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As filed with the Securities and Exchange Commission on May 26, 2000
Registration No. 333-________
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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)
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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)
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GRANT PRIDECO, INC. 401(K) SAVINGS PLAN
(Full title of the plans)
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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
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CALCULATION OF REGISTRATION FEE
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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
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Common Stock,
par value $.01 per share 500,000 shares (2) $20.78125 $10,390,625 $2,743.13
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(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 as
reported by the New York Stock Exchange, Inc. on May 22, 2000.
(2) Also includes an indeterminable number of shares of Common Stock issuable
as a result of the anti-dilution provisions of the Grant Prideco 401(K)
Savings Plan. In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to or in the Grant Prideco, Inc.
401(K) Savings Plan.
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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); 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; and
(ii) the Registrant's Quarterly Report on Form 10-Q for the three
months ended March 31, 2000.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
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4.1 Restated Certificate of Incorporation (incorporated by reference from exhibit no. 3.1 of the
Registrant's Registration Statement on Form S-3 (File No. 333-35272).
4.2 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 Grant Prideco, Inc. 401(K) Savings Plan.
4.4 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).
4.5 Loan and Security Agreement dated April 14, 2000, among Grant and certain of its subsidiaries,
the lenders identified therein and Transamerica Business Credit Corporation, ("TBCC"), as agent
(incorporated by reference from exhibit no. 4.3 to Grant's Registration Statement on Form S-3
(File No. 333-35272).
4.6 Pledge Agreement dated April 14, 2000, among Grant and certain of its subsidiaries, the lenders
identified therein and TBCC, as agent (incorporated by reference from exhibit no. 4.5 to
Grant's Registration Statement on Form S-3 (File No. 333-35272).
4.7 Guaranty dated April 14, 2000, by Grant and certain of its subsidiaries in favor of TBCC, agent
(incorporated by reference from exhibit no. 4.4 to Grant's Registration Statement on Form S-3
(File No. 333-35272).
4.8 Distribution Agreement dated March 22, 2000, between Grant Prideco, Inc. and Weatherford
International, Inc. (incorporated by reference from exhibit no. 2.1 of the Registrant's
Registration Statement on S-3 (File No. 333-35272).
4.9 Guaranty dated April 14, 2000, by certain subsidiaries of Grant Prideco in favor of Weatherford
(incorporated by reference from Exhibit 4.11 to the Registrant's Quarterly Report on Form 10-Q
for the three months ended March 31, 2000).
4.10 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).
4.11 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).
4.12 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).
5.1 Opinion of Associate General Counsel
23.1 Consent of Fulbright & Jaworski (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24.1 Powers of Attorney (included on page II-4 of this Registration Statement.
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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
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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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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 May 26, 2000.
GRANT PRIDECO, INC.
By: /s/ John C. Coble
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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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NAME TITLE DATE
/s/ Bernard J. Duroc-Danner Chairman of the Board and Director May 26, 2000
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Bernard J. Duroc-Danner
/s/ John C. Coble President and Director May 26, 2000
---------------------------------------- (principal executive officer)
John C. Coble
/s/ Frances R. Powell Vice President and Chief Financial May 26, 2000
---------------------------------------- Officer (principal financial and
Frances R. Powell accounting officer)
/s/ Eliot M. Fried Director May 26, 2000
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Eliot M. Fried
/s/ Sheldon B. Lubar Director May 26, 2000
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Sheldon B. Lubar
/s/ William Macaulay Director May 26, 2000
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William Macaulay
/s/ Robert K. Moses, Jr. Director May 26, 2000
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Robert K. Moses, Jr.
Director May __, 2000
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Robert A. Rayne
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SIGNATURES
Pursuant to the requirements of the Securities act of 1933, the
Administrative Committee of the Grant Prideco 401(K) Savings Plan 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 May 26, 2000.
GRANT PRIDECO, INC.
401(K) SAVINGS PLAN
By: /s/ Warren S. Avery
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Name: Warren S. Avery
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Title: Vice President of Human Resources
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EXHIBIT INDEX
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4.1 Restated Certificate of Incorporation (incorporated by reference from exhibit no. 3.1 of the
Registrant's Registration Statement on Form S-3 (File No. 333-35272).
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 Grant Prideco, Inc. 401(K) Savings Plan.
4.4 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).
4.5 Loan and Security Agreement dated April 14, 2000, among Grant and certain of its subsidiaries,
the lenders identified therein and Transamerica Business Credit Corporation, ("TBCC"), as agent
(incorporated by reference from exhibit no. 4.3 to Grant's Registration Statement on Form S-3
(File No. 333-35272).
4.6 Pledge Agreement dated April 14, 2000, among Grant and certain of its subsidiaries, the lenders
identified therein and TBCC, as agent (incorporated by reference from exhibit no. 4.5 to
Grant's Registration Statement on Form S-3 (File No. 333-35272).
4.7 Guaranty dated April 14, 2000, by Grant and certain of its subsidiaries in favor of TBCC, agent
(incorporated by reference from exhibit no. 4.4 to Grant's Registration Statement on Form S-3
(File No. 333-35272).
4.8 Distribution Agreement dated March 22, 2000, between Grant Prideco, Inc. and Weatherford
International, Inc. (incorporated by reference from exhibit no. 2.1 of the Registrant's
Registration Statement on S-3 (File No. 333-35272).
4.9 Guaranty dated April 14, 2000, by certain subsidiaries of Grant Prideco in favor of Weatherford
(incorporated by reference from Exhibit 4.11 to the Registrant's Quarterly Report on Form 10-Q
for the three months ended March 31, 2000).
4.10 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).
4.11 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).
4.12 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).
5.1 Opinion of Fulbright & Jaworski
23.1 Consent of Fulbright & Jaworski (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
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