<PAGE>
As filed with the Securities and Exchange Commission on June 4, 1999
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 incorporation (I.R.S Employer
or organization) Identification No.)
12750 SOUTH KIRKWOOD, SUITE 200
STAFFORD, TEXAS 77477
(Address of Principal Executive Offices) (Zip Code)
OYO GEOSPACE CORPORATION 1997 KEY EMPLOYEE STOCK OPTION PLAN
(Full title of the plan)
______________________
GARY D. OWENS
OYO GEOSPACE CORPORATION
12750 SOUTH KIRKWOOD, SUITE 200
STAFFORD, TEXAS 77477
(Name and address of agent for service)
(281) 494-8282
(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]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE AMOUNT OF
REGISTERED AMOUNT TO BE REGISTERED (1) (1) REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share 200,000 shares(2) $8.75 $1,750,000 $487
===================================================================================================================================
(1) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457 under the Securities Act of 1933,
based on the average of the high and low trading prices on May 25, 1999.
(2) Represents shares added to the plan by amendment dated March 1, 1999, to be issued as restricted stock grants or upon the
exercise of options granted and to be granted pursuant to the plan. Also includes an indeterminable number of shares of Common
Stock issuable as a result of the anti-dilution provisions of such plans.
</TABLE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement registers additional securities of the same
class as other securities for which a registration statement on this Form
(Registration No. 333-40893, the "Earlier Registration Statement") relating to
the OYO Geospace Corporation 1997 Key Employee Stock Option Plan (the "Plan") is
effective. Pursuant to Instruction E to Form S-8, the contents of the Earlier
Registration Statement are incorporated herein by reference.
ITEM 8. EXHIBITS.
4.1 OYO Geospace Corporation 1997 Key Employee Stock Option Plan
(incorporated by reference to Amendment No. 1 to the Registrant's
Registration Statement on Form S-1 filed November 5, 1997
(Registration No. 333-36727.
4.2 Amendment No. 1 to OYO Geospace Corporation 1997 Key Employee
Stock Option Plan, dated February 2, 1998 (incorporated by
reference to the Registrant's Annual Report on Form 10-K for the
year ended September 30, 1998, filed December 21, 1998).
4.3 Amendment No. 2 to OYO Geospace Corporation 1997 Key Employee
Stock Option Plan, dated November 16, 1998 (incorporated by
reference to the Registrant's Annual Report on Form 10-K for the
year ended September 30, 1998, filed December 21, 1998).
5.1 Opinion of Fulbright & Jaworski L.L.P.
23.1 Consent of PricewaterhouseCoopers LLP
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-2 of this Registration
Statement).
II-1
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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 Stafford, State of Texas, on June 4, 1999.
OYO GEOSPACE CORPORATION
By: /s/ GARY D. OWENS
---------------------------------
Gary D. Owens
Chairman of the Board, President and
Chief Executive Officer
POWERS 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.
Signature Title Date
- -------------------------- ----------------------------------- ------------
Chairman of the Board,
/s/ GARY D. OWENS President, Chief Executive Officer
- -------------------------- (Principle Executive Officer) and
Gary D. Owens Director June 4, 1999
/s/ THOMAS T. MCENTIRE Chief Financial Officer
- -------------------------- (Principle Financial and
Thomas T. McEntire Accounting Officer) June 4, 1999
- --------------------------
Satoru Ohya Director
- ------------------------
Katsuhiko Kobayashi Director
/s/ ERNEST M. HALL, JR.
- --------------------------
Ernest M. Hall, Jr. Director June 4, 1999
- --------------------------
Thomas L. Davis Director
/s/ MICHAEL J. SHEEN
- --------------------------
Michael J. Sheen Director June 4, 1999
/s/ CHARLES H. STILL
- --------------------------
Charles H. Still Director June 4, 1999
II-2
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EXHIBIT INDEX
Exhibit Number Description
- -------------- --------------------------------------------------------------
4.1 OYO Geospace Corporation 1997 Key Employee Stock Option Plan
(incorporated by reference to Amendment No. 1 to the
Registrant's Registration Statement on Form S-1 filed November
5, 1997 (Registration No. 333-36727.
4.2 Amendment No. 1 to OYO Geospace Corporation 1997 Key Employee
Stock Option Plan, dated February 2, 1998 (incorporated by
reference to the Registrant's Annual Report on Form 10-K for
the year ended September 30, 1998, filed December 21, 1998).
4.3 Amendment No. 2 to OYO Geospace Corporation 1997 Key Employee
Stock Option Plan, dated November 16, 1998 (incorporated by
reference to the Registrant's Annual Report on Form 10-K for
the year ended September 30, 1998, filed December 21, 1998).
5.1 Opinion of Fulbright & Jaworski L.L.P.
23.1 Consent of PricewaterhouseCoopers LLP
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-2 of this Registration
Statement).
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EXHIBIT 5.1
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[Letterhead of Fulbright & Jaworski L.L.P.]
June 4, 1999
OYO Geospace Corporation
12750 S.. Kirkwood, Suite 200
Stafford, Texas 77477
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 200,000 shares of the Registrant's common stock, par
value $.01 per share (the "Shares"), to be offered upon the terms and subject to
the conditions set forth in the Registrant's 1997 Key Employee Stock Option
Plan, as amended (the "Employee 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 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, 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.
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EXHIBIT 23.1
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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 17, 1998, except for Note 17 thereto, as to which the date is
December 8, 1998, on our audits of the consolidated financial statements and
financial statement schedule of OYO Geospace Corporation, which reports are
included in the Annual Report on Form 10-K of OYO Geospace Corporation for the
fiscal year ended September 30, 1998, filed December 21, 1998 (File No.
001-13601).
/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
Houston, Texas
June 4, 1999
