1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 27, 1998
REGISTRATION NO. 333-47345
================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
AMENDMENT NO. 1
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
DAILEY INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1389 76-0503351
(State or other jurisdiction of Primary Industrial Classification (I.R.S. Employer
incorporation or organization) Code Number Identification No.)
2507 NORTH FRAZIER
CONROE, TEXAS 77305
(281) 350-3399
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
---------------------
WILLIAM D. SUTTON
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
DAILEY PETROLEUM SERVICES CORP.
2507 NORTH FRAZIER
CONROE, TEXAS 77305
(281) 350-3399
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------
COPY TO:
ROBERT F. GRAY, JR.
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: As soon as
practicable after the effective date of this Registration Statement.
If 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, please 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, 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. [ ]
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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2
TABLE OF ADDITIONAL REGISTRANTS
ADDRESS, INCLUDING
ZIP CODE, AND
TELEPHONE
NUMBER,
INCLUDING AREA
STATE OR PRIMARY STANDARD CODE, OF
OTHER INDUSTRIAL REGISTRANT'S
JURISDICTION OF CLASSIFICATION IRS EMPLOYER PRINCIPAL EXECUTIVE
NAME INCORPORATION CODE NO. ID NO. OFFICES
---- --------------- ---------------- ------------ -------------------
Dailey Energy Services, Inc. ......... Delaware 8999 76-0066576 *
Dailey International Sales
Corporation......................... Delaware 8999 74-1869524 *
Columbia Petroleum Services Corp...... Delaware 8999 76-0074604 *
International Petroleum Services,
Inc................................. Delaware 8999 76-0084387 *
Dailey Environmental Remediation
Technologies, Inc................... Texas 8999 76-0276940 *
Dailey Worldwide Services, Corp....... Texas 8999 76-0477660 *
Air Drilling International, Inc....... Delaware 1380 84-1305964 *
Air Drilling Services, Inc............ Wyoming 1380 83-0181069 *
- ---------------
* 2507 North Frazier, Conroe, Texas 77305, telephone (281) 350-3399.
3
EXPLANATORY NOTE
Dailey International Inc. has prepared this Amendment No. 1 for the purpose
of filing with the Securities & Exchange Commission certain exhibits to this
Registration Statement. Amendment No. 1 does not modify any provision of the
Prospectus included in the Registration Statement; accordingly, such Prospectus
have not been added included herein.
4
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Delaware law, a corporation may include provisions in its certificate
of incorporation that will relieve its directors of monetary liability for
breaches of their fiduciary duty to the corporation, except under certain
circumstances, including a breach of the director's duty of loyalty, acts or
omissions of the director not in good faith or which involve intentional
misconduct or a knowing violation of law, the approval of an improper payment of
a dividend or an improper stock repurchase or redemption or any transaction from
which the director derived an improper personal benefit. The Company's Restated
Certificate of Incorporation provides that the Company's directors are not
liable to the Company or its stockholders for monetary damages for breach of
their fiduciary duty, subject to the described exceptions specified by Delaware
law.
Section 145 of the General Corporation Law of the State of Delaware grants
to the Company the authority to indemnify each officer and director of the
Company against liabilities and expenses incurred by reason of the fact that he
is or was an officer or director of the Company 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 Company and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The determination as to
whether a person seeking indemnification has met the required standard of
conduct is to be made (i) by a majority vote of a quorum of disinterested
members of the board of directors, or (ii) by independent legal counsel in a
written opinion, if such quorum does not exist or if the disinterested directors
so direct, or (iii) by the stockholders. The Bylaws provided for indemnification
of each officer and director of the Company to the fullest extent permitted by
Delaware law.
In a suit brought to obtain a judgment in the corporation's favor, whether
by the Company itself or derivatively by a stockholder, Section 145 of the
General Corporation Law of the State of Delaware only allows the Company to
indemnify for expenses, including attorney's fees, actually and reasonably
incurred in connection with the defense or settlement of the case, and the
Company may not indemnify for amounts paid in satisfaction of a judgment or in
settlement of the claim. In any such action, no indemnification may be paid in
respect of any claim, issue or matter as to which such persons shall have been
adjudged liable to the Company as otherwise approved by the Delaware Court of
Chancery or the court in which the claim was brought. According to the statute,
in any other type of proceeding, the indemnification may extend to judgments,
fines and amounts paid in settlement, actually and reasonably incurred in
connection with such other proceeding, as well as to expenses (including
attorneys' fees).
Section 145 of the General Corporation Law of the State of Delaware also
allows the Company to purchase and maintain insurance on behalf of any person
who is or was an officer or director of the Company against liability asserted
against or incurred by him in any such capacity, whether or not the Company
would have the authority to indemnify such officer or director against such
liability under the provisions of Section 145. The Company has purchased and
maintains a directors' and officers' liability policy for such purposes.
The Company's Bylaws provided for the indemnification of its officers and
directors and the advancement to them of expenses in connection with proceedings
and claims, to the fullest extent permitted under the General Corporation Law of
the State of Delaware. Such indemnification may be made even though directors
and officers wold not otherwise be entitled to indemnification under other
provisions by the Bylaws.
The above discussion of the General Corporation Law of the State of
Delaware and of the Certificate of Incorporation and Bylaws is not intended to
be exhaustive and is qualified in its entirety by such statute and the Restated
Certificate of Incorporation and Bylaws.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Registrants
pursuant to the foregoing provisions, the Registrants have been informed that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and therefore is unenforceable.
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ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
EXHIBIT
NUMBER DESCRIPTION
------- -----------
*3.1 -- Restated Certificate of Incorporation.
*3.2 -- Restated Bylaws of the Company.
3.3 -- Amendment to Restated Certificate of Incorporation dated
October 7, 1997 (included with the initial filing of this
Registration Statement).
3.4 -- Certificate/Articles of Incorporation, as amended (if
applicable) and Bylaws, as amended (if applicable) of
each of the following Subsidiary Guarantors: Dailey
Energy Services, Inc.; Dailey International Sales Corp.;
Columbia Petroleum Services Corp.; International
Petroleum Services, Inc., Dailey Environmental
Remediation Technologies, Inc.; Dailey Worldwide
Services, Corp.; Air Drilling International, Inc.; and
Air Drilling Services, Inc.
4.1 -- Form of Class A Common Stock Certificate (included with
the initial filing of this Registration Statement).
4.2 -- See Exhibits 3.1, 3.2 and 3.3 for provisions of the
Restated Certificate of Incorporation and Restated Bylaws
of the Company defining the rights of the holders of
Class A Common Stock.
4.3 -- Indenture Dated February 13, 1998, by and between the
Company, the Subsidiary Guarantors and the U.S. Trust
Company of Texas, N.A. relating to the Company's 9 1/2%
Senior Notes Due 2008 (included with the initial filing
of this Registration Statement).
4.4 -- Form of Note for the Company's Senior Notes Due 2008
(included with the initial filing of this Registration
Statement).
4.5 -- Registration Rights Agreement dated February 13, 1998
relating to the Outstanding Notes.
4.6 -- See Exhibits 10.1 through 10.16 for additional
instruments defining the rights of holders of long-term
debt of the Company and its Subsidiaries.
5.1 -- Opinion of Fulbright & Jaworski L.L.P. (included with the
initial filing of this Registration Statement).
5.2 -- Opinion of Brown, Drew, Massey & Sullivan (included with
the initial filing of this Registration Statement).
*10.1 -- Relationship Agreement by and between the Company and
Lawrence Industries, Inc.
*10.2 -- Office Lease Agreement by and between the Company as
lessee and Lawrence International, Inc. as lessor.
*10.3 -- Registration Rights Agreement by and between the Company
and Lawrence Industries, Inc.
+*10.4 -- Dailey Petroleum Services Corp. 1996 Key Employee Stock
Plan.
+*10.5 -- Dailey Petroleum Services Corp. 1996 Non-Employee
Director Stock Option Plan.
*10.6 -- Tax Allocation Agreement by and between the Company and
Lawrence Industries, Inc.
*10.7 -- Form of Indemnification Agreement between the Company and
its directors.
*10.8 -- Form of Indemnification Agreement between the Company and
its executive officers.
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EXHIBIT
NUMBER DESCRIPTION
------- -----------
**10.9 -- Stock Purchase and Sale Agreement dated May 8, 1997 (the
"Stock Purchase Agreement"), by and among the Company,
ADI, the Shareholders of ADI, and the Preferred
Shareholders of Air Drilling Services, Inc.
**10.10 -- First Amendment to Stock Purchase Agreement dated May 30,
1997, by and among the Company, ADI, the Shareholders of
ADI, and the Preferred Shareholders of Air Drilling
Services, Inc.
**10.11 -- Escrow Agreement dated June 20, 1997, by and among the
Company, the Shareholders and Warrantholders of ADI (the
"Shareholders"), and U.S. Trust Company of Texas, N.A.
(the "Escrow Agent").
***10.12 -- Asset Purchase Agreement dated effective as of November
30, 1997 (the "Asset Purchase Agreement"), by and among
the Company, DWS/DAMCO and the shareholders of each of
DWS, DSI and DTSI.
******10.13 -- Escrow Agreement dated January 28, 1998, by and among the
Company, DWS, DSI, DTSI, the Shareholder Representatives,
and U.S. Trust Company of Texas, National Association
(the "Escrow Agent").
**10.14 -- Third Amended and Restated Loan Agreement dated June 20,
1997 (the "Loan Agreement"), by and between the Company,
the financial institutions from time to time a party
thereto, and Wells Fargo Bank (Texas), National
Association, as Agent.
10.15 -- First Amendment to the Loan Agreement dated January 28,
1998, by and between the Company, the financial
institutions from time to time a party thereto, and Wells
Fargo Bank (Texas), National Association, as Agent
(included with the initial filing of this Registration
Statement).
**10.16 -- Third Amended and Restated Commercial Security Agreement
dated June 20, 1997, between Wells Fargo Bank (Texas),
National Association, as Agent, the Banks from time to
time a party to the Loan Agreement and the Company.
**10.17 -- Form of Guaranty Agreement dated June 20, 1997 between
Wells Fargo Bank (Texas), National Association, as Agent,
the Banks from time to time a party to the Loan Agreement
and each of the following subsidiaries of the Company:
Dailey Energy Services, Inc., Dailey Petroleum Sales
Corp., International Petroleum Sales Corp., Columbia
Petroleum Services Corp., Dailey Worldwide Services,
Corp., Dailey Environmental Remediation and Technologies,
Inc., Air Drilling International, Inc., and Air Drilling
Services, Inc.
**10.18 -- Form of Security Pledge Agreement dated June 20, 1997,
between Wells Fargo Bank (Texas), National Association,
as Agent, the Banks from time to time a party to the Loan
Agreement and each of the following: the Company; Air
Drilling International, Inc., and Air Drilling Services,
Inc.
**10.19 -- Form of Subsidiary Commercial Security Agreement dated
June 20, 1997, between Wells Fargo Bank (Texas) National
Association, as Agent, the Banks from time to time a
party to the Loan Agreement and each of the following
subsidiaries of the Company: Dailey Energy Services,
Inc., Dailey Petroleum Sales Corp., International
Petroleum Sales Corp., Columbia Petroleum Services Corp.,
Dailey Worldwide Services, Corp., Dailey Environmental
Remediation and Technologies, Inc., Air Drilling
International, Inc., and Air Drilling Services Inc.
+10.20 -- Amended Employment Agreement between the Company and
James F. Farr dated December 31, 1997 (included with the
initial filing of this Registration Statement).
II-3
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EXHIBIT
NUMBER DESCRIPTION
------- -----------
+10.21 -- Amended Employment Agreement between the Company and
William D. Sutton dated December 31, 1997 (included with
the initial filing of this Registration Statement).
+10.22 -- Amended Employment Agreement between the Company and
David T. Tighe dated December 31, 1997 (included with the
initial filing of this Registration Statement).
+****10.23 -- Employment Agreement between the Company and J.D.
Lawrence dated November 27, 1996.
****10.24 -- $250,000 Promissory Note dated January 16, 1997, from
James F. Farr in favor of the Company.
****10.25 -- Security Agreement dated January 16, 1997, between the
Company and James F. Farr.
+*****10.26 -- Stock Option Agreement between the Company and Al Kite
dated April 23, 1997.
+*****10.27 -- Stock Option Agreement between the Company and Bernard
Duroc-Danner dated April 23, 1997.
+10.28 -- 1997 Long-Term Incentive Plan (included with the initial
filing of this Registration Statement).
10.29 -- Share Purchase Agreement between the Company, Integrated
Drilling Systems Limited and the shareholders of
Integrated Drilling Systems Limited.
10.30 -- Registration Rights Agreement between the Company and the
former shareholders of Integrated Drilling Services
Limited.
12.1 -- Calculation of earnings to fixed charges (included in the
initial filing of this Registration Statement).
21.1 -- List of Subsidiaries of the Company (included in the
initial filing of this Registration Statement).
23.1 -- Consent of Ernst & Young LLP (included in the initial
filing of this Registration Statement).
23.2 -- Consent of Coopers & Lybrand L.L.P. (included in the
initial filing of this Registration Statement)
23.3 -- Consent of Fulbright & Jaworski L.L.P. (included in
Exhibit 5.1).
23.4 -- Consent of Brown, Drew, Massey & Sullivan (included in
Exhibit 5.2).
24.1 -- Certified Resolutions for Power of Attorney.
25.1 -- Statement regarding eligibility of trustee (included in
the initial filing of this Registration Statement).
***27.1 -- Financial Data Schedule.
II-4
8
EXHIBIT
NUMBER DESCRIPTION
------- -----------
99.1 -- Form of Letter of Transmittal (included in the initial
filing of this Registration Statement).
- ---------------
* Incorporated by reference from the Company's Registration Statement on
Form S-1 (File No. 333-04593)
** Incorporated by reference from the Company's current Report on Form 8-K
dated June 20, 1997
*** Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the three months ended October 31, 1997
**** Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the three months ended January 31, 1997
***** Incorporated by reference from the Company's Annual Report on Form 10-K
for the year ended April 30, 1997
****** Incorporated by reference from the Company's current Report on Form 8-K
dated January 28, 1998
+ Management Contract
(b) Financial Statement Schedules:
ITEM 22. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(b) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11, or 13 of Form S-4 within one business day of receipt of such
request, and to send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in documents filed
subsequent to the effective date of the registration statement through the date
of responding to the request.
(c) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
(d) 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 provisions described in Item 15 above, 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 indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against policy
as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-5
9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 the 27th day of March, 1998.
DAILEY INTERNATIONAL INC.
By: /s/ JAMES F. FARR
------------------------------------
James F. Farr
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 27th day of March, 1998.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ *J. D. LAWRENCE Chairman of the Board and March 27, 1998
- ----------------------------------------------------- Director
J. D. Lawrence
/s/ JAMES F. FARR President and Chief Executive March 27, 1998
- ----------------------------------------------------- Officer and Director
James F. Farr (Principal Executive
Officer)
/s/ *WILLIAM D. SUTTON Senior Vice President, March 27, 1998
- ----------------------------------------------------- General Counsel, Corporate
William D. Sutton Secretary and Director
/s/ *DAVID T. TIGHE Senior Vice President, Chief March 27, 1998
- ----------------------------------------------------- Financial Officer and
David T. Tighe Director (Principal
Financial and Accounting
Officer)
/s/ *BERNARD J. DUROC-DANNER Director March 27, 1998
- -----------------------------------------------------
Bernard J. Duroc-Danner
/s/ *AL KITE Director March 27, 1998
- -----------------------------------------------------
Al Kite
* By: /s/ JAMES F. FARR
- ----------------------------------------------------
James F. Farr
Power of Attorney for persons indicated
II-6
10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 the 27th day of March, 1998.
DAILEY ENERGY SERVICES, INC.
By: /s/ JAMES F. FARR
----------------------------------
James F. Farr
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 27th day of March, 1998.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ *WILLIAM G. BARCLAY Director March 27, 1998
- -----------------------------------------------------
William G. Barclay
/s/ JAMES F. FARR President and Director March 27, 1998
- ----------------------------------------------------- (Principal Executive
James F. Farr Officer)
/s/ *DAVID T. TIGHE Vice President (Principal March 27, 1998
- ----------------------------------------------------- Financial and Accounting
David T. Tighe Officer)
* By: /s/ JAMES F. FARR
-----------------------------------------------
James F. Farr
Power of Attorney for
Persons Indicated
II-7
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 the 27th day of March, 1998.
DAILEY INTERNATIONAL SALES
CORPORATION
By: /s/ JAMES F. FARR
----------------------------------
James F. Farr
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 27th day of March, 1998.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ JAMES F. FARR President and Sole Director March 27, 1998
- ----------------------------------------------------- (Principal Executive
James F. Farr Officer)
/s/ DAVID T. TIGHE Vice President (Principal March 27, 1998
- ----------------------------------------------------- Financial and Accounting
David T. Tighe Officer)
II-8
12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 the 27th day of March, 1998.
COLUMBIA PETROLEUM SERVICES CORP.
By: /s/ JAMES F. FARR
------------------------------------
James F. Farr
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 27th day of March, 1998.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ JAMES F. FARR President and Sole Director March 27, 1998
- ----------------------------------------------------- (Principal Executive
James F. Farr Officer)
/s/ DAVID T. TIGHE Vice President (Chief March 27, 1998
- ----------------------------------------------------- Financial and Accounting
David T. Tighe Officer)
II-9
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 the 27th day of March, 1998.
INTERNATIONAL PETROLEUM
SERVICES, INC.
By: /s/ JAMES F. FARR
----------------------------------
James F. Farr
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 27th day of March, 1998.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ JAMES F. FARR President and Sole Director March 27, 1998
- ----------------------------------------------------- (Principal Executive
James F. Farr Officer)
/s/ DAVID T. TIGHE Vice President (Principal March 27, 1998
- ----------------------------------------------------- Accounting Officer)
David T. Tighe
II-10
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 the 27th day of March, 1998.
DAILEY ENVIRONMENTAL
REMEDIATION TECHNOLOGIES, INC.
By: /s/ JAMES F. FARR
----------------------------------
James F. Farr
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 27th day of March, 1998.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ JAMES F. FARR President and Sole Director March 27, 1998
- ----------------------------------------------------- (Principal Executive
James F. Farr Officer)
/s/ DAVID T. TIGHE Vice President and Treasurer March 27, 1998
- ----------------------------------------------------- (Principal Financial and
David T. Tighe Accounting Officer)
II-11
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 the 27th day of March, 1998.
DAILEY WORLDWIDE SERVICES, CORP.
By: /s/ JAMES F. FARR
----------------------------------
James F. Farr
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 27th day of March, 1998.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ JAMES F. FARR President and Sole Director March 27, 1998
- ----------------------------------------------------- (Principal Executive
James F. Farr Officer)
/s/ DAVID T. TIGHE Vice President and Treasurer March 27, 1998
- ----------------------------------------------------- (Principal Financial and
David T. Tighe Accounting Officer)
II-12
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 the 27th day of March, 1998.
AIR DRILLING INTERNATIONAL, INC.
By: /s/ *CHAMAN MALHOTRA
----------------------------------
Chaman Malhotra
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 27th day of March, 1998.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ JAMES F. FARR Director March 27, 1998
- -----------------------------------------------------
James F. Farr
/s/ *WILLIAM D. SUTTON Director March 27, 1998
- -----------------------------------------------------
William D. Sutton
/s/ DAVID T. TIGHE Vice President and Director March 27, 1998
- -----------------------------------------------------
David T. Tighe
/s/ *JAMES C. BRAME Vice President and Director March 27, 1998
- ----------------------------------------------------- (Principal Financial and
James C. Brame Accounting Officer)
/s/ *CHAMAN MALHOTRA Chairman of the Board, March 27, 1998
- ----------------------------------------------------- President and Director
Chaman Malhotra (Principal Executive
Officer)
/s/ *TOMMY D. RAMSAY Director March 27, 1998
- -----------------------------------------------------
Tommy D. Ramsay
*By: /s/ JAMES F. FARR
------------------------------------------------
James F. Farr
Power of Attorney for
persons indicated
II-13
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 the 27th day of March, 1998.
AIR DRILLING SERVICES, INC.
* By: /s/ CHAMAN MALHOTRA
----------------------------------
Chaman Malhotra
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 27th day of March, 1998.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ JAMES F. FARR Director March 27, 1998
- -----------------------------------------------------
James F. Farr
/s/ *JAMES C. BRAME Vice President, Treasurer and March 27, 1998
- ----------------------------------------------------- Director (Principal
James C. Brame Financial and Accounting
Officer)
/s/ *CHAMAN MALHOTRA Chairman of the Board, March 27, 1998
- ----------------------------------------------------- President and Director
Chaman Malhotra (Principal Executive
Officer)
/s/ *TOMMY D. RAMSAY Director March 27, 1998
- -----------------------------------------------------
Tommy D. Ramsay
* By: /s/ JAMES F. FARR
- ----------------------------------------------------
James F. Farr
Power of Attorney for
Persons Indicated.
II-14
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -----------
*3.1 -- Restated Certificate of Incorporation.
*3.2 -- Restated Bylaws of the Company.
3.3 -- Amendment to Restated Certificate of Incorporation dated
October 7, 1997 (included with the initial filing of this
Registration Statement).
3.4 -- Certificate/Articles of Incorporation, as amended (if
applicable) and Bylaws, as amended (if applicable) of
each of the following Subsidiary Guarantors: Dailey
Energy Services, Inc.; Dailey International Sales Corp.;
Columbia Petroleum Services Corp.; International
Petroleum Services, Inc., Dailey Environmental
Remediation Technologies, Inc.; Dailey Worldwide
Services, Corp.; Air Drilling International, Inc.; and
Air Drilling Services, Inc.
4.1 -- Form of Class A Common Stock Certificate (included with
the initial filing of this Registration Statement).
4.2 -- See Exhibits 3.1, 3.2 and 3.3 for provisions of the
Restated Certificate of Incorporation and Restated Bylaws
of the Company defining the rights of the holders of
Class A Common Stock.
4.3 -- Indenture Dated February 13, 1998, by and between the
Company, the Subsidiary Guarantors and the U.S. Trust
Company of Texas, N.A. relating to the Company's 9 1/2%
Senior Notes Due 2008 (included with the initial filing
of this Registration Statement).
4.4 -- Form of Note for the Company's Senior Notes Due 2008
(included with the initial filing of this Registration
Statement).
4.5 -- Registration Rights Agreement dated February 13, 1998
relating to the Outstanding Notes.
4.6 -- See Exhibits 10.1 through 10.16 for additional
instruments defining the rights of holders of long-term
debt of the Company and its Subsidiaries.
5.1 -- Opinion of Fulbright & Jaworski L.L.P. (included with the
initial filing of this Registration Statement).
5.2 -- Opinion of Brown, Drew, Massey & Sullivan (included with
the initial filing of this Registration Statement).
*10.1 -- Relationship Agreement by and between the Company and
Lawrence Industries, Inc.
*10.2 -- Office Lease Agreement by and between the Company as
lessee and Lawrence International, Inc. as lessor.
*10.3 -- Registration Rights Agreement by and between the Company
and Lawrence Industries, Inc.
+*10.4 -- Dailey Petroleum Services Corp. 1996 Key Employee Stock
Plan.
+*10.5 -- Dailey Petroleum Services Corp. 1996 Non-Employee
Director Stock Option Plan.
*10.6 -- Tax Allocation Agreement by and between the Company and
Lawrence Industries, Inc.
*10.7 -- Form of Indemnification Agreement between the Company and
its directors.
*10.8 -- Form of Indemnification Agreement between the Company and
its executive officers.
19
EXHIBIT
NUMBER DESCRIPTION
------- -----------
**10.9 -- Stock Purchase and Sale Agreement dated May 8, 1997 (the
"Stock Purchase Agreement"), by and among the Company,
ADI, the Shareholders of ADI, and the Preferred
Shareholders of Air Drilling Services, Inc.
**10.10 -- First Amendment to Stock Purchase Agreement dated May 30,
1997, by and among the Company, ADI, the Shareholders of
ADI, and the Preferred Shareholders of Air Drilling
Services, Inc.
**10.11 -- Escrow Agreement dated June 20, 1997, by and among the
Company, the Shareholders and Warrantholders of ADI (the
"Shareholders"), and U.S. Trust Company of Texas, N.A.
(the "Escrow Agent").
***10.12 -- Asset Purchase Agreement dated effective as of November
30, 1997 (the "Asset Purchase Agreement"), by and among
the Company, DWS/DAMCO and the shareholders of each of
DWS, DSI and DTSI.
******10.13 -- Escrow Agreement dated January 28, 1998, by and among the
Company, DWS, DSI, DTSI, the Shareholder Representatives,
and U.S. Trust Company of Texas, National Association
(the "Escrow Agent").
**10.14 -- Third Amended and Restated Loan Agreement dated June 20,
1997 (the "Loan Agreement"), by and between the Company,
the financial institutions from time to time a party
thereto, and Wells Fargo Bank (Texas), National
Association, as Agent.
10.15 -- First Amendment to the Loan Agreement dated January 28,
1998, by and between the Company, the financial
institutions from time to time a party thereto, and Wells
Fargo Bank (Texas), National Association, as Agent
(included with the initial filing of this Registration
Statement).
**10.16 -- Third Amended and Restated Commercial Security Agreement
dated June 20, 1997, between Wells Fargo Bank (Texas),
National Association, as Agent, the Banks from time to
time a party to the Loan Agreement and the Company.
**10.17 -- Form of Guaranty Agreement dated June 20, 1997 between
Wells Fargo Bank (Texas), National Association, as Agent,
the Banks from time to time a party to the Loan Agreement
and each of the following subsidiaries of the Company:
Dailey Energy Services, Inc., Dailey Petroleum Sales
Corp., International Petroleum Sales Corp., Columbia
Petroleum Services Corp., Dailey Worldwide Services,
Corp., Dailey Environmental Remediation and Technologies,
Inc., Air Drilling International, Inc., and Air Drilling
Services, Inc.
**10.18 -- Form of Security Pledge Agreement dated June 20, 1997,
between Wells Fargo Bank (Texas), National Association,
as Agent, the Banks from time to time a party to the Loan
Agreement and each of the following: the Company; Air
Drilling International, Inc., and Air Drilling Services,
Inc.
**10.19 -- Form of Subsidiary Commercial Security Agreement dated
June 20, 1997, between Wells Fargo Bank (Texas) National
Association, as Agent, the Banks from time to time a
party to the Loan Agreement and each of the following
subsidiaries of the Company: Dailey Energy Services,
Inc., Dailey Petroleum Sales Corp., International
Petroleum Sales Corp., Columbia Petroleum Services Corp.,
Dailey Worldwide Services, Corp., Dailey Environmental
Remediation and Technologies, Inc., Air Drilling
International, Inc., and Air Drilling Services Inc.
+10.20 -- Amended Employment Agreement between the Company and
James F. Farr dated December 31, 1997 (included with the
initial filing of this Registration Statement).
20
EXHIBIT
NUMBER DESCRIPTION
------- -----------
+10.21 -- Amended Employment Agreement between the Company and
William D. Sutton dated December 31, 1997 (included with
the initial filing of this Registration Statement).
+10.22 -- Amended Employment Agreement between the Company and
David T. Tighe dated December 31, 1997 (included with the
initial filing of this Registration Statement).
+****10.23 -- Employment Agreement between the Company and J.D.
Lawrence dated November 27, 1996.
****10.24 -- $250,000 Promissory Note dated January 16, 1997, from
James F. Farr in favor of the Company.
****10.25 -- Security Agreement dated January 16, 1997, between the
Company and James F. Farr.
+*****10.26 -- Stock Option Agreement between the Company and Al Kite
dated April 23, 1997.
+*****10.27 -- Stock Option Agreement between the Company and Bernard
Duroc-Danner dated April 23, 1997.
+10.28 -- 1997 Long-Term Incentive Plan (included with the initial
filing of this Registration Statement).
10.29 -- Share Purchase Agreement between the Company, Integrated
Drilling Systems Limited and the shareholders of
Integrated Drilling Systems Limited.
10.30 -- Registration Rights Agreement between the Company and the
former shareholders of Integrated Drilling Services
Limited.
12.1 -- Calculation of earnings to fixed charges (included in the
initial filing of this Registration Statement).
21.1 -- List of Subsidiaries of the Company (included in the
initial filing of this Registration Statement).
23.1 -- Consent of Ernst & Young LLP (included in the initial
filing of this Registration Statement).
23.2 -- Consent of Coopers & Lybrand L.L.P. (included in the
initial filing of this Registration Statement)
23.3 -- Consent of Fulbright & Jaworski L.L.P. (included in
Exhibit 5.1).
23.4 -- Consent of Brown, Drew, Massey & Sullivan (included in
Exhibit 5.2).
24.1 -- Certified Resolutions for Power of Attorney.
25.1 -- Statement regarding eligibility of trustee (included in
the initial filing of this Registration Statement).
***27.1 -- Financial Data Schedule.
21
EXHIBIT
NUMBER DESCRIPTION
------- -----------
99.1 -- Form of Letter of Transmittal (included in the initial
filing of this Registration Statement).
- ---------------
* Incorporated by reference from the Company's Registration Statement on
Form S-1 (File No. 333-04593)
** Incorporated by reference from the Company's current Report on Form 8-K
dated June 20, 1997
*** Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the three months ended October 31, 1997
**** Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the three months ended January 31, 1997
***** Incorporated by reference from the Company's Annual Report on Form 10-K
for the year ended April 30, 1997
****** Incorporated by reference from the Company's current Report on Form 8-K
dated January 28, 1998
+ Management Contract