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As Filed With The Securities and Exchange Commission on August 26, 1994.
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Helmerich & Payne, Inc.
(Exact name of registrant specified in its charter)
Delaware 73-0679879
- ------------------------------------ --------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1579 East 21st Street, Tulsa, Oklahoma 74114
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(Address of Principal Executive Offices) (Zip Code)
Helmerich & Payne, Inc. 1990 Stock Option Plan
(Full title of the plan)
Steven R. Mackey, 1579 East 21st Street, Tulsa, Oklahoma 74114
(Name and address of agent for service)
(918) 742-5531
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
______________________________________________________________________________________________________
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE PRICE FEE
______________________________________________________________________________________________________
Common
Stock,
$0.10 par
Value 1,000,000 (1) (1) $ 8,922.90 (1)
Shares
______________________________________________________________________________________________________
(1) Options covering an aggregate of 378,234 shares of 1,000,000 shares of
Common Stock to be registered have already been granted and are outstanding to
eligible persons at an average exercise price per share of $25.57, for a
proposed maximum aggregate offering price of $9,671,443.38. Pursuant to Rule
457(c), the proposed maximum offering price per share of the remaining 621,766
shares of Common Stock is $16,204,776.38 based on the average of the high and
low prices of the Common Stock as reported on the New York Stock Exchange on
August 24, 1994, therefore the proposed maximum aggregate offering price of the
1,000,000 shares of Common Stock to be registered is $25,876,219.76.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents filed by the Company with the Securities and Exchange
Commission are incorporated herein by reference:
(a) Helmerich & Payne, Inc. (the "Company") Annual Report on Form
10-K for the fiscal year ended September 30, 1993.
(b) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 for periods since
September 30, 1993.
(c) The description of the Common Stock of the Company contained
in its Registration Statement on Form S-1 filed November 13, 1967 (effective
December 21, 1967) with the Securities and Exchange Commission and the
description of Common Stock Purchase Rights contained in its Registration
Statement on Form 8-A filed on January 30, 1986, with the Securities and
Exchange Commission pursuant to Section 12 of the Securities Exchange Act of
1934, with such Form 8-A Registration Statement being amended on Form 8-K filed
with the Securities and Exchange Commission on December 11, 1990.
(d) All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold.
Item 4. Description of Securities - Not applicable.
Item 5. Interests of Named Experts and Counsel
The validity of the issuance of the shares of Common Stock offered hereby will
be passed upon for the Company by Steven R. Mackey, Vice President, Secretary
and General Counsel of the Company. Mr. Mackey presently owns a substantial
number of shares of Common Stock of the Company.
Item 6. Indemnification of Officers and Directors
The Fourteenth Article of the Company's Restated Certificate of Incorporation
provides for the indemnification by the Company of any director, officer or
employee of the Company or any of its subsidiaries in connection with any
claim, action, suit or proceeding brought or threatened by reason of such
position with the Company or any of its subsidiaries. The stockholders of the
Company on March 4, 1987, approved an amendment to the Restated Certificate of
Incorporation which (i) limited or in certain circumstances eliminated the
personal liability of a director to the Company or to its stockholders for
monetary damages for breach of fiduciary duty as a director
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as authorized by Section 102(b) of the Delaware General Corporation Law, (ii)
expanded the Company's indemnification of its officers and directors as
provided by Section 145 of the Delaware General Corporation Law; provided,
however, that the directors remain subject to personal liability for breaches
of the duty of loyalty, acts committed in bad faith or intentional misconduct,
the payment of an unlawful dividend or any transaction from which the directors
received an improper personal benefit, and (iii) permitted the Company as
provided in Section 145 of the Delaware General Corporation Law to maintain
insurance to protect itself and any director, officer, employee or agent of the
Company. The Company presently maintains in effect a liability insurance
policy covering officers and directors.
Item 7. Exemption From Registration Claimed - Not applicable.
Item 8. Exhibits
The following are filed as exhibits to this Registration Statement:
4.1 Restated Certificate of Incorporation and Amendment to Restated Certificate of Incorporation of Registrant are
incorporated herein by reference to Registrant's Annual Report filed with the Securities and Exchange Commission on
Form 10-K for the 1987 fiscal year.
4.2 Bylaws of Registrant incorporated by reference to Registrant's Annual Report on Form 10-K filed with the Securities
and Exchange Commission for the fiscal year ended September 30, 1990.
5.1 Opinion of Steven R. Mackey as to the legality of shares of Common Stock being registered.
24.1 Consent of Arthur Andersen & Co.
24.2 Consent of Steven R. Mackey (contained in his opinion filed as Exhibit 5.1.)
99.1 Helmerich & Payne, Inc. 1990 Stock Option Plan incorporated by reference to Exhibit "A" of Registrant's Proxy
Statement dated January 25, 1991.
99.2 Form of Nonqualified Stock Option Agreement.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:
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(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
Provided, however, that Paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by
the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions
described in Item 6, or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the Registrant will,
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unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tulsa, State of Oklahoma, on this 26th day of
August, 1994.
HELMERICH & PAYNE, INC.
By /s/ Hans Helmerich
HANS HELMERICH
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 and on the
date indicated.
SIGNATURE TITLE DATE
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/s/ W. H. Helmerich, III Director August 25, 1994
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W. H. HELMERICH, III
/s/ Hans Helmerich Director, President and August 25, 1994
- --------------------------- Chief Executive Officer ----------------------------
HANS HELMERICH
/s/ George Dotson Director, Vice President August 25, 1994
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GEORGE S. DOTSON
/s/ William L. Armstrong Director August 25, 1994
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WILLIAM L. ARMSTRONG
Director
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GLENN A. COX
Director
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C. W. FLINT, JR.
Director
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W. F. MARTIN
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/s/ George A. Schaefer Director August 25, 1994
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GEORGE A. SCHAEFER
Director
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HARRY W. TODD
Director
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JOHN D. ZEGLIS
/s/ Douglas E. Fears Vice President, Finance August 25, 1994
- --------------------------- (Principal Financial ----------------------------
DOUGLAS E. FEARS Officer)
/s/ Gordon Helm Controller August 25, 1994
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GORDON HELM Officer)
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EXHIBITS INDEX*
1.) 5.1 Opinion of Steven R. Mackey as to the legality of shares of Common Stock being registered.
2.) 24.1 Consent of Arthur Andersen & Co.
3.) 24.2 Consent of Steven R. Mackey (contained in his opinion filed as Exhibit 5.1.)
4.) 99.2 Form of Nonqualified Stock Option Agreement.
* Other exhibits listed in Item 8 have been previously filed in paper
format with the Securities and Exchange Commission.
The 1993 Annual Report on Form 10-K, incorporated by reference in Item
3(a), was electronically filed with its exhibits including the Annual
Report to Shareholders, on December 27, 1993.