<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 30, 1995
REGISTRATION NO. 33-_____________
============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
________________
WEATHERFORD INTERNATIONAL INCORPORATED
(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, HOUSTON, TEXAS 77056
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
WEATHERFORD INTERNATIONAL INCORPORATED NON-EMPLOYEE DIRECTOR
STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
H. SUZANNE THOMAS
Sr. Vice President, Secretary and General Counsel
Weatherford International Incorporated
1360 Post Oak Boulevard
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
Attn: Charles L. Strauss
1301 McKinney
Houston, Texas 77010-3095
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================
Amount Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share Price Fee
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.10 par
value, of Weatherford 120,000
International Incorporated shares (1) $12.50 $1,500,000(2) $517.24(2)
====================================================================================================
<FN>
(1) There are also registered hereby such indeterminate number of
shares of Common Stock as may become issuable by reason of the anti-dilution
provisions of the Weatherford International Incorporated Non-Employee
Director Stock Option Plan.
(2) Pursuant to Rule 457(h), the maximum aggregate offering price is
estimated, solely for the purpose of determining the registration fee, on the
basis of the average of the high and low prices of the Common Stock in the
consolidated reporting system on August 25, 1995.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by Weatherford
International Incorporated, a Delaware corporation (the "Company"), with the
Securities and Exchange Commission (the "Commission"), are incorporated by
reference into this Registration Statement:
1. Annual Report of the Company on Form 10-K 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 of the Company on Form 10-Q for the quarter
ended March 31, 1995.
3. Quarterly Report of the Company on Form 10-Q for the quarter
ended June 30, 1995.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 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
documents.
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 54,235,143 shares were legally issued and outstanding on June
30, 1995 and 1,000,000 shares of Serial Preferred Stock, $1.00 par value.
The Company held 103,153 shares of Common Stock in its treasury as of such
date.
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,
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. There are currently no series of
Serial Preferred Stock outstanding.
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
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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 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) 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) increasing the stockholder vote required to amend, repeal or
adopt any provision in a manner 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, who is not a
participant in the plan covered hereby. As of June 30, 1995, Ms. Thomas owned
beneficially 74,442 shares of Common Stock and held options to purchase an
additional 56,000 shares of Common Stock.
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<PAGE>
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's 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 Company's 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 Company's
Certificate further provides that in the event 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 being officers 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 duty to the corporation
II-4
<PAGE>
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 Delaware law 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 1933 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 1933 Act and is, therefore,
unenforceable.
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 June 9, 1993 (incorporated by reference to Exhibit 3.1
to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993 (File No. 1-7867)).
4.2 -- By-Laws of the Company, as amended March 17, 1994 (incorporated
by reference to Exhibit 3.1 to the Company's Report on Form 8-K
dated April 15, 1994 (File No. 1-7867)).
II-5
<PAGE>
4.3 -- Weatherford International Incorporated Non-Employee Director
Stock Option Plan (incorporated by reference to Exhibit 10.13
to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994 (File No. 1-7867)).
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).
Item 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement 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.
The undersigned registrant hereby undertakes (i) that, for the purpose
of determining any liability under the 1933 Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and (ii) 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 1933 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 1933 Act
and will be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, Weatherford International Incorporated 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 August 28, 1995.
WEATHERFORD INTERNATIONAL INCORPORATED
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 Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
POWER OF ATTORNEY
Each person whose signature appears below appoints Philip Burguieres and
H. Suzanne Thomas, and both of them, either of whom may act without the
joinder of the other, as 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, with all exhibits thereto and all other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done, 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 their
substitute or substitutes may lawfully do or cause to be done by virtue
hereof.
Signature Title Date
--------- ----- ----
/s/ Philip Burguieres Chairman, President, Chief
____________________________ Executive Officer and Director August 28, 1995
(Philip Burguieres) (Principal Executive Officer)
Senior Vice President,
Chief Financial
/s/ Norman W. Nolen Officer and Treasurer
____________________________ (Principal Financial and August 28, 1995
(Norman W. Nolen) Accounting Officer)
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Robert K. Moses, Jr. Director August 28, 1995
____________________________
(Robert K. Moses, Jr.)
/s/ Thomas N. Amonett Director August 28, 1995
____________________________
(Thomas N. Amonett)
/s/ Thomas C. Brown Director August 28, 1995
____________________________
(Thomas C. Brown)
/s/ J. Kelly Elliott Director August 28, 1995
____________________________
(J. Kelly Elliott)
/s/ John W. Johnson Director August 28, 1995
____________________________
(John W. Johnson)
/s/ W. Randolph Smith Director August 28, 1995
____________________________
(W. Randolph Smith)
/s/ William E. Greehey Director August 28, 1995
____________________________
(William E. Greehey)
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description
- -------------- -----------
4.1 -- Restated Certificate of Incorporation of the Company as amended
through June 9, 1993 (incorporated by reference to Exhibit 3.1
to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993 (File No. 1-7867)).
4.2 -- By-Laws of the Company, as amended March 17, 1994 (incorporated
by reference to Exhibit 3.1 to the Company's Report on Form 8-K
dated April 15, 1994 (File No. 1-7867)).
4.3 -- Weatherford International Incorporated Non-Employee Director
Stock Option Plan (incorporated by reference to Exhibit 10.13
to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994 (File No. 1-7867)).
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).
<PAGE>
[Letterhead of Weatherford]
August 28, 1995
Weatherford International Incorporated
1360 Post Oak Boulevard, Suite 1000
Houston, Texas 77056
RE: REGISTRATION STATEMENT ON FORM S-8 -- NON-EMPLOYEE DIRECTOR STOCK
OPTION PLAN (THE "REGISTRATION STATEMENT")
Dear Sirs:
I am Senior Vice President, Secretary and General Counsel for
Weatherford International Incorporated a Delaware corporation (the
"Company"), and have acted as legal counsel in connection with the
authorization of an aggregate amount of 120,000 shares (the "Shares") of the
common stock, $.10 par value of the Company ("Common Stock"), that may be
issued upon the exercise of options granted to non-employee directors of the
Company, pursuant to and subject to the terms and conditions of the Company's
Non-employee Director Stock Option Plan (the "Plan").
In connection with rendering the opinions hereinafter expressed, I have
examined, among other things, the Plan, the Restated Certificate of
Incorporation and By-Laws of the Company, both as amended to date, the
corporate proceedings with respect to the Plan and such other corporate
documents as I have deemed appropriate.
Based on the foregoing, and having due regard for such legal
considerations as I have deemed relevant, I am of the opinion that:
1. The Plan, and the issuance and sale of the Shares pursuant to the
Plan, have been duly authorized by all necessary corporate action on the part
of the Company.
2. Upon the issuance of the Shares pursuant to the Plan, the Shares will
be validly issued, fully paid and nonassessable, and the holders thereof
will have no personal liability for the debts and obligations of the Company
solely as a result of their status as stockholders under the laws of the
State of Delaware, where the Company is incorporated, or the laws of the
State of Texas, where the Company has it principal place of business.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement registering the Shares and to the reference to me
under the heading "Interests of Named Experts and Counsel" in said
Registration Statement.
The opinions expressed herein are limited exclusively to the General
Corporation Law of the State of Delaware, the laws of the State of Texas and
the federal securities law of the United States of America.
<PAGE>
Weatherford International Incorporated
August 28, 1995
Page 2
This opinion is provided at your request and solely in connection with
the Registration Statement. This opinion may be relied upon only by you and
may not be quoted from or referred to or copies delivered to any other person
without my prior written consent, except as provided herein.
I own beneficially 74,442 Shares of Common Stock and hold options to
purchase an additional 56,000 shares of Common Stock, of which 32,333 options
are immediately exercisable.
Very truly yours,
H. Suzanne Thomas
<PAGE>
EXHIBIT 23.1
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 Weatherford International
Incorporated's Form 10-K for the year ended December 31, 1994 and to all
references to our firm included in this Registration Statement.
/s/ Arthur Andersen
Houston, Texas
August 28, 1995
