<PAGE> 1
As filed with the Securities and Exchange Commission on June _____, 1996
Registration No. 33-77960
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
POST-EFFECTIVE AMENDMENT NO. 1
ON
FORM S-3
TO
FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------
ENERGY VENTURES, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE SEE TABLE OF ADDITIONAL REGISTRANTS BELOW 04-2515019
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
5 POST OAK PARK, SUITE 1760
HOUSTON, TEXAS 77027
(713) 297-8400
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
BERNARD J. DUROC-DANNER
5 POST OAK PARK, SUITE 1760
HOUSTON, TEXAS 77027
(713) 297-8400
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
--------------------
Copies to:
CURTIS W. HUFF, ESQ.
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77010
(713) 651-5151
--------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
possible after this Post-Effective Amendment becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
--------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2
TABLE OF ADDITIONAL REGISTRANTS
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Address Including Zip
Primary Code
Standard and Telephone Number
State or Other Industrial IRS Including Area Code of
Jurisdiction of Classification Employer Principal Executive
Name Incorporation Code No. ID No. Offices
--------------------------------------- ------------------ ------------- ------------- -------------------
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Grant Prideco, Inc. Delaware 3498 76-0312499 *
EVI-Highland Pump Company Delaware 3561 75-2204250 *
Mallard Bay Drilling, Inc. Louisiana 1381 72-1096861 *
Production Oil Tools, Inc. Wyoming 3533 83-0272471 *
AWI Drilling & Workover, Inc. Louisiana 1381 72-1087222 *
EVI International, Inc. Delaware -- 76-0377408 *
Energy Ventures International, Inc. Cayman Islands 1381 76-0354348 *
Bay Drilling Corporation Louisiana 1381 72-0490201 *
EV Offshore, Inc. Louisiana 1381 72-1164025 *
Energy Ventures Mid-East, Inc. Cayman Islands 1381 98-0127426 *
Energy Ventures Far East Limited Hong Kong 3561 None *
Prideco, Inc. Texas 3498 74-2201655 *
</TABLE>
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* 5 Post Oak Park, Suite 1760, Houston, Texas 77027-3415
<PAGE> 3
The purpose of this Post-Effective Amendment No. 1 is to convert the
Registration Statement on Form S-4 to a Registration Statement on Form S-3 for
use in connection with the market-making prospectus and to include a new
subsidiary guarantor as a registrant hereunder.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The related filing fee has previously been paid.
ITEM 15. 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 Company's Restated Certificate of Incorporation provides that the
Company's directors are not liable to the Company or its stockholders for
monetary damages for breach of their fiduciary duty, subject to the described
exceptions specified by Delaware law.
Section 145 of the Delaware General Law grants to the Company the
power to indemnify each officer and director of the Company against liabilities
and expenses incurred by reason of the fact that he is or was an officer or
director of the Company 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 Company and, with
respect to any criminal action or proceeding, had no reasonable causes to
believe his conduct was unlawful. The By-laws of the Company provide for
indemnification of each officer and director of the Company 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 Company.
Under the restated certificate 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 Company, 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 Company at the request of Lehman
Brothers and Holdings.
Section 145 of the Delaware General Corporation Law also empowers the
Company to purchase and maintain insurance on behalf of any person who is or
was an officer or director of the Company against liability asserted against or
incurred by him in any such capacity, whether or not the Company would have the
power to indemnify such officer or director against such liability under the
provisions of Section 145. The Company 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 16. EXHIBITS.
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4.1 -- Restated Certificate of Incorporation of the Company, as amended through May 22, 1991 (incorporated
by reference to Exhibit No. 3.1 to the Registration Statement on Form S-3; Registration No. 333-
03407).
4.2 -- Indenture by and among the Company, certain subsidiaries of the Company and Chemical Bank, as
trustee, dated March 15, 1994 (incorporated by reference to Exhibit No. 4(a) to the Current Report
on Form 8-K dated March 31, 1994).
4.3 -- Registration Rights Agreement by and between the Company and Lehman Brothers dated March 24, 1994
(incorporated by reference to Exhibit No. 99(b) to the Current Report on Form 8-K dated March 31,
1994).
4.4 -- Specimen 10 1/4% Senior Note due 2004 of the Company (incorporated by reference to the Current
Report on Form 8-K, File 0-7265, filed April 5, 1994).
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4.5 -- By-laws of the Company as amended (incorporated by reference to Exhibit No. 3.2 to Form 10-K, File
0-7265, filed March 1, 1994).
4.6 -- First Supplemental Indenture by and among the Company, Prideco and Chemical Bank, as trustee, dated
as of June 30, 1995 (incorporated by reference to Exhibit 4.4 to the Registration Statement on Form
S-3; Registration No. 33-61933).
*5.1 -- Opinion of Fulbright & Jaworski L.L.P.
*23.1 -- Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).
*23.2 -- Consent of Arthur Andersen L.L.P.
*23.3 -- Consent of Arthur Andersen L.L.P., with respect to financial statements of Prideco, Inc.
24.1 -- Powers of Attorney (included on Page II-4 of this Registration Statement as originally filed).
</TABLE>
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* Previously filed
ITEM 17. UNDERTAKINGS.
The undersigned registrants hereby undertake:
(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 the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) 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;
provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply, if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrants pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the 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 therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(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 registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrants' 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 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.
II-2
<PAGE> 5
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrants pursuant to the foregoing provisions, or otherwise,
the registrants have 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 registrants of expenses incurred or paid by a director, officer
or controlling person of the registrants 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
registrants will, unless in the opinion of their 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.
II-3
<PAGE> 6
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-3 and has duly caused this
Post-Effective Amendment No. 1 on Form S-3 to its Form S-4 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Houston, State of Texas, on the 31st day of May,
1996.
ENERGY VENTURES, INC.
By: /s/ BERNARD J. DUROC-DANNER
------------------------------------
Bernard J. Duroc-Danner
President and Chief Executive
Officer (Principal Executive
Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to has been signed by the following persons in
the capacities and on the dates indicated.
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Signature Title Date
--------------------------------------------------------- ---------------------------------- ------------------------
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/s/ BERNARD J. DUROC-DANNER President, Chief Executive May 31, 1996
--------------------------------------------------------- Officer and Director (Principal
Bernard J. Duroc-Danner Executive Officer)
/s/ JAMES G. KILEY Vice President, Finance, May 31, 1996
--------------------------------------------------------- Treasurer and Secretary
James G. Kiley (Principal Financial Officer)
/s/ FRANCES R. POWELL Vice President, Accounting May 31, 1996
--------------------------------------------------------- and Controller (Principal
Frances R. Powell Accounting Officer)
* Director and Chairman of the May 31, 1996
--------------------------------------------------------- Board
David J. Butters
* Director May 31, 1996
---------------------------------------------------------
Uriel E. Dutton
* Director May 31, 1996
---------------------------------------------------------
Eloit M. Fried
Director May ____, 1996
---------------------------------------------------------
Sheldon S. Gordon
Director May ____, 1996
---------------------------------------------------------
Sheldon B. Lubar
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* Director May 31, 1996
---------------------------------------------------------
Robert B. Millard
Director May 31, 1996
*
---------------------------------------------------------
</TABLE> Robert A. Rayne
* By: /s/ BERNARD J. DUROC-DANNER
----------------------------------------------------
Bernard J. Duroc-Danner, as Attorney-In-Fact
for each of the persons indicated
II-5
<PAGE> 8
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-3 and has duly caused this
Post-Effective Amendment No. 1 on Form S-3 to its Form S-4 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Houston, State of Texas, on the 31st day of May,
1996.
EVI-HIGHLAND PUMP COMPANY
MALLARD BAY DRILLING, INC.
PRODUCTION OIL TOOLS, INC.
AWI DRILLING & WORKOVER, INC.
EVI INTERNATIONAL, INC.
BAY DRILLING CORPORATION
EV OFFSHORE, INC.
By: /s/ BERNARD J. DUROC-DANNER
-------------------------------------------------
Bernard J. Duroc-Danner
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
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Signature Title Date
--------------------------------------------------------- ---------------------------------- ------------------------
<S> <C> <C>
/s/ BERNARD J. DUROC-DANNER Chief Executive Officer and May 31, 1996
--------------------------------------------------------- Director (Principal Executive
Bernard J. Duroc-Danner Officer)
/s/ JAMES G. KILEY Vice President, Treasurer, May 31, 1996
--------------------------------------------------------- Secretary and Director
James G. Kiley (Principal Financial Officer)
/s/ FRANCES R. POWELL Controller and Assistant May 31, 1996
--------------------------------------------------------- Secretary (Principal
Frances R. Powell Accounting Officer)
</TABLE>
II-6
<PAGE> 9
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-3 and has duly caused this Post-Effective
Amendment No. 1 on Form S-3 to its Form S-4 Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the city of
Houston, State of Texas, on the 31st day of May, 1996.
ENERGY VENTURES INTERNATIONAL, INC.
By: /s/ BERNARD J. DUROC-DANNER
-------------------------------------
Bernard J. Duroc-Danner Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
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<CAPTION>
Signature Title Date
--------------------------------------------------------- ---------------------------------- ------------------------
<S> <C> <C>
/s/ BERNARD J. DUROC-DANNER Chairman of the Board, Chief May 31, 1996
--------------------------------------------------------- Executive Officer, President
Bernard J. Duroc-Danner and Director (Principal
Executive Officer)
/s/ JAMES G. KILEY Vice President, Treasurer, May 31, 1996
--------------------------------------------------------- Assistant Secretary and
James G. Kiley Director (Principal Financial
Officer)
/s/ FRANCES R. POWELL Controller and Assistant May 31, 1996
--------------------------------------------------------- Secretary (Principal
Frances R. Powell Accounting Officer)
</TABLE>
II-7
<PAGE> 10
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-3 and has duly caused this Post-Effective
Amendment No. 1 on Form S-3 to its Form S-4 Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the city of
Houston, State of Texas, on the 31st day of May, 1996.
GRANT PRIDECO, INC.
PRIDECO, INC.
By: /s/ BERNARD J. DUROC-DANNER
-------------------------------------
Bernard J. Duroc-Danner Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
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Signature Title Date
--------------------------------------------------------- ---------------------------------- ------------------------
<S> <C> <C>
/s/ BERNARD J. DUROC-DANNER Chief Executive Officer and May 31, 1996
--------------------------------------------------------- Director (Principal Executive
Bernard J. Duroc-Danner Officer)
/s/ JAMES G. KILEY Vice President, Treasurer May 31, 1996
--------------------------------------------------------- Secretary and Director
James G. Kiley (Principal Financial
Officer)
/s/ FRANCES R. POWELL Controller and Assistant May 31, 1996
--------------------------------------------------------- Secretary (Principal
Frances R. Powell Accounting Officer)
</TABLE>
II-8
<PAGE> 11
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-3 and has duly caused this Post-Effective
Amendment No. 1 on Form S-3 to its Form S-4 Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the city of
Houston, State of Texas, on the 31st day of May, 1996.
ENERGY VENTURES FAR EAST LIMITED
By: /s/ BERNARD J. DUROC-DANNER
-------------------------------------
Bernard J. Duroc-Danner Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
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Signature Title Date
--------------------------------------------------------- ---------------------------------- ------------------------
<S> <C> <C>
/s/ BERNARD J. DUROC-DANNER Chief Executive Officer, May 31, 1996
--------------------------------------------------------- President and Director
Bernard J. Duroc-Danner (Principal Executive
Officer)
/s/ JAMES G. KILEY Vice President, Treasurer May 31, 1996
--------------------------------------------------------- Assistant Secretary and
James G. Kiley Director (Principal
Financial Officer)
/s/ FRANCES R. POWELL Controller and Assistant May 31, 1996
--------------------------------------------------------- Secretary (Principal
Frances R. Powell Accounting Officer)
/s/ GHAZI J. HASHEM Director May 31, 1996
---------------------------------------------------------
Ghazi J. Hashem
</TABLE>
II-9
<PAGE> 12
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-3 and has duly caused this Post-Effective
Amendment No. 1 on Form S-3 to its Form S-4 Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the city of
Houston, State of Texas, on the 31st day of May, 1996.
ENERGY VENTURES MID-EAST, INC.
By: /s/ MAX TAKALOO
-------------------------------------
Max Takaloo
President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
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Signature Title Date
--------------------------------------------------------- ---------------------------------- ------------------------
<S> <C> <C>
/s/ MAX TAKALOO President and Director May 31, 1996
--------------------------------------------------------- (Principal Executive,
Max Takaloo Financial and Accounting
Officer)
/s/ BARRY SMITH Director May 31, 1996
---------------------------------------------------------
Barry Smith
</TABLE>
II-10
