<PAGE> 1
As filed with the Securities and Exchange Commission on April 13, 2000
Registration No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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GRANT PRIDECO, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 76-0312499
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
1450 LAKE ROBBINS DRIVE, SUITE 600
THE WOODLANDS, TEXAS 77380
(Address of Principal Executive Officer) (Zip Code)
</TABLE>
GRANT PRIDECO, INC. 2000 EMPLOYEE STOCK OPTION AND RESTRICTED STOCK PLAN
GRANT PRIDECO, INC. 2000 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
GRANT PRIDECO, INC. EXECUTIVE DEFERRED COMPENSATION PLAN
GRANT PRIDECO, INC. FOREIGN EXECUTIVE DEFERRED COMPENSATION PLAN
GRANT PRIDECO, INC. DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
DISTRIBUTION AGREEMENT BETWEEN GRANT PRIDECO, INC. AND
WEATHERFORD INTERNATIONAL, INC.
(Full title of the plans)
-----------------------------
JOHN C. COBLE
GRANT PRIDECO, INC.
1450 LAKE ROBBINS DRIVE
THE WOODLANDS, TEXAS 77380
(Name and address of agent for service)
281/297-8500
(Telephone number, including area code, of agent for service)
With a copy to:
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS77010-3095
(713) 651-5151
ATTENTION: CHARLES L. STRAUSS
-----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
TITLE OF SECURITIES PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED AMOUNT TO BE REGISTERED OFFERING PRICE PER SHARE(1) AGGREGATE OFFERING PRICE(1) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.01 per share 14,030,000 shares (2) $17.125 $240,263,750 $63,430
====================================================================================================================================
</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 Common Stock on a
"when-distributed basis" as reported by the New York Stock Exchange, Inc.
on April 10, 2000.
(2) Consists of (a) 10,000,000 shares of Common Stock for the Grant Prideco,
Inc. Employee Stock Option Plan, (b) 780,000 shares of Common Stock for the
Grant Prideco, Inc. Non-Employee Director Stock Option Plan; (c) 1,500,000
shares of Common Stock to be issued to certain holders of options to
purchase Weatherford common stock pursuant to the terms and conditions of
the Distribution Agreement dated April 14, 2000, between Grant Prideco,
Inc. and Weatherford International, Inc. (the "Distribution Agreement"),
(d) 1,000,000 shares of Common Stock to be issued to certain participants
in Weatherford International, Inc.'s Deferred Compensation Plans pursuant
to the terms and conditions of the Distribution Agreement; (e) 500,000
shares to be issued pursuant to the terms and conditions of the Grant
Prideco, Inc. Executive Deferred Compensation Plan; (f)150,000 shares to be
issued pursuant to the terms and conditions of Grant Prideco, Inc.'s
Foreign Deferred Compensation Plan; (g) 100,000 shares to be issued
pursuant to the terms and conditions of Grant Prideco, Inc.'s Non-Employee
Director Executive Deferred Compensation Plan; and (h) an indeterminable
number of shares of Common Stock issuable as a result of the anti-dilution
provisions of each of the foregoing plans or agreements.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Grant Prideco, Inc., a Delaware corporation (the "Company" or
"Registrant") incorporates by reference in this Registration Statement the
following:
(i) the Registrant's effective Registration Statement on Form 10 (File
No. 001-15243) (including without limitation the description of the Registrant's
Common Stock contained therein); and
(ii) all documents filed by 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.
Curtis W. Huff, the Vice President, Interim General Counsel and
Secretary of Grant Prideco, Inc., is of-counsel at Fulbright & Jaworski L.L.P.
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. The
Registrant's Restated Certificate of Incorporation provides that the
Registrant's directors are not liable to the Registrant or its stockholders for
monetary damages for breach of their fiduciary duty, subject to the described
exceptions specified by Delaware law.
Under Section 145 of the Delaware General Corporation Law and our
bylaws, we are obligated to indemnify our present and former directors and
officers and may indemnify other employees and individuals 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 the person to whom
indemnity is granted acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to our best interests, and with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. A similar standard of care is applicable in the case of
derivative actions, except that indemnification extends only to expenses
(including attorneys' fees) incurred in connection with defense or settlement of
such an action, and the Delaware General Corporation Law requires court approval
before there can be any indemnification where the person seeking indemnification
has been found liable to Grant Prideco.
Section 145 of the Delaware General Corporation Law also empowers 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 the 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.
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<PAGE> 3
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Form of Restated Certificate of Incorporation (incorporated by
reference from exhibit no. 3.1 of the Registrant's Registration
Statement on Form 10 (File No. 001-15423).
4.2 Form of Restated Bylaws of the Registrant (incorporated by reference
from exhibit no. 3.2 of the Registrant's Registration Statement on
Form 10 (File No. 001-15423).
4.3 Distribution Agreement dated April 14, 2000, between Grant Prideco,
Inc. and Weatherford International, Inc. (incorporated by reference
from exhibit no. 2.1 of the Registrant's Registration Statement on
Form 10 (File No. 001-15423).
4.4 Grant Prideco 2000 Employee Stock Option and Restricted Stock Plan
(incorporated by reference from exhibit no. 10.5 of the Registrant's
Registration Statement on Form 10 (File No. 001-15423).
4.5 Grant Prideco, Inc. 2000 Non-Employee Director Stock Option Plan
(incorporated by reference from exhibit no. 10.6 of the Registrant's
Registration Statement on Form 10 (File No. 001-15423).
4.6 Grant Prideco, Inc. Executive Deferred Compensation Plan
(incorporated by reference from exhibit No. 10.9 of the Registrant's
Registration Statement on Form 10 (File No. 001-15423)
4.7 Grant Prideco, Inc. Foreign Executive Deferred Compensation Plan
(incorporated by reference from exhibit no. 10.8 of the Registrant's
Registration Statement on Form 10 (File No. 001-15423).
4.8 Grant Prideco, Inc. Deferred Compensation Plan for Non-Employee
Directors (incorporated by reference from exhibit no. 10.10 of the
Registrant's Registration Statement on Form 10 (File No. 001-15423).
4.9 Form of Subordinated Promissory Note payable to Weatherford
International, Inc. (incorporated by reference from exhibit no. 4.1
of the Registrant's Registration Statement on Form 10
(File No. 001-15423).
5.1 Opinion of Fulbright & Jaworski
23.1 Consent of Fulbright & Jaworski (included in Exhibit 5.1)
99.1 Consent of Elliott M. Fried
99.2 Consent of Sheldon B. Lubar
99.3 Consent of William E. Macaulay
99.4 Consent of Robert K. Moses
99.5 Consent of Robert A. Rayne
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
II-2
<PAGE> 4
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 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.
(4) 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 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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<PAGE> 5
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 April 13, 2000.
GRANT PRIDECO, INC.
By: /s/ JOHN C. COBLE
---------------------------------
John C. Coble
Chief Executive Officer,
President and Director
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints John C. Coble and Frances R. Powell, or
any 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 any 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 any 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.
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<CAPTION>
NAME TITLE DATE
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<S> <C> <C>
/s/ BERNARD J. DUROC-DANNER Chairman of the Board and Director April 13, 2000
- ----------------------------------------
Bernard J. Duroc-Danner
/s/ JOHN C. COBLE President April 13, 2000
- ---------------------------------------- (principal executive officer)
John C. Coble
/s/ FRANCES R. POWELL Vice President and Chief Financial April 13, 2000
- ---------------------------------------- Officer (principal financial and
Frances R. Powell accounting officer)
/s/ CURTIS W. HUFF Vice President, Interim General April 13, 2000
- ---------------------------------------- Counsel, Secretary and Director
Curtis W. Huff
</TABLE>
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EXHIBIT INDEX
<TABLE>
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EXHIBIT
NUMBER DESCRIPTION
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4.1 Form of Restated Certificate of Incorporation (incorporated by
reference from exhibit no. 3.1 of the Registrant's Registration
Statement on Form 10 (File No. 001-15423).
4.2 Form of Restated Bylaws of the Registrant (incorporated by reference
from exhibit no. 3.2 of the Registrant's Registration Statement on
Form 10 (File No. 001-15423).
4.3 Distribution Agreement dated April 14, 2000, between Grant Prideco,
Inc. and Weatherford International, Inc. (incorporated by reference
from exhibit no. 2.1 of the Registrant's Registration Statement on
Form 10 (File No. 001-15423).
4.4 Grant Prideco 2000 Employee Stock Option and Restricted Stock Plan
(incorporated by reference from exhibit no. 10.5 of the Registrant's
Registration Statement on Form 10 (File No. 001-15423).
4.5 Grant Prideco, Inc. 2000 Non-Employee Director Stock Option Plan
(incorporated by reference from exhibit no. 10.6 of the Registrant's
Registration Statement on Form 10 (File No. 001-15423).
4.6 Grant Prideco, Inc. Executive Deferred Compensation Plan (incorporated
by reference from exhibit No. 10.9 of the Registrant's Registration
Statement on Form 10 (File No. 001-15423)
4.7 Grant Prideco, Inc. Foreign Executive Deferred Compensation Plan
(incorporated by reference from exhibit no. 10.8 of the Registrant's
Registration Statement on Form 10 (File No. 001-15423).
4.8 Grant Prideco, Inc. Deferred Compensation Plan for Non-Employee
Directors (incorporated by reference from exhibit no. 10.10 of the
Registrant's Registration Statement on Form 10 (File No. 001-15423).
4.9 Form of Subordinated Promissory Note payable to Weatherford
International, Inc. (incorporated by reference from exhibit no. 4.1 of
the Registrant's Registration Statement on Form 10 (File No.
001-15423).
5.1 Opinion of Fulbright & Jaworski
23.1 Consent of Fulbright & Jaworski (included in Exhibit 5.1)
99.1 Consent of Elliott M. Fried
99.2 Consent of Sheldon B. Lubar
99.3 Consent of William E. Macaulay
99.4 Consent of Robert K. Moses
99.5 Consent of Robert A. Rayne
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[LETTERHEAD OF FULBRIGHT & JAWORSKI L.L.P.]
April 13, 2000
Grant Prideco, Inc.
1450 Lake Robbins Drive
The Woodlands, Texas 77380
Gentlemen:
We have acted as counsel for Grant Prideco, Inc., a Delaware corporation (the
"Registrant"), in connection with the registration under the Securities Act of
1933 of 14,030,000 shares of the Registrant's common stock, par value $.01 per
share (the "Shares"), which are to be offered upon the terms and subject to the
conditions set forth in the Grant Prideco, Inc. 2000 Employee Stock Option and
Restricted Stock Plan, the Grant Prideco, Inc. 2000 Non-Employee Director Stock
Option Plan, the Grant Prideco, Inc. Executive Deferred Compensation Plan, the
Grant Prideco, Inc. Foreign Executive Deferred Compensation Plan, the Grant
Prideco, Inc. Deferred Compensation Plan for Non-Employee Directors and the
Distribution Agreement dated as of March 22, 2000 between the Registrant and
Weatherford International, Inc. (collectively, 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 Registrant, the Bylaws of the Registrant, as amended, 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 Registrant's Registration Statement on Form
S-8 (the "Registration Statement") to be filed with the Securities and Exchange
Commission with respect to the Shares.
We have assumed the authenticity and completeness of all records,
certificates and other instruments submitted to us as originals, the conformity
to original documents of all records, certificates and other instruments
submitted to us as copies, the authenticity and completeness of the originals of
those records, certificates and other instruments submitted to us as copies and
the correctness of all statements of fact contained in all records, certificates
and other instruments that we have examined.
Based on the foregoing, and having regard for such legal considerations as we
have deemed relevant, we are of the opinion that the Shares have been duly and
validly authorized for issuance and, when issued in accordance with the terms of
the 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.
Very truly yours,
/s/ FULBRIGHT & JAWORSKI L.L.P.
------------------------------------
Fulbright & Jaworski L.L.P.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports dated
January 28, 2000 included in Grant Prideco, Inc.'s Form 10 for the year ended
December 31, 1999 and to all references to our Firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
- ----------------------------
Houston, Texas
April 13, 2000
<PAGE> 1
EXHIBIT 99.1
In connection with the filing by Grant Prideco, Inc. (the "Company") of
(i) a Registration Statement on Form S-8 with the Securities and Exchange
Commission and (ii) a shelf Registration Statement on Form S-3 with the
Securities and Exchange Commission (together, the "Registration Statements"),
the undersigned consents to being named in the Registration Statements as a
person who will be elected as a director of the Company effective April 14,
2000. The undersigned further consents to serve as a director of the Company and
to the filing of this consent as an exhibit to the Registration Statements.
Dated: April 13, 2000
/s/ ELIOT M. FRIED
<PAGE> 1
EXHIBIT 99.2
In connection with the filing by Grant Prideco, Inc. (the "Company") of
(i) a Registration Statement on Form S-8 with the Securities and Exchange
Commission and (ii) a shelf Registration Statement on Form S-3 with the
Securities and Exchange Commission (together, the "Registration Statements"),
the undersigned consents to being named in the Registration Statements as a
person who will be elected as a director of the Company effective April 14,
2000. The undersigned further consents to serve as a director of the Company and
to the filing of this consent as an exhibit to the Registration Statements.
Dated: April 13, 2000
/s/ SHELDON B. LUBAR
<PAGE> 1
EXHIBIT 99.3
In connection with the filing by Grant Prideco, Inc. (the "Company") of
(i) a Registration Statement on Form S-8 with the Securities and Exchange
Commission and (ii) a shelf Registration Statement on Form S-3 with the
Securities and Exchange Commission (together, the "Registration Statements"),
the undersigned consents to being named in the Registration Statements as a
person who will be elected as a director of the Company effective April 14,
2000. The undersigned further consents to serve as a director of the Company and
to the filing of this consent as an exhibit to the Registration Statements.
Dated: April 13, 2000
/s/ WILLIAM E. MACAULAY
<PAGE> 1
EXHIBIT 99.4
In connection with the filing by Grant Prideco, Inc. (the "Company") of
(i) a Registration Statement on Form S-8 with the Securities and Exchange
Commission and (ii) a shelf Registration Statement on Form S-3 with the
Securities and Exchange Commission (together, the "Registration Statements"),
the undersigned consents to being named in the Registration Statements as a
person who will be elected as a director of the Company effective April 14,
2000. The undersigned further consents to serve as a director of the Company and
to the filing of this consent as an exhibit to the Registration Statements.
Dated: April 13, 2000
/s/ ROBERT K. MOSES
<PAGE> 1
EXHIBIT 99.5
In connection with the filing by Grant Prideco, Inc. (the "Company") of
(i) a Registration Statement on Form S-8 with the Securities and Exchange
Commission and (ii) a shelf Registration Statement on Form S-3 with the
Securities and Exchange Commission (together, the "Registration Statements"),
the undersigned consents to being named in the Registration Statements as a
person who will be elected as a director of the Company effective April 14,
2000. The undersigned further consents to serve as a director of the Company and
to the filing of this consent as an exhibit to the Registration Statements.
Dated: April 13, 2000
/s/ ROBERT A. RAYNE
