<PAGE> 1
As filed with the Securities and Exchange Commission on May 23, 2000
REGISTRATION NO. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------
UNIVERSAL COMPRESSION HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3989167
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4440 BRITTMOORE ROAD
HOUSTON, TEXAS 77041
(Address of principal executive offices)
UNIVERSAL COMPRESSION HOLDINGS, INC. INCENTIVE STOCK OPTION PLAN
(Full title of the plan)
STEPHEN A. SNIDER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
UNIVERSAL COMPRESSION HOLDINGS, INC.
4440 BRITTMOORE ROAD
HOUSTON, TEXAS 77041
(Name and address of agent for service)
(713) 335-7000
(Telephone number, including area code, of agent for service)
Copies to:
VALERIE L. BANNER
SENIOR VICE PRESIDENT AND
GENERAL COUNSEL
UNIVERSAL COMPRESSION HOLDINGS, INC.
4440 BRITTMOORE ROAD
HOUSTON, TEXAS 77041
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered Per Share(1) Offering Price(1) Fee
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.01 per share............ 1,912,421 shares $23.00 $ 43,985,683 $11,613
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(h).
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<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act") and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been previously filed by Universal
Compression Holdings, Inc. (the "Company" or the "Registrant") with the
Securities and Exchange Commission and are hereby incorporated by reference into
this Registration Statement as of the dates indicated:
(a) Annual Report on Form 10-K for the fiscal year ending March 31, 2000.
(b) Quarterly Reports on Form 10-Q for the quarters ended June 30, 1999;
September 30, 1999; and December 31, 1999.
(c) Current Reports on Form 8-K dated April 7, 2000 and May 5, 2000.
(d) The description of the Common Stock of the Company included in the
Company's Registration Statement on Form 8-A/A, dated May 15, 2000.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment to this Registration Statement that
indicates that all securities offered hereunder have been sold or that
deregisters all such securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of the filing of such documents. Any statement contained
herein or in any document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein 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 to constitute a part of this
Registration Statement, except as so modified or superseded.
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<PAGE> 3
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Common Stock covered by this Registration
Statement has been passed upon for the Company by Valerie L. Banner, Senior Vice
President and General Counsel of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
permits a corporation, in its certificate of incorporation, to limit or
eliminate, subject to certain statutory limitations, the liability of directors
to the corporation or its stockholders for monetary damages for breaches of
fiduciary duty, except for liability (a) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (b) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (c) under Section 174 of the DGCL, or (d) for any transaction from which
the director derived an improper personal benefit. The registrant's Restated
Certificate of Incorporation provides that the personal liability of directors
or the registrant is eliminated to the fullest extent permitted by Section
102(b)(7) of the DGCL.
Under Section 145 of the DGCL, a corporation has the power to indemnify
directors and officers under certain prescribed circumstances and subject to
certain limitations against certain costs and expenses, including attorneys'
fees actually and reasonably incurred in connection with any action, suit or
proceeding, whether civil, criminal, administrative or investigative, to which
any of them is a party by reason of being a director or officer of the
corporation if it is determined that the director or officer acted in accordance
with the applicable standard of conduct set forth in such statutory provisions.
The registrant's Bylaws provide that the registrant will indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding by reason of the fact that he is
or was a director or officer of the registrant, or is or was serving at the
request of the registrant as a director, officer, employee or agent of another
entity, against certain liabilities, costs and expenses. The Bylaws further
permit the registrant to maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of the registrant, or is or was
serving at the request of the registrant as a director, officer, employee or
agent of another entity, against any liability asserted against such person and
incurred by such person in any such capacity or arising out of his status as
such, whether or not the registrant would have the power to indemnify such
person against such liability under the DGCL. The registrant currently maintains
and expects to continue maintaining directors' and officers' liability
insurance. In addition, the registrant has entered into indemnification
agreements with each of its officers and directors, as well as officers of its
operating subsidiary.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
<TABLE>
<CAPTION>
ITEM 8. EXHIBITS
<S> <C> <C>
4.1 -- Specimen common stock certificate of Universal Compression
Holdings, Inc. (incorporated by reference to Exhibit 4.1 of
Amendment No. 2 dated May 22, 2000 to Universal Compression
Holdings, Inc.'s Registration Statement on Form S-1 (File No.
333-34090)).
4.2 -- Purchase Agreement, dated as of February 13, 1998, between
Universal Compression Holdings, Inc. and BT Alex. Brown
Incorporated (incorporated by reference to Exhibit 4.1 of
Universal Compression Holdings, Inc.'s Registration Statement on
Form S-4 dated March 19, 1998 (File No. 333-48283)).
4.3 -- Purchase Agreement, dated as of February 13, 1998, between
Universal Compression, Inc. and each of BT Alex. Brown and
Salomon Smith Barney (incorporated by reference to Exhibit 4.1 to
Universal Compression, Inc.'s Registration Statement on Form S-4
dated March 19, 1998 (File No. 333-48279)).
4.4 -- Specimen of Universal Compression Holdings, Inc.'s 11 3/8% Senior
Discount Note due 2009 (incorporated by reference to Exhibit 4.2
to Universal Compression Holdings, Inc.'s Registration Statement
on Form S-4 dated March 19, 1998 (File No. 333-48283)).
4.5 -- Indenture, dated as of February 20, 1998, between Universal
Compression Holdings, Inc. and United States Trust Company of New
York, as Trustee, with respect to the 11 3/8% Senior Discount
Notes (incorporated by reference to Exhibit 4.3 to Universal
Compression Holdings, Inc.'s Registration Statement on Form S-4
dated March 19, 1998 (File No. 333-48283)).
4.6 -- Indenture, dated as of February 20, 1998, between Universal
Compression, Inc. and the United States Trust Company of New
York, as Trustee, with respect to the 9 3/8% Senior Discount
Notes (incorporated by reference to Exhibit 4.3 to Universal
Compression, Inc.'s Registration Statement on Form S-4 dated
March 19, 1998 (File No. 333-48279)).
4.7 -- First Supplemental Indenture, dated May 9, 2000, between
Universal Compression, Inc. and United States Trust Company of
New York, as Trustee, with respect to the 9 7/8% Senior Discount
Notes. (incorporated by reference to Exhibit 4.7 of Amendment No.
2 dated May 22, 2000 to Universal Compression Holdings, Inc.'s
Registration Statement on Form S-1 (File No. 333-34090)).
4.8 -- Specimen of Universal Compression, Inc.'s 9 7/8% Senior Discount
Notes due 2008 (incorporated by reference to Exhibit 4.2 to
Universal Compression, Inc.'s Registration Statement on Form S-4
dated March 19, 1998 (File No. 333-48279)).
4.9 -- Registration Rights Agreement, dated February 20, 1998, between
Universal Compression Holdings, Inc. and BT Alex. Brown
Incorporated (incorporated by reference to Exhibit 4.4 to
Universal Compression Holdings, Inc.'s Registration Statement on
Form S-4 dated March 19, 1998 (File No. 333-48283)).
4.10 -- Form of Notes under Credit Agreement (incorporated by reference
to Exhibit 4.6 to Universal Compression Holdings, Inc.'s
Registration Statement on Form S-4 dated March 19, 1998 (File No.
333-48283)).
4.11 -- Stock Purchase Plan Buyback Agreement, dated March 26, 1999,
among Universal Compression Holdings, Inc. and the persons named
therein (incorporated by reference to Exhibit 4.10 of Universal
Compression Holdings, Inc.'s Annual Report on Form 10-K for the
year ended March 31, 1999).
4.12 -- Universal Compression Holdings, Inc. Incentive Stock Option Plan,
as amended (incorporated by reference to Exhibit 10 of
Registrant's Quarterly Report on Form 10-Q for the period ended
September 30, 1998, and Exhibits 10.3 and 10.4 to Amendment No. 2
to Registrant's Registration Statement on Form S-1 (File No.
333-34090)).
5.1 -- Opinion of Valerie L. Banner, Esq. regarding the validity of the
securities being registered.
23.1 -- Consent of Valerie L. Banner, Esq. (included as part of Exhibit
5.1).
23.2 -- Consent of Deloitte & Touche LLP.
</TABLE>
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<PAGE> 5
ITEM 9. UNDERTAKINGS
(a) 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 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; and
(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 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 the
registration statement.
(2) That for purposes 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 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, each
filing of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) 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.
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<PAGE> 6
(c) 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 Securities and Exchange 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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<PAGE> 7
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 the 23rd day of May, 2000.
UNIVERSAL COMPRESSION HOLDINGS, INC.
By: /s/ STEPHEN A. SNIDER
----------------------------------------
Stephen A. Snider
President and Chief Executive Officer
Know all men by these presents, that each person whose signature appears
below constitutes and appoints Stephen A. Snider, Ernie Danner and Richard
FitzGerald, and each of them, as his true and lawful attorneys-in-fact and
agents, with full power of substitution, for him and in his name, place and
stead, in any and all capacities to sign any or all amendments or post-effective
amendments to this Registration on Form S-8, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 23, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C> <C>
/s/ STEPHEN A. SNIDER President, Chief Executive Officer and
- ------------------------------------ Director (Principal Executive Officer)
Stephen A. Snider
/s/ RICHARD FITZGERALD Senior Vice President and Chief Financial
- ------------------------------------ Officer (Principal Financial Officer and
Richard FitzGerald Accounting Officer)
/s/ THOMAS C. CASE Director
- ------------------------------------
Thomas C. Case
/s/ JOHN K. CASTLE Director
- ------------------------------------
John K. Castle
/s/ ERNIE L. DANNER Director
- ------------------------------------
Ernie L. Danner
/s/ C. KENT MAY Director
- ------------------------------------
C. Kent May
/s/ WILLIAM M. PRUELLAGE Director
- ------------------------------------
William M. Pruellage
/s/ SAMUEL URCIS Director
- ------------------------------------
Samuel Urcis
</TABLE>
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C> <C>
4.1 -- Specimen common stock certificate of Universal Compression
Holdings, Inc. (incorporated by reference to Exhibit 4.1 of
Amendment No. 2 dated May 22, 2000 to Universal Compression
Holdings, Inc.'s Registration Statement on Form S-1 (File No.
333-34090)).
4.2 -- Purchase Agreement, dated as of February 13, 1998, between
Universal Compression Holdings, Inc. and BT Alex. Brown
Incorporated (incorporated by reference to Exhibit 4.1 of
Universal Compression Holdings, Inc.'s Registration Statement on
Form S-4 dated March 19, 1998 (File No. 333-48283)).
4.3 -- Purchase Agreement, dated as of February 13, 1998, between
Universal Compression, Inc. and each of BT Alex. Brown and
Salomon Smith Barney (incorporated by reference to Exhibit 4.1 to
Universal Compression, Inc.'s Registration Statement on Form S-4
dated March 19, 1998 (File No. 333-48279)).
4.4 -- Specimen of Universal Compression Holdings, Inc.'s 11 3/8% Senior
Discount Note due 2009 (incorporated by reference to Exhibit 4.2
to Universal Compression Holdings, Inc.'s Registration Statement
on Form S-4 dated March 19, 1998 (File No. 333-48283)).
4.5 -- Indenture, dated as of February 20, 1998, between Universal
Compression Holdings, Inc. and United States Trust Company of New
York, as Trustee, with respect to the 11 3/8% Senior Discount
Notes (incorporated by reference to Exhibit 4.3 to Universal
Compression Holdings, Inc.'s Registration Statement on Form S-4
dated March 19, 1998 (File No. 333-48283)).
4.6 -- Indenture, dated as of February 20, 1998, between Universal
Compression, Inc. and the United States Trust Company of New
York, as Trustee, with respect to the 9 3/8% Senior Discount
Notes (incorporated by reference to Exhibit 4.3 to Universal
Compression, Inc.'s Registration Statement on Form S-4 dated
March 19, 1998 (File No. 333-48279)).
4.7 -- First Supplemental Indenture, dated May 9, 2000, between
Universal Compression, Inc. and United States Trust Company of
New York, as Trustee, with respect to the 9 7/8% Senior Discount
Notes. (incorporated by reference to Exhibit 4.7 of Amendment No.
2 dated May 22, 2000 to Universal Compression Holdings, Inc.'s
Registration Statement on Form S-1 (File No. 333-34090)).
4.8 -- Specimen of Universal Compression, Inc.'s 9 7/8% Senior Discount
Notes due 2008 (incorporated by reference to Exhibit 4.2 to
Universal Compression, Inc.'s Registration Statement on Form S-4
dated March 19, 1998 (File No. 333-48279)).
4.9 -- Registration Rights Agreement, dated February 20, 1998, between
Universal Compression Holdings, Inc. and BT Alex. Brown
Incorporated (incorporated by reference to Exhibit 4.4 to
Universal Compression Holdings, Inc.'s Registration Statement on
Form S-4 dated March 19, 1998 (File No. 333-48283)).
4.10 -- Form of Notes under Credit Agreement (incorporated by reference
to Exhibit 4.6 to Universal Compression Holdings, Inc.'s
Registration Statement on Form S-4 dated March 19, 1998 (File No.
333-48283)).
4.11 -- Stock Purchase Plan Buyback Agreement, dated March 26, 1999,
among Universal Compression Holdings, Inc. and the persons named
therein (incorporated by reference to Exhibit 4.10 of Universal
Compression Holdings, Inc.'s Annual Report on Form 10-K for the
year ended March 31, 1999).
4.12 -- Universal Compression Holdings, Inc. Incentive Stock Option Plan,
as amended (incorporated by reference to Exhibit 10 of
Registrant's Quarterly Report on Form 10-Q for the period ended
September 30, 1998, and Exhibits 10.3 and 10.4 to Amendment No. 2
to Registrant's Registration Statement on Form S-1 (File No.
333-34090)).
5.1* -- Opinion of Valerie L. Banner, Esq. regarding the validity of the
securities being registered.
23.1* -- Consent of Valerie L. Banner, Esq. (included as part of Exhibit
5.1).
23.2* -- Consent of Deloitte & Touche LLP.
</TABLE>
* Filed herewith.
<PAGE> 1
EXHIBIT 5.1
May 23, 2000
Universal Compression Holdings, Inc.
4440 Brittmoore Road
Houston, Texas 77041-8004
Re: Universal Compression Holdings, Inc. - Registration Statement on Form S-8
Ladies and Gentlemen:
I am general counsel of Universal Compression Holdings, Inc., a Delaware
corporation (the "Company"), and have acted in such capacity in connection with
the preparation of a Registration Statement on Form S-8 (the "Registration
Statement") filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to the registration of up to
1,912,421 shares of the Company's Common Stock, par value $.01 per share to be
issued by the Company from time to time pursuant to options granted under the
Universal Compression Holdings, Inc. Incentive Stock Option Plan (the "Plan")
(all such shares and options are referred to herein as the "Shares" and the
"Options," respectively).
In connection with this opinion, I have examined and relied upon such
records, documents, certificates and other instruments as in my judgment are
necessary or appropriate to form the basis for the opinions hereinafter set
forth. In all such examinations, I have assumed the genuineness of signatures on
original documents and the conformity to such original documents of all copies
submitted to me as certified, conformed or photographic copies, and as to
certificates of public officials, I have assumed the same to have been properly
given and to be accurate. As to matters of fact material to this opinion, I have
relied upon statements and representations of representatives of the Company and
of public officials.
For purposes of this opinion, I have assumed the following: (i) the Shares
that may be issued upon exercise of the Options granted pursuant to the Plan
will continue to be duly authorized on the dates of such issuance (ii) on the
date on which any Option is exercised, such Option will have been duly executed,
issued and delivered by the Company and will constitute the legal, valid and
binding obligation of the Company, enforceable against the Company in accordance
with its terms, subject, as to enforceability, to applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors'
rights generally, general equitable principles and the discretion of courts in
granting equitable remedies and (iii) the effectiveness of the Company's
proposed recapitalization as described in the Restated Certificate of
Incorporation filed as an Exhibit to the Registration Statement.
<PAGE> 2
This opinion is limited in all respects to the General Corporation Law of
the State of Delaware and no opinion is expressed with respect to the laws of
any other jurisdiction or any effect not such laws may have on the opinions
expressed herein. This opinion is limited to the matters stated herein, and no
opinion is implied or may be inferred beyond the matters expressly stated
herein.
Based upon and subject to the foregoing, I am of the opinion that:
(i) the Shares are duly authorized; and
(ii) upon the issuance of the Shares against payment therefor upon exercise
of the Options as provided in the Plan, the Shares will be validly
issued, fully paid and non-assessable.
This opinion is given as of the date hereof, and I assume no obligation to
update this opinion to reflect any fact or circumstance that may hereafter come
to my attention or any change in law or regulation that may hereafter occur.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement. In giving such consent, I do not thereby admit that I am
in the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ VALERIE L. BANNER
Valerie L. Banner,
Senior Vice President and General Counsel
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Universal Compression Holdings, Inc. (the "Company") on Form S-8 of our report
dated April 28, 2000 and May 22, 2000 as to Note 13, appearing in the Annual
Report on Form 10-K of the Company for the year ended March 31, 2000.
Deloitte & Touche LLP
Houston, Texas
May 23, 2000
