth in this Item (4), the undersigned Selling
Securityholder is not the beneficial or registered owner of any shares of
Common Stock or any other securities of the Company, other than the
Registrable Securities and other securities of the Company listed above in
Item (3).
State any exceptions here: _______________________________________________
(5) Relationships with the Company:
Except as set forth below, neither the Selling Securityholder nor any of
its affiliates, officers, directors or principal equity holders (5% or
more) has held any position or office or has had any other material
relationship with the Company (or its predecessors or affiliates) during
the past three years.
State any exceptions here: _______________________________________________
(6) Beneficial Ownership by Natural Persons:
If the Selling Securityholder is an entity, does any natural person have
voting or investment power over the Registrable Securities held by the
Selling Securityholder?
Yes [ ] No [ ]
If so, please state that person's or persons' name(s):
__________________________________________________________________________
(7) Short Positions in the Company's Common Stock:
Except as set forth below, the undersigned Selling Securityholder does not
have any open short positions in the Company's Common Stock:
__________________________________________________________________________
By signing below, the undersigned hereby confirms to the Company that it
has reviewed and understood Telephone Interpretation A. 65 of the Division
of Corporation Finance's Manual of Publicly Available Telephone
Interpretations (July 1997), which provides as follows:
An issuer filed a Form S-3 registration statement for a secondary offering
of common stock which is not yet effective. One of the selling
shareholders wanted to do a short sale of common stock "against the box"
and cover the short sale with registered shares after the effective date.
The issuer was advised that the short sale could not be made before the
registration statement becomes effective, because the shares underlying
the short sale are
-3-
deemed to be sold at the time such sale is made. There would, therefore,
be a violation of Section 5 if the shares were effectively sold prior to
the effective date.
(8) Registered Broker-Dealers:
(a) Is the Selling Securityholder:
(i) a broker-dealer: Yes [ ] No [ ]
(ii) an affiliate of a broker-dealer: Yes [ ] No [ ]
(b) If the Selling Securityholder is an affiliate of a broker-dealer,
indicate the nature of the affiliation.
____________________________________________________________________
(c) Except as set forth below, IF THE UNDERSIGNED IS AN AFFILIATE OF A
BROKER-DEALER, the undersigned represents and warrants that it
bought the Registrable Securities in the ordinary course of business
and at the time of the purchase had no agreements or understandings,
directly or indirectly, with any person to distribute the
Registrable Securities.
____________________________________________________________________
(d) IF THE UNDERSIGNED IS A REGISTERED BROKER-DEALER, please indicate
whether the undersigned purchased its Registrable Securities for
investment or acquired them as transaction-based compensation for
investment banking or similar services.
____________________________________________________________________
NOTE: The Company is required to identify you as an underwriter in
the Shelf Registration Statement and related Prospectus if either:
(i) the undersigned is a registered broker-dealer and received its
Registrable Securities other than as transaction-based
compensation, OR
(ii) the undersigned is an affiliate of a broker-dealer who did not
buy Registrable Securities in the ordinary course of business
and at the time of your purchase had an agreement or
understanding, directly or indirectly, with any person to
distribute the Registrable Securities.
(e) Except as set forth below, if the undersigned is a registered
broker-dealer, the undersigned does not plan to make a market in the
Registrable Securities. If the undersigned plans to make a market in
the Registrable Securities, please indicate whether you plan to use
the prospectus relating to the Registrable Securities as a
market-making prospectus.
____________________________________________________________________
(9) Plan of Distribution:
Except as set forth below, the undersigned Selling Securityholder intends
to distribute the Registrable Securities listed above in Item (3) only as
follows (if at all): Such Registrable Securities may be sold from time to
time directly by the undersigned Selling Securityholder or, alternatively,
through underwriters, broker-dealers or agents. If the Registrable
-4-
Securities are sold through underwriters, broker-dealers or agents, the
Selling Securityholder will be responsible for underwriting discounts or
commissions or agent's commissions. Such Registrable Securities may be
sold in one or more transactions at fixed prices, at prevailing market
prices at the time of sale, at varying prices determined at the time of
sale, or at negotiated prices. Such sales may be effected in transactions
(which may involve crosses or block transactions) (i) on any national
securities exchange or quotation service on which the Registered
Securities may be listed or quoted at the time of sale, (ii) in the
over-the-counter market, (iii) in transactions otherwise than on such
exchanges or services or in the over-the-counter market, or (iv) through
the writing of options. In connection with sales of the Registrable
Securities or otherwise, the undersigned may enter into hedging
transactions with broker-dealers, which may in turn engage in short sales
of the Registrable Securities and deliver Registrable Securities to close
out such short positions, or loan or pledge Registrable Securities to
broker-dealers that in turn may sell such Registrable Securities.
State any exceptions here: _______________________________________________
Note: In no event may such method(s) of distribution take the form of an
underwritten offering of the Registrable Securities without the prior
agreement of the Company.
(10) Status at Time of Effectiveness of the Shelf Registration Statement: If
you are returning this Notice and Questionnaire after the Effective Time:
[ ] At the Effective Time or at the time a post-effective amendment
became effective, the Notes referred to by you in Section 3(a),
above, were beneficially owned by a person named as a selling
securityholder in the Shelf Registration Statement and identified as
being beneficially owned by such selling securityholder in the Shelf
Registration Statement at the time the Shelf Registration Statement
became effective or such post-effective amendment became effective;
or
[ ] You are unable to determine (because of insufficient information
or otherwise) whether the foregoing circumstances were met or they
were not met.
PLEASE NOTE: IF YOU ARE RETURNING THIS NOTICE AND QUESTIONNAIRE AFTER THE
EFFECTIVE TIME, UNLESS YOU QUALIFY FOR AND CHECK THE FIRST BOX, ADDING YOU TO
THE SHELF REGISTRATION STATEMENT MAY REQUIRE A POST-EFFECTIVE AMENDMENT. THE
COMPANY IS NOT REQUIRED TO FILE MORE THAN ONE POST-EFFECTIVE AMENDMENT TO THE
SHELF REGISTRATION STATEMENT FOR THE PURPOSE OF NAMING HOLDERS AS SELLING
SECURITYHOLDERS DURING ANY THIRTY (30) DAY PERIOD.
By signing below, the Selling Securityholder acknowledges that it
understands its obligation to comply, and agrees that it will comply, with the
provisions of the Exchange Act and the rules to regulations thereunder,
particularly Regulation M. The undersigned agrees that neither it nor any person
acting on its behalf will engage in any transaction, or fail to take such
action, in violation of such provisions.
In the event that the Selling Securityholder transfers all or any portion
of the Registrable Securities listed in Item (3) above after the date on which
such information is provided to the Company, the Selling Securityholder agrees
to notify in writing the Company and any transferee(s) at the time of the
transfer of its rights and obligations under this Notice and Questionnaire and
the Registration Rights Agreement.
-5-
By signing below, the Selling Securityholder consents to the disclosure of
the information contained herein in its answers to Items (1) through (10) above
and the inclusion of such information in the Shelf Registration Statement and
related prospectus. The Selling Securityholder understands that such information
will be relied upon by the Issuer in connection with the preparation of the
Shelf Registration Statement and related prospectus.
The Selling Securityholder hereby acknowledges its obligations under the
Registration Rights Agreement to indemnify and hold harmless certain persons
under certain circumstances as set forth herein.
Pursuant to the Registration Rights Agreement, the Company has agreed
under certain circumstances to indemnify the Selling Securityholders against
certain liabilities.
All notices to the Company hereunder and pursuant to the Registration
Rights Agreement shall be made in writing, by hand-delivery, first class mail,
facsimile transmission or air courier guaranteeing overnight delivery as
follows:
Oil States International, Inc.
Three Allen Center
333 Clay Street, Suite 4620
Houston, Texas 77002
Telephone: (713) 652-0582
Facsimile: (713) 652-0499
Attention: Cindy B. Taylor
IN WITNESS WHEREOF, the undersigned by authority duly given, has caused
this Selling Securityholder Notice and Questionnaire to be executed and
delivered either in person or by its duly authorized agent.
Dated:
BENEFICIAL OWNER
By: ________________________________
Name: ______________________________
Title: _____________________________
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