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As filed with the Securities and Exchange Commission on November 24, 1997
Registration No. 333-____________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------
OYO GEOSPACE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 76-0447780
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification No.)
7334 N. GESSNER ROAD
HOUSTON, TEXAS
77040
(Address of Principal Executive (Zip Code)
Offices)
OYO GEOSPACE CORPORATION 1997 KEY EMPLOYEE STOCK OPTION PLAN; AND
OYO GEOSPACE CORPORATION 1997 NON-EMPLOYEE DIRECTOR PLAN
(Full title of the plans)
--------------------
GARY D. OWENS
OYO GEOSPACE CORPORATION
7334 N. GESSNER ROAD
HOUSTON, TEXAS 77040
(Name and address of agent for service)
(713) 939-9700
(Telephone number, including area code, of agent for service)
With Copy to:
Charles H. Still
Fulbright & Jaworski L.L.P.
1301 McKinney, Suite 5100
Houston, Texas 77010-3095
(713) 651-5151
--------------------
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box.[x]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================================
Proposed maximum Proposed maximum
Title of securities offering price per share aggregate offering price Amount of
to be registered Amount to be registered (1) (1) registration fee
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share 500,000 shares(2) $15.25 $7,625,000 $2,311
===========================================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933.
(2) Includes 425,000 shares to be issued as restricted stock grants or upon the
exercise of options granted and to be granted pursuant to the OYO Geospace
Corporation 1997 Key Employee Stock Option Plan and 75,000 shares to be
issued in partial payment of annual directors' fees or upon the exercise of
options to be granted pursuant to the OYO Geospace Corporation 1997
Non-Employee Director Plan. Also includes an indeterminable number of
shares of Common Stock issuable as a result of the anti-dilution provisions
of such plans.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference in
this Registration Statement:
1. The Registration Statement on Form S-1 of OYO Geospace
Corporation, a Delaware corporation (the "Registrant") (Reg. No. 333-36727),
originally filed with the Securities and Exchange Commission (the "Commission")
on September 30, 1997, as amended by Amendment No. 1 thereto, filed with the
Commission on November 5, 1997 and Amendment No. 2 thereto, filed with the
Commission on November 18, 1997; and
2. The description of the Registrant's Common Stock, par value
$.01 per share, contained in the Registration Statement on Form S-1 of the
Registrant (Reg. No. 333-36727), originally filed with the Commission on
September 30, 1997, including any amendment or report filed for the purpose of
updating such description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
subsequent to the date of the filing hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters in connection with the securities offered
hereby are being passed upon for the Registrant by Fulbright & Jaworski L.L.P.,
Houston, Texas. Charles H. Still, a partner of Fulbright & Jaworski L.L.P., is
Secretary of the Registrant and will be elected as a director of the Registrant
immediately after the closing of the Registrant's initial public offering.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Restated Certificate of Incorporation contains a
provision that eliminates the personal liability of a director to the
Registrant and its stockholders for monetary damages for breach of his
fiduciary duty as a director to the extent currently allowed under the General
Corporation Law of the State of Delaware (the "DGCL"). If a director were to
breach such duty in performing his duties as a director, neither the Registrant
nor its stockholder could recover monetary damages from the director, and the
only course of action available to the Registrant's stockholders would be
equitable remedies, such as an action to enjoin or rescind a transaction
involving a breach of fiduciary duty. To the extent certain claims against
directors are limited to equitable remedies, the provision in the Registrant's
Restated Certificate of Incorporation may reduce the likelihood of derivative
litigation and may discourage stockholders or management from initiating
litigation against directors for breach of their fiduciary duty. Additionally,
equitable remedies may not be effective in many situations. If a stockholder's
only remedy is to enjoin the completion of the Board of Directors' action, the
remedy would be ineffective if the stockholder does not become aware of a
transaction or event until after it has been completed. In such a situation,
it is possible that the stockholders and the Registrant would have no effective
remedy against the directors. Under the Registrant's Restated Certificate of
Incorporation, liability for monetary damages remains for (i) any breach of the
duty of loyalty to the Registrant or its stockholders, (ii) acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) payment of an improper dividend or improper repurchase
of the Registrant's stock under Section 174 of the DGCL or (iv) any transaction
from which the director derived an improper personal benefit. The
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Registrant's Restated Certificate of Incorporation further provides that in the
event the DGCL is amended to allow the further elimination or limitation of the
liability of directors, then the liability of the Registrant's directors shall
be limited or eliminated to the fullest extent permitted by the amended DGCL.
Under the Registrant's Bylaws, each person who is or was a director
or officer of the Registrant or a subsidiary of the Registrant, or who serves
or served any other enterprise or organization at the request of the Registrant
or a subsidiary of the Registrant, shall be indemnified by the Registrant to
the full extent permitted by the DGCL.
Under Delaware law, to the extent that a person is successful on
the merits in defense of a suit or proceeding brought against him by reason of
the fact that he is or was a director or officer of the Registrant, or serves
or served any other enterprise or organization at the request of the
Registrant, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred in connection with such action.
Under Delaware law, to the extent an indemnified person is not
successful in defense of a third party civil suit or a criminal suit, or if
such suit is settled, such person shall be indemnified against both (i)
expenses, including attorneys' fees, and (ii) judgments, fines and amounts paid
in settlement 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 Registrant and, with
respect to any criminal action, had no reasonable cause to believe his conduct
was unlawful, except that if such person is adjudged to be liable in such a
suit for negligence or misconduct in the performance of his duty to the
Registrant, he cannot be made whole even for expenses unless the court
determines that he is fully and reasonably entitled to indemnity for such
expenses.
The Registrant intends to obtain insurance to protect officers and
directors from certain liabilities, including liabilities against which the
corporation cannot indemnify its directors and officers.
The Registrant will enter into indemnification agreements with each
of the directors of the Registrant. Pursuant to such agreements, the
Registrant will agree to indemnify and hold each such director harmless to the
fullest extent permitted by law, from any loss, damage or liability incurred in
the course of his respective service as a director of the Registrant. The
amount paid by the Registrant is reducible by the amount of insurance paid to
or on behalf of such director with respect to any event giving rise to
indemnification. Each such director's right to indemnification is to survive
his respective death or termination as director.
The Registrant's Bylaws provide 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 DGCL.
Such indemnification may be made even though directors and officers would not
otherwise be entitled to indemnification under other provisions by the Bylaws.
The above discussion of the DGCL and of the Registrant's Restated
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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
3.1 Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1 (Reg. No.
333-36727), filed with the Commission on September 30,
1997).
3.2 Restated Bylaws of the Registrant (incorporated by
reference to Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1 (Reg. No. 333-36727), filed with the
Commission on September 30, 1997).
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4.1 Form of Common Stock Certificate (incorporated by reference
to Exhibit 4.1 to the Registrant's Registration Statement
on Form S-1 (Reg. No. 333-36727), filed with the Commission
on September 30, 1997).
4.2 OYO Geospace Corporation 1997 Key Employee Stock Option
Plan (incorporated by reference to Exhibit 10.3 to the
Registrant's Amendment No. 1 to Form S-1 on Form S-1/A
(Reg. No. 333-36727), filed with the Commission on November
5, 1997).
4.3 OYO Geospace Corporation 1997 Non-Employee Director Plan
(incorporated by reference to Exhibit 10.4 to the
Registrant's Amendment No. 1 to Form S-1 on Form S-1/A
(Reg. No. 333-36727), filed with the Commission on November
5, 1997).
5.1 Opinion of Fulbright & Jaworski L.L.P.
23.1 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit
5.1 to this Registration Statement).
24.1 Powers of Attorney (contained on page II-5 of this
Registration Statement).
ITEM 9. UNDERTAKINGS.
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;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment hereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar volume of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement;
Provided, however, that paragraphs (1)(i) and (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 with or furnished to
the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered herein, 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.
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
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report pursuant to Section 15(d) of the Securities Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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 foregoing provisions, 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 public policy as expressed in the Securities 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 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 Houston, State of Texas, on November 24, 1997.
OYO GEOSPACE CORPORATION
By: /s/ GARY D. OWENS
------------------------------------
Gary D. Owens
Chairman of the Board, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints each of Gary D. Owens and Ernest M.
Hall, Jr. his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
and all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent
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 attorney-in-fact and agent or his or their substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
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.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ GARY D. OWENS Chairman of the Board, November 24, 1997
------------------------------------ President, Chief Executive Officer
Gary D. Owens (Principle Executive Officer) and
Director
/s/ THOMAS T. MCENTIRE Chief Financial Officer November 24, 1997
------------------------------------ (Principle Financial and
Thomas T. McEntire Accounting Officer)
Director
------------------------------------
Satoru Ohya
/s/ KATSUHIKO KOBAYASHI Director November 24, 1997
------------------------------------
Katsuhiko Kobayashi
/s/ ERNEST M. HALL, JR. Director November 24, 1997
------------------------------------
Ernest M. Hall, Jr.
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
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<S> <C>
3.1 Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to
the Registrant's Registration Statement on Form S-1 (Reg. No. 333- 36727), filed with the Commission
on September 30, 1997).
3.2 Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1 (Reg. No. 333-36727), filed with the Commission on September 30,
1997).
4.1 Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-1 (Reg. No. 333-36727), filed with the Commission on September 30,
1997).
4.2 OYO Geospace Corporation 1997 Key Employee Stock Option Plan (incorporated by reference to Exhibit 10.3
to the Registrant's Amendment No. 1 to Form S-1 on Form S-1/A (Reg. No. 333-36727), filed with the
Commission on November 5, 1997).
4.3 OYO Geospace Corporation Non-Employee Director Plan (incorporated by reference to Exhibit 10.4 to the
Registrant's Amendment No. 1 to Form S-1 on Form S-1/A (Reg. No. 333-36727), filed with the Commission
on November 5, 1997).
5.1 Opinion of Fulbright & Jaworski L.L.P.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1 to this Registration Statement).
24.1 Powers of Attorney (included on Page II-5 of this Registration Statement).
</TABLE>
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EXHIBIT 5.1
[FULBRIGHT & JAWORSKI L.L.P. LETTERHEAD]
November 24, 1997
OYO Geospace Corporation
7334 N. Gessner Road
Houston, Texas 77040
Gentlemen:
We have acted as counsel for OYO Geospace Corporation, a Delaware
corporation (the "Registrant"), in connection with the registration under the
Securities Act of 1933 of 500,000 shares of the Registrant's common stock, par
value $.01 per share (the "Shares"), 425,000 shares of which are to be offered
upon the terms and subject to the conditions set forth in the Registrant's 1997
Key Employee Stock Option Plan (the "Employee Plan") and 75,000 shares of which
are to be offered upon the terms and subject to the conditions set forth in the
Registrant's 1997 Non-Employee Director Stock Plan (the "Director Plan").
In connection therewith, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the Restated
Certificate of Incorporation of the Registrant, as amended, the amended Bylaws
of the Registrant, the Employee Plan, the Director Plan, the records of
relevant corporate proceedings with respect to the offering of the Shares and
such other documents and instruments as we have deemed necessary or appropriate
for the expression of the opinions contained herein. We also have examined the
Registrant's Registration Statement on Form S-8 (the "Registration Statement")
to be filed with the Securities and Exchange Commission with respect to the
Shares.
We have assumed the authenticity and completeness of all records,
certificates and other instruments submitted to us as originals, the conformity
to original documents of all records, certificates and other instruments
submitted to us as copies, the authenticity and completeness of the originals
of those records, certificates and other instruments submitted to us as copies
and the correctness of all statements of fact contained in all records,
certificates and other instruments that we have examined.
Based on the foregoing, and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that the
Shares have been duly and validly authorized for issuance and, when issued in
accordance with the terms of the Employee Plan or the Director Plan, as the
case may be, will be duly and validly issued, fully paid and nonassessable.
The opinions expressed herein relate solely to, are based solely upon
and are limited exclusively to the laws of the State of Texas and the federal
laws of the United States of America, to the extent applicable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the caption "Item
5. Interests of Named Experts and Counsel" in the Registration Statement.
Very truly yours,
/s/ FULBRIGHT & JAWORSKI L.L.P.
Fulbright & Jaworski L.L.P.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement of OYO Geospace Corporation on Form S-8 (File No. 333-XXXXX) of our
reports dated November 3, 1997, on our audits of the consolidated financial
statements and financial statement schedule of OYO Geospace Corporation, as
restated to exclude, for all periods presented, the accounts of TrueTime, Inc.,
formerly a wholly-owned subsidiary that was distributed to the Company's
stockholder on September 30, 1997, which reports are included in the
registration statement of OYO Geospace Corporation on Form S-1 (File No.
333-36727), Amendment No. 2.
/s/ COOPERS & LYBRAND L.L.P.
Houston, Texas
November 24, 1997
