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As filed with the Securities and Exchange Commission on August 23, 1996
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
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DAILEY PETROLEUM SERVICES CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0503351
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification No.)
2507 NORTH FRAZIER
P.O. BOX 1863
CONROE, TEXAS 77305
(Address of Principal Executive Offices) (Zip Code)
DAILEY PETROLEUM SERVICES CORP. 1996 KEY EMPLOYEE STOCK PLAN: AND
1996 NON-EMPLOYEE DIRECTOR STOCK PLAN
(Full title of the plan)
---------------------
WILLIAM D. SUTTON
SENIOR VICE PRESIDENT, GENERAL COUNSEL
DAILEY PETROLEUM SERVICES CORP.
2507 NORTH FRAZIER
P.O. BOX 1863
CONROE, TX 77305
(Name and address of agent for service)
(713) 350-3399
(Telephone number, including area code, of agent for service)
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With Copy to:
Robert F. Gray, Jr.
Fulbright & Jaworski L.L.P.
1301 McKinney, Suite 5100
Houston, Texas 77010-3095
(713) 651-5151
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered share (1) price (1) registration fee
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A
Common Stock,
$.01 par value 1,000,000 shares(2) $8.75 $8,750,000 $3,018
======================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933 and based
upon the average of the high and low sales prices of a share of Class
A Common Stock as reported by the NASDAQ National Market System on
August 20, 1996.
(2) Includes 900,000 shares issued or to be issued as stock awards or upon
the exercise of options granted and to be granted under the Dailey
Petroleum Services Corp. 1996 Key Employee Stock Plan and 100,000
shares to be issued upon the exercise of options to be granted under
the Dailey Petroleum Services Corp. 1996 Non-Employee Director Stock
Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant's latest prospectus filed pursuant to Rule 424(b) as
filed with the Securities and Exchange Commission on August 16, 1996, which
contains audited financial statements for the Registrant's latest fiscal year
for which such statements have been filed, is hereby incorporated by reference.
The description of the Registrant's common stock, $.01 par value,
contained in the registration statement on Form S-1 (filed on May 24, 1996), as
amended, including any amendment or report filed for the purpose of updating
such description, is hereby incorporated by reference in this Registration
Statement.
All documents filed by the Dailey Petroleum Services Corp., a
Delaware corporation (the "Registrant"), pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 subsequent to the date of the
filing hereof and 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, 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.
ITEM 6. 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 purchase by the corporation of
stock or any transaction from which the director derived an improper personal
benefit.
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Under the Registrant's Restated Certificate of Incorporation, a
director of the Registrant has no liability for certain losses, damages or
expenses incurred by the Company as a result of such director's breach of
fiduciary duty, except for liability resulting from (i) breach of the duty of
loyalty, (ii) intentional misconduct or bad faith, (iii) approval of illegal
dividends or (iv) transactions from which the director has received improper
personal benefit. The Registrant's bylaws also provide that directors and
officers shall be indemnified against liabilities arising from their service as
directors or officers to the maximum extent allowed by law. The Company also
has entered into indemnification agreements with each of its officers and
directors contractually requiring the Company to indemnify such officer or
director. The officer or director is or was a party to a lawsuit by reason of
the fact he or she was a director, officer or an employee of the Registrant so
long as the officer or director acted in good faith and in a manner he or she
reasonably believed to be or not opposed to the best interests of the
Registrant, and with respect to criminal conduct, with respect to any criminal
action, had no reasonable cause to believe was unlawful.
Section 145 of the Delaware General Corporation Law authorizes the
Registrant to indemnify each officer and director of the Registrant against
liabilities and expenses incurred by reason of the fact that he is or was an
officer or director of the Registrant 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 or proceeding, had no
reasonable cause to believe his conduct was unlawful. The By-laws of the
Registrant provide for indemnification of each officer and director of the
Registrant to the fullest extent permitted by Delaware law.
Section 145 of the Delaware General Corporation Law also authorizes
the Registrant to purchase and maintain insurance on behalf of any person who
is or was an officer or director of the Registrant against liability asserted
against or incurred by him in any such capacity, whether or not the Registrant
would have power to indemnify such officer or director against such liability
under the provisions of Section 145. The Registrant has purchased and
maintains a directors' and officers' liability policy for such purposes.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation of the Registrant, as
amended (incorporated by reference to Amendment No. 1 to
the Registrant's Registration Statement on Form S-1 (Reg.
No. 333-04593) filed with the Securities and Exchange
Commission on June 7, 1996).
4.2 Restated By-laws of the Registrant (incorporated by
reference to Amendment No. 2 to the Registrant's
Registration Statement on Form S-1 (Reg. No. 333-04593)
filed with the Securities and Exchange Commission on June
28, 1996).
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4.3 Form of Common Stock Certificate (incorporated by reference
to Amendment No. 4 to the Registrant's Registration
Statement on Form S-1 (Reg. No. 333-04593) filed with the
Securities and Exchange Commission on August 6, 1996).
5.1 Opinion of Fulbright & Jaworski L.L.P.
23.1 Consent of Ernst & Young LLP.
23.3 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit
5.1).
24.1 Powers of Attorney (included 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 of 1933;
(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 Securities and Exchange
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 Securities and Exchange Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this 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
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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 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 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 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 Securities Act of 1933 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 of 1933 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 State of Texas, on August 23, 1996.
DAILEY PETROLEUM SERVICES CORP.
By: /s/ WILLIAM D. SUTTON
------------------------------------
William D. Sutton
Senior Vice President
General Counsel
Officer and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints William D. Sutton or James F. Farr, or
either of them, 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,
and either 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 attorney-in-fact and agent, or either of
them, 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/ J. D. LAWRENCE Chairman of the Board August 23, 1996
------------------------------------
J. D. Lawrence
/s/ JAMES FARR President, Chief Executive Officer and August 23, 1996
------------------------------------ Director (Principal Executive Officer)
James Farr
/s/ WILLIAM D. SUTTON Senior Vice President, General Counsel, August 23, 1996
------------------------------------ Secretary and Director
William D. Sutton
/s/ DAVID T. TIGHE Senior Vice President- Finance, Chief August 23, 1996
------------------------------------ Financial Officer, Treasurer and
David T. Tighe Director (Principal Financial Officer and
Principal Accounting Officer)
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page
Number Description Number
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<S> <C>
4.1 Restated Certificate of Incorporation of the Registrant, as amended (incorporated by
reference to Amendment No. 1 to the Registrant's Registration Statement on Form S-1
(Reg. No. 333-04593) filed with the Securities and Exchange Commission on June 7,
1996).
4.2 Restated By-laws, as amended (incorporated by reference to Amendment No. 2 to the
Registrant's Registration.
4.3 Form of Stock Certificate (incorporated by reference to Amendment No. 4 to the
Registrant's Registration Statement on Form S-1 (Reg. No. 333-04593) filed with the
Securities and Exchange Commission on August 6, 1996).
5.1 Opinion of Fulbright & Jaworski L.L.P.
23.1 Consent of Ernst & Young LLP.
23.3 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).
24.1 Powers of Attorney (included on Page II-5 of this Registration Statement).
</TABLE>
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EXHIBIT 5.1
[LETTERHEAD OF FULBRIGHT & JAWORSKI L.L.P.]
August 21, 1996
Dailey Petroleum Services Corp.
2507 North Frazier
P.O. Box 1863
Conroe, TX 77305
Gentlemen:
We have acted as counsel for Dailey Petroleum Services Corp., a
Delaware corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended of 1,000,000 shares of the Company's
Class A common stock, $.01 par value (the "Shares"), to be offered upon the
terms and subject to the conditions set forth in the Company's 1996 Key
Employee Stock Plan and the Company's 1996 Non-Employee Director Stock Plan
(together, the "Plans").
In connection therewith, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the Restated
Certificate of Incorporation of the Company, as amended, the Restated Bylaws of
the Company, the Plans, 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 Company'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 Plans, 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 Delaware 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 use of 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 AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Dailey Petroleum Services Corp. 1996 Key Employee
Stock Plan and the Dailey Petroleum Services Corp. 1996 Non-Employee Director
Stock Plan of Dailey Petroleum Services Corp. of our report dated June 27,
1996, except as to Notes 1 and 12 as to which the date is August 13, 1996, with
respect to the consolidated financial statements of Dailey Petroleum Services
Corp. for the year ended April 30, 1996, included in the registration statement
(Form S-1 No. 333-04593), as amended, and related Prospectus filed pursuant to
Rule 424(b) with the Securities and Exchange Commission on August 16, 1996.
ERNST & YOUNG LLP
Houston, Texas
August 20, 1996
