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As filed with the Securities and Exchange Commission on August 29, 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
U S LIQUIDS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0519797
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
411 N. SAM HOUSTON PARKWAY EAST, SUITE 400, HOUSTON, TEXAS 77060-3545
(Address of principal executive offices)
U S LIQUIDS INC. AMENDED AND RESTATED STOCK OPTION PLAN
U S LIQUIDS INC. DIRECTORS' STOCK OPTION PLAN
(Full title of plans)
EARL J. BLACKWELL COPY TO:
U S LIQUIDS INC. JOHN D. ROBERTSON, ESQ.
411 N. SAM HOUSTON PARKWAY EAST, SUITE 400 HARTZOG CONGER & CASON
HOUSTON, TEXAS 77060-3545 201 ROBERT S. KERR, SUITE 1600
(281) 272-4500 OKLAHOMA CITY, OKLAHOMA 73102
(405) 235-7000
(Name, address, and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED(1) SHARE PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share
Issuable pursuant to 705,125 $5.69(2) $4,012,161(3) $1,216
options previously
granted under the
Amended and Restated
Stock Option Plan
Issuable pursuant to 2,294,875 $13.81(3) $31,692,224(3) $9,604
options to be granted
under the Amended and
Restated Stock Option
Plan
Issuable pursuant to 10,000 $9.50(4) $95,000(4) $29
options previously
granted under the
Directors' Stock
Option Plan
Issuable pursuant to 290,000 $13.81(3) $4,004,900(3) $1,214
options to be granted
under the Directors'
Stock Option Plan
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</TABLE>
(1) For the sole purpose of calculating the registration fee, the number of
shares to be registered under this Registration Statement has been divided
among four subtotals.
(2) Pursuant to Rule 457(h) and Rule 457(c), these prices are calculated based
on a weighted average exercise price of $5.69 per share covering 705,125
shares subject to stock options previously granted under the Amended and
Restated Stock Option Plan.
(3) Pursuant to Rule 457(h) and Rule 457(c), these prices are estimated solely
for the purpose of calculating the registration fee and are based upon the
average of the high and low price per share of the Registrant's Common
Stock as reported on the American Stock Exchange on August 22, 1997.
(4) Pursuant to Rule 457(h), these prices are calculated based on an exercise
price of $9.50 per share covering 10,000 shares subject to a stock option
previously granted under the Directors' Stock Option Plan.
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EXPLANATORY NOTE
This Registration Statement has been filed by U S Liquids Inc. (the
"Company") in order to register an aggregate of 3,300,000 shares of Common
Stock, as follows: (i) 705,125 shares of Common Stock issuable pursuant to
options previously granted under the U S Liquids Inc. Amended and Restated
Stock Option Plan (the "Stock Option Plan"); (ii) 2,294,875 shares of Common
Stock issuable pursuant to options to be granted under the Stock Option Plan;
(iii) 10,000 shares of Common Stock issuable pursuant to an option previously
granted under the U S Liquids Inc. Directors' Stock Option Plan (the
"Directors' Plan"); and (iv) 290,000 shares of Common Stock issuable pursuant
to options to be granted under the Directors' Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The documents listed below are incorporated by reference in this
Registration Statement; and all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act"), 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 document:
(a) the Company's latest prospectus filed on August 20, 1997 pursuant
to Rule 424(b) of the Securities Act of 1933, as amended;
(b) all reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since December 31, 1996;
(c) the description of the common stock, $.01 par value per share, of
the Company (the "Common Stock") contained in the Company's Registration
Statement on Form 8-A filed pursuant to Section 12(b) of the Exchange Act in the
form declared effective by the Securities and Exchange Commission on August 19,
1997, including any subsequent amendments or reports filed for the purpose of
updating such description.
For purposes of this Registration Statement, any statement contained in a
document incorporated by or deemed to be incorporated by reference herein shall
be deemed to be modified or superceded to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated by reference modifies or supercedes such statement. Any such
statement so modified or superceded shall not be deemed, except as so modified
or superceded, to constitute part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Certificate of Incorporation of the Company, as amended (the
"Certificate of Incorporation") provides that, except as otherwise provided in
Section 102 of the Delaware General Corporation Law (the "DGCL"), the directors
of the Company shall not be personally liable to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director.
The Certificate of Incorporation of the Company further provides for the
indemnification of directors and officers of the Company against all expense,
liability and loss (including attorneys' fees, judgments, fines, amounts paid or
to be paid in settlement, and ERISA excise taxes or penalties) reasonably
incurred with respect to any action, suit or proceeding, whether civil,
criminal, administrative or investigative; provided, however, the Company shall
indemnify any such person seeking indemnification in connection with a
proceeding initiated by such person only if such proceeding was authorized by
the Company's Board of Directors. In the event a claim for indemnification by
any person has not been
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paid in full by the Company after written request has been received by the
Company, the claimant may at any time thereafter bring suit against the
Company to recover the unpaid amount of the claim and, if successful in whole
or in part, the claimant shall be entitled to be paid the expense of
prosecuting such claim. The right to indemnification conferred in the
Certificate of Incorporation is a contract right and shall include the right
to be paid by the Company the expenses incurred in defending any such
proceeding in advance of its final disposition. The Company maintains
insurance, at its expense, to protect itself and any officer or director of
the Company against any such expense, liability or loss, whether or not the
Company would have the power to indemnify such person against such expense,
liability or loss under state law.
ITEM 7. EXEMPTION FROM REGISTRATION
Not Applicable.
ITEM 8. EXHIBITS
4.1 Second Amended and Restated Certificate of Incorporation of the
Company (Exhibit 3.1 of the U S Liquids Inc. Registration Statement
on Form S-1 (File No. 333-30065), effective August 19, 1997, is
hereby incorporated by reference).
4.2 Amended and Restated Bylaws of the Company (Exhibit 3.2 of the U S
Liquids Inc. Registration Statement on Form S-1 (File No. 333-30065),
effective August 19, 1997, is hereby incorporated by reference).
4.3 Amended and Restated Stock Option Plan of the Company (Exhibit 10.12
of the U S Liquids Inc. Registration Statement on Form S-1 (File No.
333-30065), effective August 19, 1997, is hereby incorporated by
reference).
4.4 Directors' Stock Option Plan of the Company (Exhibit 10.13 of the U S
Liquids Inc. Registration Statement on Form S-1 (File No. 333-30065),
effective August 19, 1997, is hereby incorporated by reference).
5 Opinion of Hartzog Conger & Cason.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Hartzog Conger & Cason (contained in its opinion filed as
Exhibit 5 hereto).
24.1 Powers of Attorney (set forth on page II-4).
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes as follows:
(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;
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(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) 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.
(c) 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, as amended, 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, thereunto duly
authorized, in the City of Houston, State of Texas, on the 29th day of August,
1997.
U S LIQUIDS INC.
By: /s/ MICHAEL P. LAWLOR
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Michael P. Lawlor,
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Michael P. Lawlor and Earl J. Blackwell, or
either of them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto 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
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact, agent or their substitutes may lawfully do or cause to be
done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
INDICATED CAPACITIES ON AUGUST 29, 1997.
SIGNATURE TITLE
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By: /s/ Michael P. Lawlor Chief Executive Officer and Director
---------------------------
Michael P. Lawlor
By: /s/ W. Gregory Orr Chief Operating Officer, President
--------------------------- and Director
W. Gregory Orr
By: /s/ Earl J. Blackwell Chief Financial Officer and Senior
--------------------------- Vice President - Finance
Earl J. Blackwell
By: /s/ William A. Rothrock IV Director
---------------------------
William A. Rothrock IV
By: /s/ Thomas B. Blanton Director
---------------------------
Thomas B. Blanton
By: /s/ Alfred Tyler 2nd Director
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Alfred Tyler 2nd
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EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION
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4.1 Second Amended and Restated Certificate of Incorporation of
the Company.
4.2 Amended and Restated Bylaws of the Company.
4.3 Amended and Restated Stock Option Plan of the Company.
4.4 Directors' Stock Option Plan of the Company.
5 Opinion of Hartzog Conger & Cason.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Hartzog Conger & Cason (contained in its opinion
filed as Exhibit 5 hereto).
24.1 Powers of Attorney (set forth on page II-4).
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August 29, 1997
U S Liquids Inc.
411 N. Sam Houston Parkway E., Suite 400
Houston, TX 77060
Gentlemen:
U S Liquids Inc., a Delaware corporation (the "Company"), intends to file
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, a Registration Statement on Form S-8 (the "Registration Statement")
with respect to 3,300,000 shares of its common stock, $.01 par value per share
(the "Common Stock"), to be issued from time to time pursuant to the Company's
Amended and Restated Stock Option Plan and the Directors' Stock Option Plan
(collectively, the "Benefit Plans" and individually, a "Benefit Plan").
You have requested our opinion in connection with the Company's filing of
the Registration Statement. We have examined and relied on originals or copies,
certified or otherwise identified to our satisfaction as being true copies, of
all such records of the Company, all such agreements, certificates of officers
of the Company and others, and such other documents, certificates and corporate
or other records as we have deemed necessary as a basis for the opinion
expressed in this letter including, without limitation, the Company's Second
Amended and Restated Certificate of Incorporation, the Benefit Plans and the
Registration Statement.
In our examination, we have assumed the genuineness of all signatures, the
legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals and the conformity to authentic original documents
of all documents submitted to us as certified or photostatic copies.
We have investigated such questions of law for the purpose of rendering the
opinion in this letter as we have deemed necessary. We express no opinion in
this letter concerning any law other than the General Corporation Law of the
State of Delaware.
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August 29, 1997
Page 2
On the basis of and in reliance on the foregoing, we are of the opinion
that the shares of the Common Stock to be issued pursuant to the Benefit Plans,
when and if issued in accordance with the terms of each Benefit Plan,
respectively, will be legally issued, fully paid and non-assessable.
The opinion in this letter is rendered only to the Company in connection
with the Registration Statement. We consent to the filing of this letter as an
exhibit to the Registration Statement. The opinion may not be relied upon by
the Company for any other purpose, or relied upon by any other person, firm or
entity for any purpose. This letter may not be paraphrased, quoted or
summarized, nor may it be duplicated or reproduced in whole or in part.
Very truly yours,
HARTZOG CONGER & CASON
/s/ Hartzog Conger & Cason
JDR\kcm
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 pertaining to the U S
Liquids Inc. Amended and Restated Stock Option Plan, and the U S Liquids Inc.
Director's Stock Option Plan of (i) our report dated June 26, 1997, with
respect to the consolidated financial statements of U S Liquids Inc. and (ii)
our report dated June 26, 1997 with respect to the financial statements of
the U S Liquids Inc. Predecessor, in each case included in the Company's
previously filed registration statement on Form S-1 (File No. 333-30065).
ARTHUR ANDERSEN LLP
Houston, Texas
August 29, 1997
