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As filed with the Securities and Exchange Commission on November 17, 1995
Registration No. 33-
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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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ENERGY VENTURES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-2515019
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification No.)
5 POST OAK PARK, SUITE 1760
HOUSTON, TEXAS 77027-3415
(Address of Principal Executive Offices) (Zip Code)
ENERGY VENTURES, INC. AMENDED AND RESTATED
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
BERNARD J. DUROC-DANNER
ENERGY VENTURES, INC.
5 POST OAK PARK, SUITE 1760
HOUSTON, TEXAS 77027-3415
(Name and address of agent for service)
(713) 297-8400
(Telephone number, including area code, of agent for service)
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With Copy to:
CURTIS W. HUFF
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77010-3095
(713) 651-5151
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED SHARE (1) PRICE (1) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$1.00 par value 200,000 shares(2) $20.50 $4,100,000 $820
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</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 as reported by the New York Stock Exchange, Inc. on November 14,
1995.
(2) Includes an indeterminable number of shares of Common Stock issuable
as a result of the anti-dilution provisions of the Amended and
Restated Non-Employee Director Stock Option Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference in
this Registration Statement:
1. The Annual Report on Form 10-K of Energy Ventures, Inc., a
Delaware corporation (the "Registrant"), for the fiscal year ended December 31,
1994;
2. The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1995, June 30, 1995, and September 30, 1995; and
3. The Registrant's Current Report on Form 8-K dated May 31,
1995, and Current Report on Form 8-K dated July 13, 1995, as amended by the
Current Report on Form 8-K/A dated August 17, 1995; and
4. The description of the Registrant's common stock, $1.00 par
value, contained in a registration statement on Form 8-A (filed on May 19,
1994) and as amended by a registration statement on Form S-3 (Registration No.
33-61933), including any amendment or report filed for the purpose of updating
such description.
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.
Certain legal matters in connection with the securities offered
hereby are being passed upon for the Registrant by Fulbright & Jaworski L.L.P.,
Houston, Texas. Uriel E. Dutton, a director of the Registrant, is a partner in
the firm of Fulbright & Jaworski L.L.P.
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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 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 above
described exceptions specified by Delaware law.
Section 145 of the Delaware General Corporation Law grants to the
Registrant the power to indemnify each officer and director of the Registrant
against liabilities and expenses incurred by reason of the fact that he is or
was an officer or director of the Registrant if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Registrant and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The By-laws of the
Registrant provide for indemnification of each officer and director of the
Registrant to the fullest extent permitted by Delaware law. Messrs. David J.
Butters, Eliot M. Fried and Robert B. Millard, employees of Lehman Brothers
Inc. ("Lehman Brothers"), constitute three of the eight members of the Board of
Directors of the Registrant. Under the restated certificates of incorporation,
as amended to date, of Lehman Brothers and its parent, Lehman Brothers Holdings
Inc. ("Holdings"), both Delaware corporations, Messrs. Butters, Fried and
Millard, in their capacity as directors of the Registrant, are to be
indemnified by Lehman Brothers and Holdings to the fullest extent permitted by
Delaware law. Messrs. Butters, Fried and Millard are serving as directors of
the Registrant at the request of Lehman Brothers and Holdings.
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 the Registrant against liability asserted
against or incurred by him in any such capacity, whether or not the Registrant
would have 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.
Messrs. Butters, Fried and Millard are insured against certain liabilities
which they may incur in their capacity as directors pursuant to insurance
maintained by Holdings.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Certificate of Incorporation of the Registrant, as amended
through May 22, 1991 (incorporated by reference to Exhibit
No. 4.1 to the Registration Statement on Form S-3 (Reg. No.
33-40833)).
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4.2 By-laws as amended (incorporated by reference to Exhibit
No. 3.2 to Form 10-K, File 0-7265, filed March 1, 1994).
4.3 Indenture by and among the Registrant, certain subsidiaries
of the Registrant and Chemical Bank, as trustee, dated
March 15, 1994 (incorporated by reference to the Current
Report on Form 8-K, File 0- 7265, filed April 5, 1994).
4.4 First Supplemental Indenture by and among the Registrant,
Prideco, Inc. and Chemical Bank, as trustee, dated as of
June 30, 1995 (incorporated by reference to Exhibit No. 4.4
to the Registration Statement on Form S-3 (Reg. No.
33-61933)).
4.5 Specimen 10 1/4% Senior Note due 2004 of the Registrant
(incorporated by reference to the Current Report on Form
8-K, File 0-7265, filed April 5, 1994).
5.1 Opinion of Fulbright & Jaworski L.L.P.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Arthur Andersen LLP, with respect to the
financial statements of Prideco, Inc.
23.3 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit
5.1).
24.1 Powers of Attorney (included on Page II-5 of this
Registration Statement).
As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the
Registrant has not filed with this Registration Statement certain instruments
defining the rights of holders of long-term debt of the Registrant and its
subsidiaries because the total amount of securities authorized under any of
such instruments does not exceed 10% of the total assets of the Registrant and
its subsidiaries on consolidated basis. The Registrant agrees to furnish a copy
of any such agreements to the Securities and Exchange Commission upon request.
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
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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 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.
The undersigned Registrant hereby undertakes 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 November 15, 1995.
ENERGY VENTURES, INC.
By: /s/ Bernard J. Duroc-Danner
-----------------------------------
Bernard J. Duroc-Danner
President, Chief Executive
Officer and Director
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Bernard J. Duroc-Danner and James G.
Kiley, or either 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 either 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 either 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.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Bernard J. Duroc-Danner President, Chief Executive Officer November 15, 1995
------------------------------------ and Director
Bernard J. Duroc-Danner (Principal Executive Officer)
/s/ James G. Kiley Vice President, Finance November 15, 1995
------------------------------------ and Treasurer
James G. Kiley (Principal Financial Officer)
/s/ Frances R. Powell Vice President, Accounting and November 15, 1995
------------------------------------ Controller
Frances R. Powell (Principal Accounting Officer)
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ David J. Butters Director and November 15, 1995
------------------------------------ Chairman of the Board
David J. Butters
/s/ Uriel E. Dutton Director November 15, 1995
------------------------------------
Uriel E. Dutton
/s/ Eliot M. Fried Director November 15, 1995
------------------------------------
Eliot M. Fried
/s/ Sheldon S. Gordon Director November 15, 1995
------------------------------------
Sheldon S. Gordon
/s/ Sheldon B. Lubar Director November 15, 1995
------------------------------------
Sheldon B. Lubar
/s/ Robert B. Millard Director November 15, 1995
------------------------------------
Robert B. Millard
/s/ Robert A. Rayne Director November 15, 1995
------------------------------------
Robert A. Rayne
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page
Number Description Number
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4.1 Certificate of Incorporation of the Registrant, as amended through May 22, 1991
(incorporated by reference to Exhibit No. 4.1 to the Registration Statement on Form S-3
(Reg. No. 33-40833)).
4.2 By-laws as amended (incorporated by reference to Exhibit No. 3.2 to Form 10-K, File 0-
7265, filed March 1, 1994).
4.3 Indenture by and among the Registrant, certain subsidiaries of the Registrant and
Chemical Bank, as trustee, dated March 15, 1994 (incorporated by reference to the
Current Report on Form 8-K, File 0-7265, filed April 5, 1994).
4.4 First Supplemental Indenture by and among the Registrant, Prideco, Inc. and Chemical
Bank, as trustee, dated as of June 30, 1995 (incorporated by reference to Exhibit No.
4.4 to the Registration Statement on Form S-3 (Reg. No. 33-61933)).
4.5 Specimen 10 1/4% Senior Note due 2004 of the Registrant (incorporated by reference to
the Current Report on Form 8-K, File 0-7265, filed April 5, 1994).
5.1 Opinion of Fulbright & Jaworski L.L.P.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Arthur Andersen LLP, with respect to the financial statements of Prideco, Inc.
23.3 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).
24.1 Powers of Attorney (included on Page II-5 of this Registration Statement).
</TABLE>
As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the
Registrant has not filed with this Registration Statement certain instruments
defining the rights of holders of long-term debt of the Registrant and its
subsidiaries because the total amount of securities authorized under any of
such instruments does not exceed 10% of the total assets of the Registrant and
its subsidiaries on consolidated basis. The Registrant agrees to furnish a copy
of any such agreements to the Securities and Exchange Commission upon request.
<PAGE> 1
EXHIBIT 5.1
[LETTERHEAD OF FULBRIGHT & JAWORSKI L.L.P.]
November 16, 1995
Energy Ventures, Inc.
5 Post Oak Park, Suite 1760
Houston, Texas 77027-3415
Gentlemen:
We have acted as counsel for Energy Ventures, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933 of 200,000 shares of the Company's common stock, $1.00
par value (the "Shares"), to be offered upon the terms and subject to the
conditions set forth in the Company's Amended and Restated Non-Employee
Director Stock Option Plan (the "Plan").
In connection therewith, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the amended
Certificate of Incorporation of the Company, the amended Bylaws of the Company,
the Plan, 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 Company'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 Plan, 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 and to the use of our name under the caption "Item 5.
Interests of Named Experts and Counsel" in the Registration Statement.
Very truly yours,
/s/ Fulbright & Jaworski L.L.P.
Fulbright & Jaworski L.L.P.
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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 Energy
Ventures, Inc. (the "Company") of our report dated March 1, 1995 included in
the Company's Form 10-K for the fiscal year ended December 31, 1994, and to all
references to our Firm included in or made a part of this Registration
Statement.
ARTHUR ANDERSEN LLP
Houston, Texas
November 16, 1995
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EXHIBIT 23.2
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 Energy
Ventures, Inc. of our report dated July 31, 1995 on our audits of the
consolidated financial statements of Prideco, Inc. and subsidiaries included in
Energy Ventures, Inc. Form 8-K/A dated August 17, 1995, and to all references
to our Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Houston, Texas
November 16, 1995
