<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 19, 1997
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
IRI INTERNATIONAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
75-2044681
DELAWARE (I.R.S. EMPLOYER
(STATE OF INCORPORATION) IDENTIFICATION NUMBER)
</TABLE>
1000 LOUISIANA, SUITE 5900
HOUSTON, TEXAS 77002
(713) 651-8002
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
IRI INTERNATIONAL CORPORATION
EQUITY INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
MUNAWAR H. HIDAYATALLAH
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
1000 LOUISIANA, SUITE 5900
HOUSTON, TEXAS 77002
(713) 651-8002
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, FOR AGENT OF SERVICE)
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================
PROPOSED AMOUNT OF
MAXIMUM AGGREGATE REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED(1)(2) OFFERING PRICE FEE(3)
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
Common Stock, par value $.01 per share...................... $72,000,000 $21,818.18
==============================================================================================
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"Act"), there are also registered hereunder an indeterminate number of
additional shares as may become subject to the IRI International Corporation
Equity Incentive Plan as a result of the antidilution provisions contained
therein.
(2) In accordance with Rule 457(o) under the Act, the number of shares being
registered and the proposed maximum offering price per share are not
included in this table.
(3) The registration fee has been computed in accordance with paragraph (h)(i)
of Rule 457 under the Act, based upon the initial public offering price of
shares of Common Stock offered by the Company on November 14, 1997.
================================================================================
<PAGE> 2
EXPLANATORY NOTE
The information called for by Part I of Form S-8 is included in the
description of the IRI International Corporation Equity Incentive Plan (the
"Plan") to be delivered to persons eligible to participate in the Plan. Pursuant
to the Note to Part I of Form S-8, this information is not being filed with or
included in this Form S-8.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by IRI International Corporation (the
"Company"), are incorporated by reference in this Registration Statement:
(a) The Company's Registration Statement on Form S-1 (Commission File No.
333-35117) filed September 8, 1997, as amended.
(b) The description of the Company's common stock, par value $0.01 per
share, contained in the Company's Registration Statement on Form 8-A filed
November 10, 1997.
In addition, 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, as
amended (the "Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all such 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. Any statement contained herein or in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for all purposes of this Registration
Statement to the extent that a statement contained herein or therein or in any
other subsequently filed document that also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation provides that the personal
liability of directors of the Company to the Company is eliminated to the
maximum extent permitted by Delaware law. Under Delaware law, absent these
provisions, directors could be held liable for gross negligence in the
performance of their duty of care, but not for simple negligence. The Company's
Certificate of Incorporation absolves directors of liability for negligence in
the performance of their duties, including gross negligence. However, the
Company's directors remain liable for breaches of their duty of loyalty to the
Company and its stockholders, as well as for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law and
transactions from which a director derives improper personal benefit. The
Company's Certificate of Incorporation also does not absolve directors of
liability under Section 174 of the Delaware General Corporation Law, which makes
directors personally liable for unlawful dividends or unlawful stock repurchases
or redemptions in certain circumstances and expressly sets forth a negligence
standard with respect to such liability.
Under Delaware law, directors, officers, employees, and other individuals
may be indemnified against expenses (including attorneys' fees), judgments,
fines, and amounts paid in settlement in connection with specified actions,
suits or proceedings, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation -- a "derivative
action") if they acted in good faith and in a manner they reasonably believed to
be in or not opposed to the best interests of the Company and, with respect to
any criminal action or proceeding, had no reasonable cause to believe their
conduct was unlawful. A similar standard of care is applicable in the case of a
derivative action, except that indemnification only extends to expenses
(including attorneys' fees) incurred in connection with defense or settlement of
such an action and
II-1
<PAGE> 3
Delaware law requires court approval before there can be any indemnification of
expenses where the person seeking indemnification has been found liable to the
Company.
The Company entered into indemnification agreements with each of its
directors and executive officers. These indemnification agreements provide for,
among other things, (i) the indemnification by the Company of the indemnities
thereunder to the extent described above and (ii) the advancement of attorneys'
fees and other expenses.
ITEM 8. EXHIBITS
4.1 Restated Certificate of Incorporation (incorporated by reference to
Exhibit 3.1 to the Company's Registration Statement on Form S-1
(Registration No. 333-35117) (the "Form S-1"))
4.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.5
to the Form S-1)
5.1 Opinion of Jones, Day, Reavis & Pogue
23.1 Consent of KPMG Peat Marwick LLP
24.1 Powers of Attorney
ITEM 9. UNDERTAKINGS
A. The Company hereby undertakes:
(1) 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;
(2) That, for the purpose of determining any liability under the Act,
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; and
(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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company'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 Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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
Company 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.
II-2
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 19, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------------------ ---------------------------------------------
<S> <C>
*
- ------------------------------------------ Chairman of the Board
Hushang Ansary and Chief Executive Officer
*
- ------------------------------------------
Daniel G. Moriarty Vice Chairman of the Board
/s/ MUNAWAR H. HIDAYATALLAH
- ------------------------------------------ Chief Financial and Accounting Officer
Munawar H. Hidayatallah and Director
*
- ------------------------------------------
Abdallah Andrawos Secretary and Director
*
- ------------------------------------------ President and Chief Operating Officer
Gary W. Stratulate of the IRI Division and Director
*
- ------------------------------------------ President and Chief Operating Officer
Richard D. Higginbotham of the Bowen Tools Division and Director
*
- ------------------------------------------ President and Chief Operating Officer
Arthur C. Teichgraeber of Cardwell International, Ltd. and Director
*
- ------------------------------------------
Nina Ansary Director
*
- ------------------------------------------
Frank C. Carlucci Director
*
- ------------------------------------------
Philip David Director
*
- ------------------------------------------
John D. Macomber Director
*
- ------------------------------------------
Edward L. Palmer Director
*
- ------------------------------------------
Stephen Solarz Director
*
- ------------------------------------------
Alexander B. Trowbridge Director
*
- ------------------------------------------
J. Robinson West Director
</TABLE>
* Executed on behalf of such person by
Munawar H. Hidayatallah, as attorney-in-fact
II-3
<PAGE> 5
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. EXHIBIT PAGE
- ------- ------------------------------------------------------------------------- ----
<C> <C> <S> <C>
4.1 -- Restated Certificate of Incorporation (incorporated by reference to
Exhibit 3.1 to the Company's Registration Statement Form S-1
(Registration No. 333-35117) (the "Form S-1")
4.2 -- Amended and Restated Bylaws (incorporated by reference to Exhibit 3.5 to
the Form S-1)
5.1 -- Opinion of Jones, Day, Reavis & Pogue
23.1 -- Consent of KPMG Peat Marwick LLP
24.1 -- Powers of Attorney
</TABLE>
<PAGE> 1
EXHIBIT 5.1
JONES, DAY, REAVIS & POGUE
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
November 19, 1997
IRI International Corporation
1000 Louisiana Suite 5900
Houston, Texas 77002
RE: Registration on Form S-8 of 4,000,000 Shares of Common Stock,
par value $0.01 per share, of IRI International Corporation
Ladies and Gentlemen:
We have acted as counsel for IRI International Corporation, a Delaware
corporation (the "Company"), in connection with the Company's Equity Incentive
Plan (the "Plan").
We have examined such documents, records, and matters of law as we have
deemed necessary for purposes of this opinion, and based thereupon we are of the
opinion that the shares of common stock, par value $0.01 per share, of the
Company that may be issued and sold pursuant to the Plan will be, when issued
and sold in accordance with the Plan, duly authorized, validly issued, fully
paid, and nonassessable.
In rendering the foregoing opinion, we have relied as to certain factual
matters upon certificates of officers of the Company and public officials, and
we have not independently checked or verified the accuracy of the statements
contained therein. In addition, our examination of matters of law has been
limited to the General Corporation Law of the Sate of Delaware and the federal
laws of the United States of America, in each case as in effect on the date
hereof.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement on Form S-8 filed by the Company to elect the
registration under the Securities Act of 1933, as amended, of the shares issued
and sold pursuant to the Plan.
Very truly yours,
/s/ JONES, DAY, REAVIS & POGUE
Jones, Day, Reavis & Pogue
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
IRI International Corporation:
We consent to the use of our reports incorporated herein by reference and
to the reference to our firm under the heading "Experts" in the registration
statement on Form S-8 incorporated herein by reference. Our report on the
consolidated financial statements of IRI International Corporation refers to a
change in 1996 in the Company's method for recognizing revenues.
KPMG Peat Marwick LLP
Dallas, Texas
November 19, 1997
<PAGE> 1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints, Daniel G. Moriarty, Munawar H. Hidayatallah and William F. Henze II,
and each of them, the true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, to sign on his behalf, as a director or officer, or both, as the case may
be, of IRI International Corporation, a Delaware corporation (the "Company"), a
Registration Statement on Form S-8 or any other appropriate form, for the
purpose of registering under the Securities Act of 1933, as amended, shares of
Common Stock, par value $0.01 per share, of the Company and to sign any and all
amendments and any and all post-effective amendments to such 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 attorneys-in-fact, and each of them with or without the others, 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 or any of them or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
/s/ HUSHANG ANSARY
--------------------------------------
Hushang Ansary
Dated: November 13, 1997
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints, Daniel G. Moriarty, Munawar H. Hidayatallah and William F. Henze II,
and each of them, the true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, to sign on his behalf, as a director or officer, or both, as the case may
be, of IRI International Corporation, a Delaware corporation (the "Company"), a
Registration Statement on Form S-8 or any other appropriate form, for the
purpose of registering under the Securities Act of 1933, as amended, shares of
Common Stock, par value $0.01 per share, of the Company and to sign any and all
amendments and any and all post-effective amendments to such 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 attorneys-in-fact, and each of them with or without the others, 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 or any of them or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
/s/ DANIEL G. MORIARTY
--------------------------------------
Daniel G. Moriarty
Dated: November 13, 1997
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints, Daniel G. Moriarty and William F. Henze II, and each of them, the true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, to sign on his behalf,
as a director or officer, or both, as the case may be, of IRI International
Corporation, a Delaware corporation (the "Company"), a Registration Statement on
Form S-8 or any other appropriate form, for the purpose of registering under the
Securities Act of 1933, as amended, shares of Common Stock, par value $0.01 per
share, of the Company and to sign any and all amendments and any and all
post-effective amendments to such 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 attorneys-in-fact, and
each of them with or without the others, 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 or
any of them or their substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
/s/ MUNAWAR H. HIDAYATALLAH
--------------------------------------
Munawar H. Hidayatallah
Dated: November 13, 1997
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints, Daniel G. Moriarty, Munawar H. Hidayatallah and William F. Henze II,
and each of them, the true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, to sign on his behalf, as a director or officer, or both, as the case may
be, of IRI International Corporation, a Delaware corporation (the "Company"), a
Registration Statement on Form S-8 or any other appropriate form, for the
purpose of registering under the Securities Act of 1933, as amended, shares of
Common Stock, par value $0.01 per share, of the Company and to sign any and all
amendments and any and all post-effective amendments to such 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 attorneys-in-fact, and each of them with or without the others, 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 or any of them or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
/s/ ABDALLAH ANDRAWOS
--------------------------------------
Abdallah Andrawos
Dated: November 13, 1997
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints, Daniel G. Moriarty, Munawar H. Hidayatallah and William F. Henze II,
and each of them, the true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, to sign on his behalf, as a director or officer, or both, as the case may
be, of IRI International Corporation, a Delaware corporation (the "Company"), a
Registration Statement on Form S-8 or any other appropriate form, for the
purpose of registering under the Securities Act of 1933, as amended, shares of
Common Stock, par value $0.01 per share, of the Company and to sign any and all
amendments and any and all post-effective amendments to such 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 attorneys-in-fact, and each of them with or without the others, 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 or any of them or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
/s/ GARY W. STRATULATE
--------------------------------------
Gary W. Stratulate
Dated: November 13, 1997
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints, Daniel G. Moriarty, Munawar H. Hidayatallah and William F. Henze II,
and each of them, the true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, to sign on his behalf, as a director or officer, or both, as the case may
be, of IRI International Corporation, a Delaware corporation (the "Company"), a
Registration Statement on Form S-8 or any other appropriate form, for the
purpose of registering under the Securities Act of 1933, as amended, shares of
Common Stock, par value $0.01 per share, of the Company and to sign any and all
amendments and any and all post-effective amendments to such 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 attorneys-in-fact, and each of them with or without the others, 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 or any of them or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
/s/ RICHARD D. HIGGINBOTHAM
--------------------------------------
Richard D. Higginbotham
Dated: November 13, 1997
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints, Daniel G. Moriarty, Munawar H. Hidayatallah and William F. Henze II,
and each of them, the true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, to sign on his behalf, as a director or officer, or both, as the case may
be, of IRI International Corporation, a Delaware corporation (the "Company"), a
Registration Statement on Form S-8 or any other appropriate form, for the
purpose of registering under the Securities Act of 1933, as amended, shares of
Common Stock, par value $0.01 per share, of the Company and to sign any and all
amendments and any and all post-effective amendments to such 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 attorneys-in-fact, and each of them with or without the others, 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 or any of them or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
/s/ ARTHUR C. TEICHGRAEBER
--------------------------------------
Arthur C. Teichgraeber
Dated: November 13, 1997
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints, Daniel G. Moriarty, Munawar H. Hidayatallah and William F. Henze II,
and each of them, the true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, to sign on his behalf, as a director or officer, or both, as the case may
be, of IRI International Corporation, a Delaware corporation (the "Company"), a
Registration Statement on Form S-8 or any other appropriate form, for the
purpose of registering under the Securities Act of 1933, as amended, shares of
Common Stock, par value $0.01 per share, of the Company and to sign any and all
amendments and any and all post-effective amendments to such 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 attorneys-in-fact, and each of them with or without the others, 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 or any of them or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
/s/ FRANK C. CARLUCCI
--------------------------------------
Frank C. Carlucci
Dated: November 13, 1997
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints, Daniel G. Moriarty, Munawar H. Hidayatallah and William F. Henze II,
and each of them, the true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, to sign on his behalf, as a director or officer, or both, as the case may
be, of IRI International Corporation, a Delaware corporation (the "Company"), a
Registration Statement on Form S-8 or any other appropriate form, for the
purpose of registering under the Securities Act of 1933, as amended, shares of
Common Stock, par value $0.01 per share, of the Company and to sign any and all
amendments and any and all post-effective amendments to such 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 attorneys-in-fact, and each of them with or without the others, 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 or any of them or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
/s/ PHILIP DAVID
--------------------------------------
Philip David
Dated: November 13, 1997
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints, Daniel G. Moriarty, Munawar H. Hidayatallah and William F. Henze II,
and each of them, the true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, to sign on his behalf, as a director or officer, or both, as the case may
be, of IRI International Corporation, a Delaware corporation (the "Company"), a
Registration Statement on Form S-8 or any other appropriate form, for the
purpose of registering under the Securities Act of 1933, as amended, shares of
Common Stock, par value $0.01 per share, of the Company and to sign any and all
amendments and any and all post-effective amendments to such 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 attorneys-in-fact, and each of them with or without the others, 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 or any of them or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
/s/ JOHN D. MACOMBER
--------------------------------------
John D. Macomber
Dated: November 13, 1997
<PAGE> 11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints, Daniel G. Moriarty, Munawar H. Hidayatallah and William F. Henze II,
and each of them, the true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, to sign on his behalf, as a director or officer, or both, as the case may
be, of IRI International Corporation, a Delaware corporation (the "Company"), a
Registration Statement on Form S-8 or any other appropriate form, for the
purpose of registering under the Securities Act of 1933, as amended, shares of
Common Stock, par value $0.01 per share, of the Company and to sign any and all
amendments and any and all post-effective amendments to such 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 attorneys-in-fact, and each of them with or without the others, 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 or any of them or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
/s/ STEPHEN SOLARZ
--------------------------------------
Stephen Solarz
Dated: November 13, 1997
<PAGE> 12
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints, Daniel G. Moriarty, Munawar H. Hidayatallah and William F. Henze II,
and each of them, the true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, to sign on his behalf, as a director or officer, or both, as the case may
be, of IRI International Corporation, a Delaware corporation (the "Company"), a
Registration Statement on Form S-8 or any other appropriate form, for the
purpose of registering under the Securities Act of 1933, as amended, shares of
Common Stock, par value $0.01 per share, of the Company and to sign any and all
amendments and any and all post-effective amendments to such 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 attorneys-in-fact, and each of them with or without the others, 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 or any of them or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
/s/ ALEXANDER B. TROWBRIDGE
--------------------------------------
Alexander B. Trowbridge
Dated: November 13, 1997
<PAGE> 13
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints, Daniel G. Moriarty, Munawar H. Hidayatallah and William F. Henze II,
and each of them, the true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, to sign on his behalf, as a director or officer, or both, as the case may
be, of IRI International Corporation, a Delaware corporation (the "Company"), a
Registration Statement on Form S-8 or any other appropriate form, for the
purpose of registering under the Securities Act of 1933, as amended, shares of
Common Stock, par value $0.01 per share, of the Company and to sign any and all
amendments and any and all post-effective amendments to such 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 attorneys-in-fact, and each of them with or without the others, 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 or any of them or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
/s/ J. ROBINSON WEST
--------------------------------------
J. Robinson West
Dated: November 13, 1997
<PAGE> 14
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints, Daniel G. Moriarty, Munawar H. Hidayatallah and William F. Henze II,
and each of them, the true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, to sign on his behalf, as a director or officer, or both, as the case may
be, of IRI International Corporation, a Delaware corporation (the "Company"), a
Registration Statement on Form S-8 or any other appropriate form, for the
purpose of registering under the Securities Act of 1933, as amended, shares of
Common Stock, par value $0.01 per share, of the Company and to sign any and all
amendments and any and all post-effective amendments to such 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 attorneys-in-fact, and each of them with or without the others, 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 or any of them or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
/s/ EDWARD L. PALMER
--------------------------------------
Edward L. Palmer
Dated: November 13, 1997
<PAGE> 15
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints, Daniel G. Moriarty, Munawar H. Hidayatallah and William F. Henze II,
and each of them, the true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, to sign on his behalf, as a director or officer, or both, as the case may
be, of IRI International Corporation, a Delaware corporation (the "Company"), a
Registration Statement on Form S-8 or any other appropriate form, for the
purpose of registering under the Securities Act of 1933, as amended, shares of
Common Stock, par value $0.01 per share, of the Company and to sign any and all
amendments and any and all post-effective amendments to such 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 attorneys-in-fact, and each of them with or without the others, 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 or any of them or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
/s/ NINA ANSARY
--------------------------------------
Nina Ansary
Dated: November 13, 1997
