<PAGE>
As filed with the Securities and Exchange Commission on October 5, 1995
Registration No. 33-63215
- -----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------
WEATHERFORD ENTERRA, INC.
(Exact name of issuer as specified in its charter)
Delaware 74-1681642
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1360 Post Oak Boulevard, Suite 1000, Houston, Texas 77056-3098
(Address of Principal Executive Offices) (Zip Code)
Weatherford Enterra, Inc. 1991 Stock Option Plan
Weatherford Enterra, Inc. Restricted Stock Incentive Plan
D. Dale Wood Stock Option Agreement
Enterra Corporation Severance Agreements/Weatherford International Incorporated
Change of Control Agreements
- ------------------------------------------------------------------------------
(Full title of the plans)
H. SUZANNE THOMAS
Sr. Vice President, Secretary and General Counsel
Weatherford Enterra, Inc.
1360 Post Oak Boulevard, Suite 1000
Houston, Texas 77056-3098
(Name and address of agent for service)
(713) 439-9400
(Telephone number, including area code, of agent for service)
--------------
Copies to:
FULBRIGHT & JAWORSKI L.L.P.
ATTN: CHARLES L. STRAUSS
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77010-3095
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by
Weatherford Enterra, Inc., a Delaware corporation (the
"Company"), with the Securities and Exchange Commission (the
"Commission"), are incorporated by reference into this
Registration Statement:
1. Annual Report on Form 10-K of the
Company for the year ended December 31, 1994,
filed by the Company under the Securities Exchange
Act of 1934, as amended (the "Exchange Act").
2. Quarterly Report on Form 10-Q of the
Company for the quarter ended March 31, 1995.
3. Quarterly Report on Form 10-Q of the
Company for the quarter ended June 30, 1995.
4. Current Report on Form 8-K of the
Company filed with the Commission on July 8, 1995.
5. Registration Statement on Form S-4
(Registration No. 33-62195) of the Company, with
respect to the combined unaudited pro forma
financial information contained therein.
Any document filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Registration Statement and prior to the filing of a post-
effective amendment hereto which indicates that all securities
offered have been sold or which deregisters all such securities
then remaining unsold, shall be deemed to be incorporated herein
by reference and to be a part hereof from the date of filing of
such document.
ITEM 4. DESCRIPTION OF SECURITIES.
The Company is authorized by its Restated Certificate of
Incorporation (the "Certificate") to issue 80,000,000 shares of
Common Stock, $.10 par value, of which 27,182,892 shares
were legally issued and outstanding on September 30, 1995 and
1,000,000 shares of Serial Preferred Stock, $1.00 par value, of
which no shares were issued and outstanding on September 30,
1995. The Company held 32,104 shares of Common Stock in
its treasury as of such date. On October 5, 1995, the Company
issued approximately 24,000,000 shares of Common Stock in
conjunction with the merger of Enterra Corporation into
Weatherford International Incorporated, the predecessor of the
Company. Also on October 5, 1995, the Company effected a one-
for-two reverse stock split of shares of Common Stock. All of
the share numbers stated in this paragraph reflect such reverse
stock split.
The Board of Directors of the Company is authorized by the
Certificate to provide for the issuance of one or more series of
Serial Preferred Stock. The Board of Directors has the power to
fix various terms with respect to each such series, including
voting powers, designations, preferences,
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dividend rates, conversion and exchange provisions, redemption
provisions and the amounts which holders are entitled to receive
upon any liquidation, dissolution or winding up of the Company.
All outstanding shares of Common Stock are fully paid and
nonassessable. The holders of Common Stock are entitled to one
vote for each share on all matters voted on by stockholders,
including the election of directors, and are not permitted to
cumulate their votes for the election of directors. The holders
of Common Stock have no preemptive rights to subscribe for or
purchase any additional securities issued by the Company.
Subject to the preferential rights of the holders of the Serial
Preferred Stock, if any is outstanding, the holders of Common
Stock are entitled to receive any dividends which may be declared
by the Board of Directors out of funds legally available therefor
and to share pro rata in the net assets of the Company upon
liquidation. However, dividends have not been paid on the Common
Stock since December 1982, and the Company does not anticipate
paying dividends on the Common Stock at any time in the
foreseeable future.
Certain provisions of the Certificate and By-Laws of the
Company could have the effect of preventing a change in control
of the Company in certain situations. These provisions generally
provide for (a) the classification of the Board of Directors of
the Company into three classes having staggered terms of three
years each; (b) the removal of directors only for cause and with
the approval of holders of at least 80% of the then outstanding
voting stock entitled to vote for the election of directors; (c)
the filling of any vacancy on the Board of Directors by the
remaining directors then in office; (d) the limitation of the
number of directors to a minimum of six and a maximum of fifteen,
with the exact number to be determined by the Board of Directors;
(e) the elimination of the stockholder written consent procedure;
(f) the calling of special meetings of stockholders only by the
Board of Directors; (g) the requirement that certain business
combinations involving the Company and any beneficial owner of
20% or more of the outstanding voting securities of the Company
be approved by holders of at least 80% of the then outstanding
shares of voting stock of the Company, including those held by
such beneficial owner, unless the business combination is
approved by the continuing directors then in office or certain
minimum price requirements are met; and (h) the increased
stockholder vote required to amend, repeal or adopt any provision
inconsistent with the foregoing provisions to 80% or more of the
then outstanding shares of voting stock.
The transfer agent and registrar for the Common Stock is
American Stock Transfer and Trust Company.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the issuance of the shares of Common Stock
offered hereby has been passed upon for the Company by H. Suzanne
Thomas, Sr. Vice President, Secretary and General Counsel of the
Company. Ms. Thomas is a participant in the Weatherford Enterra,
Inc. 1991 Stock Option Plan and the Weatherford Enterra, Inc.
Restricted Stock Incentive Plan and has a Weatherford
International Incorporated Change of Control Agreement. As of
the date hereof, Ms. Thomas owned beneficially 37,221 shares of
Common Stock and held options to purchase an additional 28,000
shares of Common Stock (such numbers reflect the one-for-two
reverse stock split effected by the Company on October 5, 1995).
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Certificate contains a provision that eliminates the
personal monetary liability of a director to the Company and its
stockholders for breach of his fiduciary duty of care as a
director to the extent currently allowed under the Delaware
General Corporation Law ("DGCL"). If a director were to breach
the duty of care in performing his duties as a director, neither
the Company nor its stockholders could recover monetary damages
from the director, and the only course of action available to the
Company's stockholders would be equitable remedies, such as an
action to enjoin or rescind a transaction involving a breach of
the fiduciary duty of care. To the extent certain claims against
directors are limited to equitable remedies, the provision in the
Certificate may reduce the likelihood of derivative litigation
and may discourage stockholders or management from initiating
litigation against directors for breach of their duty of care.
Additionally, equitable remedies may not be effective in many
situations. If a stockholder's only remedy is to enjoin the
completion of the Board of Directors' action, this remedy would
be ineffective if the stockholder does not become aware of a
transaction or event until after it has been completed. In such
a situation, it is possible that the stockholders and the Company
would have no effective remedy against the directors. The
directors do not have liability for monetary damages for grossly
negligent business decisions (in violation of their duty of
care), including decisions made in connection with attempts to
acquire the Company. Liability for monetary damages remains for
(i) any breach of the duty of loyalty to the Company or its
stockholders, (ii) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law,
(iii) payment of an improper dividend or improper repurchase of
the Company's stock under Section 174 of the DGCL or (iv) any
transaction from which the director derived an improper personal
benefit. The Certificate further provides that in the event the
DGCL is amended to allow the further elimination or limitation of
the liability of directors, then the liability of the Company's
directors shall be limited to the fullest extent permitted by the
amended DGCL.
The DGCL permits a corporation to indemnify certain
persons, including officers and directors, who were or are (or
are threatened to be made) parties to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in
right of the corporation) by reason of their being officers or
directors of the corporation. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him, provided the
officer or director acted in good faith and in a manner he
reasonably believed to be in or not opposed to the corporation's
best interests and, in the case of criminal proceedings, provided
he had no reasonable cause to believe that his conduct was
unlawful. The By-Laws of the Company provide indemnification to
the fullest extent allowed pursuant to the foregoing provisions
of the DGCL.
The DGCL further permits a corporation to indemnify
certain persons, including officers and directors, who were or
are (or are threatened to be made) parties to any threatened,
pending or completed action, suit or proceeding by or in the
right of the corporation to procure a judgment in its favor by
reason of their status officers as or directors of the
corporation. The indemnity may include expenses (including
attorneys' fees) actually and reasonably incurred by him,
provided the officer or director acted in good faith and in a
manner he reasonably believed to be in or not opposed to the
corporation's best interests. However, no such person will be
indemnified as to matters for which he is found to be liable for
negligence or misconduct in the performance of his duties to the
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corporation unless, and only to the extent that, indemnification
is ordered by a court. The By-Laws of the Company provide
indemnification to the fullest extent allowed pursuant to the
foregoing provisions of the DGCL.
The Company also has entered, or will enter, into an
indemnification agreement with each of its directors and certain
of its officers. Each such indemnification agreement provides
for indemnification to the fullest extent permitted by the DGCL
and for the advancement of expenses, including attorneys' fees
and other costs, expenses and obligations, paid or incurred in
connection with investigating, defending, being a witness in or
participating in (including on appeal) any threatened, pending or
completed action, suit or proceeding related to the fact that
such director was serving for or at the request of the Company.
To the extent that the Board of Directors or the stockholders of
the Company may in the future wish to limit or repeal the ability
of the Company to indemnify or advance expenses to officers and
directors, such repeal or limitation may not be effective as to
officers and directors who are parties to an indemnification
agreement, since their rights to full protection are
contractually assured by the indemnification agreement.
Delaware corporations also are authorized to obtain
insurance to protect officers and directors from certain
liabilities, including liabilities against which the corporation
cannot indemnify its directors and officers. The Company
currently has in effect a directors' and officers' liability
insurance policy providing aggregate coverage in the amount of
$10,000,000.
All of the foregoing indemnification provisions provide
that such provisions are not to be deemed exclusive of any other
right to indemnity to which a director or officer may be entitled
under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended (the "Securities Act"),
may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, or otherwise,
the Company has been informed that in the opinion of the
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore,
unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following is a list of all Exhibits filed with this
Registration Statement:
EXHIBIT NO.
**4.1-- Restated Certificate of Incorporation of the Company,
as amended through October 5, 1995.
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4.2-- By-Laws of the Company, as amended through March 17,
1994 (incorporated by reference to Exhibit 3.1 to the
Company's Current Report on Form 8-K dated April 28,
1994 (File No. 1-7867)).
**4.3-- Weatherford Enterra, Inc. 1991 Stock Option Plan, as
amended through October 5, 1995.
**4.4-- Weatherford Enterra, Inc. Restricted Stock Incentive
Plan, as amended through October 5, 1995.
**4.5-- D. Dale Wood Stock Option Agreement dated October 5,
1995 between D. Dale Wood and the Company.
**4.6-- Enterra Corporation Severance Agreement with M.
Timothy Carey, C. Paul Evans, Brian Charles Goff,
Steven C. Grant, Edward C. Grimes, Steven W. Krablin,
Windell D. Norris, Jr., J. Joseph Percle, Michael
Peter Smith, Michael L. Stansberry and D. Dale Wood.
**4.7-- Amendment 1995-1 to Severance Agreement with M.
Timothy Carey, C. Paul Evans, Brian Charles Goff,
Steven C. Grant, Edward C. Grimes, Steven W. Krablin,
Windell D. Norris, Jr., J. Joseph Percle, Michael
Peter Smith, Michael L. Stansberry and D. Dale Wood.
4.8-- Weatherford International Incorporated Change of
Control Agreements with Philip Burguieres, James R.
Burke, M.E. Eagles, Norman W. Nolen and H. Suzanne
Thomas (incorporated by reference to Exhibit 10.5 to
the Company's Annual Report on Form 10-K for the year
ended December 31, 1993 (File No. 1-7867)); James D.
Green, Gay S. Mayeux, Jon Nicholson and Weldon W.
Walker (incorporated by reference to Exhibit 10.4 to
the Company's Annual Report on Form 10-K for the year
ended December 31, 1994 (File No. 1-7867)); and
Philip D. Gardner, Robert A. Seekely and F. Thomas
Tilton (incorporated by reference to Exhibit 10.1
to the Company's Quarterly Report Form 10-Q for the
quarter ended March 31, 1995 (File No. 1-7867)).
4.9-- First Amendment to Change of Control Agreement with
Philip Burguieres, James R. Burke, M.E. Eagles,
Norman W. Nolen, H. Suzanne Thomas, James D. Green,
Gay S. Mayeux, Jon Nicholson and Weldon W. Walker
(incorporated by reference to Exhibit 10.2 to the
Company's Quarterly Report Form on Form 10-Q for the
quarter ended March 31, 1995 (File No. 1-7867)); and
Philip D. Gardner, Robert A. Seekely and Frederick
T. Tilton (incorporated by reference to Exhibit
10.2 to the Company's Registration Statement on Form
S-4 (Registration No. 33-62195)).
4.10-- Second Amendment to Change of Control Agreement with
Philip Burguieres, James R. Burke, M.E. Eagles,
Norman W. Nolen, H. Suzanne Thomas, James D. Green,
Gay S. Mayeux, Jon Nicholson and Weldon W. Walker
(incorporated by reference to Exhibit 10.1 to the
Company's Registration Statement on Form S-4
(Registration No. 33-62195)).
**5.1-- Opinion of H. Suzanne Thomas, General Counsel of the
Company.
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*23.1-- Consent of Arthur Andersen LLP.
**23.2-- Consent of H. Suzanne Thomas, General Counsel of the
Company (contained in Exhibit 5.1 hereto).
**24.1--Power of Attorney (contained on page II-9 hereof).
__________
* Filed herewith.
** Previously filed.
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ITEM 9. UNDERTAKINGS.
The undersigned 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 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; 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 (i) and (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 by the Company pursuant to Section 13 or Section 15(d) of
the Exchange Act, that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose 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 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.
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 section 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.
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 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,
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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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SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, as amended, Weatherford Enterra, Inc. 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
Post Effective Amendment No. 1 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on October 5,
1995.
WEATHERFORD ENTERRA, INC.
By: /s/ Philip Burguieres
-----------------------------
Philip Burguieres
Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Post Effective Amendment No. 1 to Registration
Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
Chairman, President,
* Chief Executive October 5, 1995
- ------------------------ Officer and Director
(Philip Burguieres) (Principal Executive
Officer)
Senior Vice President,
Chief Financial
* Officer and Treasurer October 5, 1995
- ------------------------ (Principal Financial and
(Norman W. Nolen) Accounting Officer)
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SIGNATURE TITLE DATE
--------- ----- ----
* Director October 5, 1995
- ------------------------
(Thomas N. Amonett)
Director
- ------------------------
(William E. Greehey)
* Director October 5, 1995
- ------------------------
(John A. Hill)
* Director October 5, 1995
- ------------------------
(John W. Johnson)
* Director October 5, 1995
- ------------------------
(William E. Macaulay)
* Director October 5, 1995
- ------------------------
(Robert K. Moses, Jr.)
* Director October 5, 1995
- ------------------------
(Robert L. Parker, Sr.)
* Director October 5, 1995
- ------------------------
(R. Rudolph Reinfrank)
* Director October 5, 1995
- ------------------------
(Roger M. Widmann)
*By: /s/ H. Suzanne Thomas October 5, 1995
---------------------
(H. Suzanne Thomas,
as Attorney-in-Fact)
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INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
- ------- --------------------------------------------------------
**4.1 -- Restated Certificate of Incorporation of the Company,
as amended through October 5, 1995.
4.2 -- By-Laws of the Company, as amended through March 17,
1994 (incorporated by reference to Exhibit 3.1 to
the Company's Current Report on Form 8-K dated April
28, 1994 (File No. 1-7867)).
**4.3 -- Weatherford Enterra, Inc. 1991 Stock Option Plan, as
amended through October 5, 1995.
**4.4 -- Weatherford Enterra, Inc. Restricted Stock Incentive
Plan, as amended through October 5, 1995.
**4.5 -- D. Dale Wood Stock Option Agreement dated October 5,
1995 between D. Dale Wood and the Company.
**4.6 -- Enterra Corporation Severance Agreement with M. Timothy
Carey, C. Paul Evans, Brian Charles Goff, Steven C.
Grant, Edward C. Grimes, Steven W. Krablin, Windell D.
Norris, Jr., J. Joseph Percle, Michael Peter Smith,
Michael L. Stansberry and D. Dale Wood.
**4.7 -- Amendment 1995-1 to Severance Agreement with M. Timothy
Carey, C. Paul Evans, Brian Charles Goff, Steven C.
Grant, Edward C. Grimes, Steven W. Krablin, Windell D.
Norris, Jr., J. Joseph Percle, Michael Peter Smith,
Michael L. Stansberry and D. Dale Wood.
4.8 -- Weatherford International Incorporated Change of
Control Agreement with Philip Burguieres, James R.
Burke, M.E. Eagles, Norman W. Nolen and H. Suzanne
Thomas (incorporated by reference to Exhibit 10.5 to
the Company's Annual Report on Form 10-K for the year
ended December 31, 1993 (File No. 1-7867)); James D.
Green, Gay S. Mayeux, Jon Nicholson and Weldon W.
Walker (incorporated by reference to Exhibit 10.4 to
the Company's Annual Report on Form 10-K for the year
ended December 31, 1994 (File No. 1-7867)); and Philip
D. Gardner, Robert A. Seekely and F. Thomas Tilton
(incorporated by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995 (File No. 1-7867)).
4.9 -- First Amendment to Change of Control Agreement with
Philip Burguieres, James R. Burke, M.E. Eagles, Norman
W. Nolen, H. Suzanne Thomas, James D. Green, Gay S.
Mayeux, Jon Nicholson and Weldon W. Walker
(incorporated by reference to Exhibit 10.2 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995 (File No. 1-7867)); and Philip D.
Gardner, Robert A. Seekely and Frederick T. Tilton
(incorporated by reference to Exhibit 10.2 to the
Company's Registration Statement on Form S-4
(Registration No. 33-62195)).
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4.10-- Second Amendment to Change of Control Agreement
with Philip Burguieres, James R. Burke, M.E. Eagles,
Norman W. Nolen, H. Suzanne Thomas, James D. Green, Gay
S. Mayeux, Jon Nicholson and Weldon W. Walker
(incorporated by reference to Exhibit 10.1 to the
Company's Registration Statement on Form S-4
(Registration No. 33-62195)).
**5.1 -- Opinion of H. Suzanne Thomas, General Counsel of the
Company.
*23.1 -- Consent of Arthur Andersen, LLP.
**23.2 -- Consent of H. Suzanne Thomas, General Counsel of the
Company (contained in Exhibit 5.1 hereto).
**24.1 -- Power of Attorney (contained on page II-9).
_____________
* Filed herewith.
** Previously filed.
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-8 of our
reports dated March 10, 1995, included in the Form 10-K of Weatherford
International Incorporated (now known as Weatherford Enterra, Inc.), for the
year ended December 31, 1994 and to all references to our firm included in
this Registration Statement.
ARTHUR ANDERSEN LLP
Houston, Texas
October 5, 1995
