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Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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OSCA, Inc.
(Exact name of registrant as specified in its charter)
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DELAWARE 72-0868136
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
156 COMMISSION BOULEVARD
LAFAYETTE, LOUISIANA 70508
TELEPHONE: (318) 837-6047
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
OSCA STOCK COMPENSATION PLAN
(Full title of the plan)
STEVEN J. BRADING
CHIEF FINANCIAL OFFICER
156 COMMISSION BOULEVARD
LAFAYETTE, LOUISIANA 70508
TELEPHONE: (318) 837-6047
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed
Maximum Proposed
Aggregate Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price Per Offering Registration
to be Registered Registered(1) Share(2) Price Fee
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Common Stock, $.01 par value................................. 1,000,000 $19.75 $19,750,000 $4,937.50
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(1) Pursuant to Rule 416 under the Securities Act of 1933, this
Registration Statement shall be deemed to cover an indeterminate number
of additional shares of Common Stock issuable in the event the number
of outstanding shares of the Company is increased by split-up,
reclassification, stock dividend or the like.
(2) Estimated solely for the purpose of computing the registration fee
pursuant to Securities and Exchange Commission Rule 457(c); based on
the average of the high and low price per share of the Common Stock on
March 29, 2001, as reported on the Nasdaq National Market.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information. The documents containing the information specified
in Part I, Items 1 and 2, will be delivered in accordance with Rule
428(b)(1) of the Securities Act of 1933, as amended ("Securities Act").
Such documents are not required to be, and are not, filed with the
Securities and Exchange Commission ("Commission") either as part of
this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents, and the documents
incorporated by reference in this Registration Statement pursuant to
Item 3 of Part II of this Form S-8, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the
Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information. Upon
written or oral request, any of the documents incorporated by reference
in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in the Section 10(a) Prospectus), other
documents required to be delivered to eligible employees pursuant to
Rule 428(b) or additional information about the OSCA Stock Compensation
Plan are available without charge by contacting:
STEVEN J. BRADING
CHIEF FINANCIAL OFFICER
156 COMMISSION BOULEVARD
LAFAYETTE, LOUISIANA 70508
TELEPHONE: (318) 837-6047
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.- INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission (File No. 1-11263)
are incorporated herein by reference:
(i) OSCA, Inc. Annual Report on Form 10-K for the year ended
December 31, 2000.
(ii) the description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed on May 30,2000.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 after the date of this
Registration Statement and prior to the termination of the offering of the
Shares made hereby shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
The Company will provide without charge to each person to whom this
Registration Statement is delivered, upon the written or oral request of such
person, a copy of any or all of the documents which have been incorporated by
reference in this Registration Statement, other than exhibits to such documents
not specifically described above. Requests for such documents should be directed
to:
STEVEN J. BRADING
CHIEF FINANCIAL OFFICER
156 COMMISSION BOULEVARD
LAFAYETTE, LOUISIANA 70508
TELEPHONE: (318) 837-6047
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Item 4.- DESCRIPTION OF SECURITIES
None.
Item 5.- INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
Item 6.- INDEMNIFICATION OF DIRECTORS AND OFFICERS
We are incorporated under the laws of the State of Delaware. Section
145 ("Section 145") of the General Corporation Law of the State of Delaware, as
the same exists or may hereafter be amended (the "General Corporation Law"),
inter alia, provides that a Delaware corporation may indemnify any persons who
were, are or are threatened to be made, parties to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was an officer, director, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or
enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided such
person acted in good faith and in a manner he reasonably believed to be in or
not opposed to the corporation's best interests and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that his
conduct was illegal. A Delaware corporation may indemnify any persons who are,
were or are threatened to be made, a party to any threatened, pending or
completed action or suit by or in the right of the corporation by reasons of the
fact that such person was a director, officer, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit, provided such person acted in good faith and in a manner
he reasonably believed to be in or not opposed to the corporation's best
interests, provided that no indemnification is permitted without judicial
approval if the officer, director, employee or agent is adjudged to be liable to
the corporation. Where an officer, director, employee or agent is successful on
the merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which such officer or
director has actually and reasonably incurred.
Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him in any such
capacity, arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145.
CERTIFICATE OF INCORPORATION AND BY-LAWS
Our Certificate of Incorporation and By-laws provide for the
indemnification of officers and directors to the fullest extent permitted by the
General Corporation Law.
Item 7.- EXEMPTION FROM REGISTRATION CLAIMED
None.
Item 8.- EXHIBITS
23.1 Consent of Ernst & Young LLP
24.1 Power of Attorney (included on signature page).
99.1 OSCA Stock Compensation Plan (incorporated by reference to Exhibit 10.8
to the Registrant's Registration Statement on Form S-1 originally filed
March 8, 2000 (SEC File No. 333-31596)).
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Item 9.- UNDERTAKINGS
(a) RULE 415 OFFERING
The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(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 registration statement is on Form S-3 or Form S-8, and 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) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE
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 offer at that time shall be deemed to be the initial
bona fide offering thereof.
(c) REQUEST FOR ACCELERATION OF EFFECTIVE DATE OR FILING OF REGISTRATION
STATEMENT ON FORM S-8
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 foregoing provisions, 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, 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.
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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
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in Lafayette, Louisiana on April 3, 2001.
OSCA, INC.
By: /s/ Robert L. Hollier
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Robert L. Hollier
Chief Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby constitutes and appoints Steven J. Brading and Stephen Gray, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name please and stead, in
any and all capacities to sign any or all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
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SIGNATURE TITLE DATE
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By: /s/ Robert L. Hollier Principal executive officer and Director April 3, 2001
Robert L. Hollier
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By: /s/ Steven J. Brading Principal financial officer April 3, 2001
Steven J. Brading
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By: /s/ Mark P. Bulriss Chairman of the Board of Directors April 3, 2001
Mark P. Bulriss
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By: /s/ Martin M. Hale Director April 3, 2001
Martin M. Hale
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By:
Richard T. Higgons Director April 3, 2001
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By: /s/ Mack G. Nichols
Mack G. Nichols Director April 3, 2001
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By: /s/ Richard A. Pattarozzi Director April 3, 2001
Richard A. Pattarozzi
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By: /s/ W. Bernard Pieper Director April 3, 2001
W. Bernard Pieper
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By: /s/ John L. Whitmire Director April 3, 2001
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John L. Whitmire
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