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As filed with the Securities and Exchange Commission on October 20, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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WEATHERFORD INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-2515019
(State or other jurisdiction of incorporation or (I.R.S Employer
organization) Identification No.)
515 POST OAK BOULEVARD,
SUITE 600 77027
HOUSTON, TEXAS (Zip Code)
(Address of Principal Executive Offices)
WEATHERFORD INTERNATIONAL, INC. 1998 EMPLOYEE STOCK OPTION PLAN, AS AMENDED
(Full title of the plan)
BERNARD J. DUROC-DANNER
WEATHERFORD INTERNATIONAL, INC.
515 POST OAK BOULEVARD, SUITE 600
HOUSTON, TEXAS 77027
(Name and address of agent for service)
(713) 693-4000
(Telephone number, including area code, of agent for service)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
REGISTERED REGISTERED SHARE(1) PRICE(1) FEE
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Common Stock, $1.00 par value 3,295,880(2) $37.15625 $122,462,541.25 $32,332
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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 October 18, 2000.
(2) Includes (i) 3,295,880 shares of Common Stock for the Weatherford
International, Inc. 1998 Employee Stock Option Plan and (ii) an
indeterminable number of shares of Common Stock issuable as a result of the
anti-dilution provisions foregoing plan.
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EXPLANATORY NOTE: On May 9, 2000, Weatherford International, Inc., a Delaware
corporation (the "Registrant"), filed a Registration Statement on Form S-8 (Reg.
No. 333-36598) to register, among other things, 11,704,120 shares of the
Registrant's common stock, $1.00 par value (the "Common Stock"), to be offered
upon the terms and subject to the conditions of the Weatherford International,
Inc. 1998 Employee Stock Option Plan, as amended (the "Plan"). Pursuant to
General Instruction E of Form S-8, the Registrant is filing this Registration
Statement on Form S-8 to register additional shares of the Common Stock to be
offered upon the terms and subject to the conditions of the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant incorporates by reference in this Registration Statement the
following documents:
1. The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999;
2. The Registrant's Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2000;
3. The Registrant's Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2000;
4. The Registrant's Current Report on Form 8-K dated January 31, 2000;
5. The Registrant's Current Report on Form 8-K dated February 11, 2000;
6. The Registrant's Current Report on Form 8-K dated March 6, 2000;
7. The Registrant's Current Report on Form 8-K dated April 17, 2000;
8. The Registrant's Current Report on Form 8-K dated June 19, 2000;
9. The Registrant's Current Report on Form 8-K dated July 27, 2000; and
10. The description of the Common Stock contained in a registration
statement on Form 8-A (filed May 19, 1994) and as amended by the Registrant's
Registration Statement on Form S-3 (Registration No. 333-44272), 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.
Pursuant to General Instruction E, the information required by this item is
incorporated by reference to Item 4 of the Registrant's Registration Statement
on Form S-8 (Reg. No. 333-36598), filed on May 9, 2000.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Burt M. Martin, Vice President-Legal and Associate General Counsel of the
Registrant, is eligible to participate in the Plan and holds options to purchase
114,013 shares of Common Stock thereunder.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to General Instruction E, the information required by this item is
incorporated by reference to Item 6 of the Registrant's Registration Statement
on Form S-8 (Reg. No. 333-36598), filed on May 9, 2000.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Pursuant to General Instruction E, the information required by the item is
incorporated by reference to Item 7 of the Registrant's Registration Statement
on Form S-8 (Reg. No. 333-36598), filed on May 9, 2000.
ITEM 8. EXHIBITS.
4.1 - Amended and Restated Certificate of Incorporation of the
Registrant, as amended (incorporated by reference to Exhibit
No. 3.1 to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1998 (File No. 1-13086).
4.2 - Amended and Restated By-laws of the Registrant, as amended
(incorporated by reference to Exhibit No. 3.2 to the
Registrant's Current Report on Form 8-K (File 1-13086), filed
June 2, 1998).
4.3 - Certificate of Designation of the Registrant's Series A
Preferred Stock, par value $1.00 per share (incorporated by
reference to Exhibit 3.3 to Registration Statement on Form S-3
(Reg. No. 333-41344)).
4.4 - Amended and Restated Credit Agreement dated as of May 27,
1998, among EVI, Inc., EVI Oil Tools Canada Ltd., Chase Bank
of Texas, National Association, as U.S. Administrative Agent,
The Bank of Nova Scotia, as Documentation Agent and Canadian
Agent, ABN AMRO Bank, N.V., as Syndication Agent, and the
other Lenders defined therein, including the forms of Notes
(incorporated by reference to Exhibit No. 4.1 to the
Registrant's Current Report on Form 8-K (File 1-13086) filed
June 16, 1998).
4.5 - Indenture dated as of October 15, 1997, between EVI, Inc.
and The Chase Manhattan Bank, as Trustee (incorporated by
reference to Exhibit No. 4.13 to the Registrant's Registration
Statement on Form S-3 (Reg. No. 333-45207)).
4.6 - First Supplemental Indenture dated as of October 28, 1997,
between EVI, Inc. and The Chase Manhattan Bank, as Trustee
(including Form of Debenture) (incorporated by reference to
Exhibit 4.2 to the Registrant's Current Report on Form 8-K
(File 1-13086) filed November 5, 1997).
4.7 - Registration Rights Agreement dated November 3, 1997, by and
among EVI, Inc., Morgan Stanley & Co. Incorporated, Donaldson,
Lufkin & Jenrette Securities Corporation, Credit Suisse First
Boston Corporation, Lehman Brothers Inc., Prudential
Securities Incorporated and Schroder & Co. Inc. (incorporated
by
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<PAGE> 4
reference to Exhibit 4.3 to the Registrant's Current Report
on Form 8-K (File 1-13086) filed November 5, 1997).
4.8 - Indenture dated May 17, 1996, between Weatherford Enterra,
Inc. and Bank of Montreal Trust Company, as Trustee
(incorporated by reference to Exhibit 4.1 to Weatherford
Enterra, Inc.'s Current Report on Form 8-K (File No. 1-7867)
dated May 28, 1996).
4.9 - First Supplemental Indenture dated and effective as of May
27, 1998, between EVI Weatherford, Inc., the successor by
merger to Weatherford Enterra, Inc., and Bank of Montreal
Trust Company, as Trustee (incorporated by reference to
Exhibit 4.1 to Weatherford Enterra, Inc.'s Current Report on
Form 8-K (File No. 1-7867) filed June 2, 1996).
4.10 - Form of Weatherford Enterra, Inc.'s 7 1/4% Notes due May 15,
2006 (incorporated by reference to Exhibit 4.2 to Weatherford
Enterra, Inc.'s Current Report on Form 8-K (File No. 1-7867)
dated May 28, 1996).
4.11 - Participation Agreement dated December 8, 1998, by and among
Weatherford Enterra Compression Company, L.P., ABN AMRO Bank
N.V., as Administrative Agent, Arranger and Syndication Agent,
Chase Bank of Texas, National Association, and the Lessors
listed on Schedule I thereto (incorporated by reference to
Exhibit 4.16 to Amendment No. 2 to the Registrant's
Registration Statement on Form S-4 (Reg. No. 333-65663)).
4.12 - Master Lease Intended as Security dated as of December 8,
1998, between Weatherford Enterra Compression Company, L.P.,
as Lessee, and ABN AMRO Bank N.V., as Administrative Agent for
the Lessors (incorporated by reference to Exhibit 4.17 to
Amendment No. 2 to the Registrant's Registration Statement on
Form S-4 (Reg. No. 333-65663)).
4.13 - Guaranty Agreement dated as of December 8, 1998, between
Weatherford International, Inc. and ABN AMRO Bank N.V., as
Administrative Agent for the Lessors (incorporated by
reference to Exhibit 4.18 to Amendment No. 2 to the
Registrant's Registration Statement on Form S-4 (Reg. No.
333-65663)).
4.14 - Second Supplemental Indenture dated June 30, 2000, between
Weatherford International, Inc. and The Bank of New York, as
trustee (including form of Debenture) (incorporated by
reference to Exhibit 4.1 to the Registrant's Current Report on
Form 8-K (File No. 1-13086) dated June 19, 2000).
4.15 - Registration Rights Agreement dated June 30, 2000, between
Weatherford International, Inc. and Morgan Stanley & Co.
Incorporated (incorporated by reference to Exhibit 4.2 to the
Registrant's Current Report on Form 8-K dated June 19, 2000
(File No. 1-13086)).
4.16 - Weatherford International, Inc. 1998 Employee Stock Option
Plan, including form of agreement for officers.
4.17 - Amendment to Stock Option Programs (incorporated by
reference to Exhibit 4.19 to the Registrant's Registration
Statement on Form S-8 (Reg. No. 333-36598)).
5.1 - Opinion of Burt M. Martin, Vice President-Legal and
Associate General Counsel of the Registrant.
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<PAGE> 5
23.1 - Consent of Burt M. Martin, Vice President-Legal and General
Counsel of the Registrant (included in Exhibit 5.1).
23.2 - Consent of Arthur Andersen LLP with respect to Weatherford
International, Inc.
23.3 - Consent of Ernst & Young LLP with respect to the financial
statements of Dailey International Inc.
24.1 - Powers of Attorney (included on page II-6 of this
Registration Statement).
ITEM 9. UNDERTAKINGS.
Pursuant to General Instruction E, the information required by this item is
incorporated by reference to Item 9 of the Registrant's Registration Statement
on Form S-8 (Reg. No. 333-36598), filed on May 9, 2000.
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<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-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 October 20, 2000.
WEATHERFORD INTERNATIONAL, INC.
By: /s/ Bernard J. Duroc-Danner
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Bernard J. Duroc-Danner
President, Chief Executive Officer,
Chairman of the Board 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 Curtis W.
Huff, or any of them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
and all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and any of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or any of them, or his
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signature Title Date
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<S> <C> <C>
/s/ Bernard J. Duroc-Danner President, Chief Executive Officer, October 20, 2000
----------------------------- Chairman of the Board and Director
Bernard J. Duroc-Danner (Principal Executive Officer)
/s/ Curtis W. Huff Executive Vice President and Chief October 20, 2000
----------------------------- Financial Officer
Curtis W. Huff (Principal Financial Officer)
/s/Lisa W. Rodriguez Vice President-Accounting October 20, 2000
----------------------------- and Controller
Lisa W. Rodriguez (Principal Accounting Officer)
/s/ Philip Burguieres Director October 20, 2000
-----------------------------
Philip Burguieres
/s/ David J. Butters Director October 20, 2000
-----------------------------
David J. Butters
/s/ Sheldon B. Lubar Director October 20, 2000
-----------------------------
Sheldon B. Lubar
/s/ William E. Macaulay Director October 20, 2000
-----------------------------
William E. Macaulay
/s/ Robert B. Millard Director October 20, 2000
-----------------------------
Robert B. Millard
/s/ Robert K. Moses, Jr. Director October 20, 2000
-----------------------------
Robert K. Moses, Jr.
/s/ Robert A. Rayne Director October 20, 2000
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Robert A. Rayne
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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4.1 Amended and Restated Certificate of Incorporation of the
Registrant, as amended (incorporated by reference to Exhibit
No. 3.1 to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1998 (File No. 1-13086).
4.2 Amended and Restated By-laws of the Registrant, as amended
(incorporated by reference to Exhibit No. 3.2 to the
Registrant's Current Report on Form 8-K (File 1-13086) filed
June 2, 1998).
4.3 Certificate of Designation of the Registrant's Series A
Preferred Stock, par value $1.00 per share (incorporated by
reference to Exhibit 3.3 to Registration Statement on Form S-3
(Reg. No. 333-41344)).
4.4 Amended and Restated Credit Agreement dated as of May 27,
1998, among EVI Weatherford, Inc., EVI Oil Tools Canada Ltd.,
Chase Bank of Texas, National Association, as U.S.
Administrative Agent, The Bank of Nova Scotia, as
Documentation Agent and Canadian Agent, ABN AMRO Bank, N.V.,
as Syndication Agent, and the other Lenders defined therein,
including the forms of Notes (incorporated by reference to
Exhibit No. 4.1 to the Registrant's Current Report on Form 8-K
(File 1-13086) filed June 16, 1998).
4.5 Registration Rights Agreement dated November 3, 1997, by and
among EVI, Inc., Morgan Stanley & Co. Incorporated, Donaldson,
Lufkin & Jenrette Securities Corporation, Credit Suisse First
Boston Corporation, Lehman Brothers Inc., Prudential
Securities Incorporated and Schroder & Co. Inc. (incorporated
by reference to Exhibit 4.3 to the Registrant's Current Report
on Form 8-K (File No. 1-13086) filed November 5, 1997).
4.6 Indenture dated May 17, 1996, between Weatherford Enterra,
Inc. and Bank of Montreal Trust Company, as Trustee
(incorporated by reference to Exhibit 4.1 to Weatherford
Enterra, Inc.'s Current Report on Form 8-K (File No. 1-7867)
dated May 28, 1996).
4.7 First Supplemental Indenture dated and effective as of May 27,
1998, by and among EVI Weatherford, Inc., the successor by
merger to Weatherford Enterra, Inc., and Bank of Montreal
Trust Company, as Trustee (incorporated by reference to
Exhibit 4.1 to the Registrant's Current Report on Form 8-K
(File No. 1-13086) filed June 2, 1996).
4.8 Indenture dated May 17, 1996, between Weatherford Enterra,
Inc. and Bank of Montreal Trust Company, as Trustee
(incorporated by reference to Exhibit 4.1 to Weatherford
Enterra, Inc.'s Current Report on Form 8-K (File No. 1-7867)
dated May 28, 1996).
4.9 First Supplemental Indenture dated and effective as of May 27,
1998, between EVI Weatherford, Inc., the successor by merger
to Weatherford Enterra, Inc., and Bank of Montreal Trust
Company, as Trustee (incorporated by reference to Exhibit 4.1
to Weatherford Enterra, Inc.'s Current Report on Form 8-K
(File No. 1-7867) filed June 2, 1996).
4.10 Form of Weatherford Enterra, Inc.'s 7 1/4% Notes due May 15,
2006 (incorporated by reference to Exhibit 4.2 to Weatherford
Enterra, Inc.'s Current Report on Form 8-K (File No. 1-7867)
dated May 28, 1996).
</TABLE>
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<TABLE>
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4.11 Participation Agreement dated December 8, 1998, by and among
Weatherford Enterra Compression Company, L.P., ABN AMRO Bank
N.V., as Administrative Agent, Arranger and Syndication Agent,
Chase Bank of Texas, National Association, and the Lessors
listed on Schedule I thereto (incorporated by reference to
Exhibit 4.16 to Amendment No. 2 to the Registrant's
Registration Statement on Form S-4 (Reg. No. 333-65663)).
4.12 Master Lease Intended as Security dated as of December 8,
1998, between Weatherford Enterra Compression Company, L.P.,
as Lessee, and ABN AMRO Bank N.V., as Administrative Agent for
the Lessors (incorporated by reference to Exhibit 4.17 to
Amendment No. 2 to the Registrant's Registration Statement on
Form S-4 (Reg. No. 333-65663)).
4.13 Guaranty Agreement dated as of December 8, 1998, between
Weatherford International, Inc. and ABN AMRO Bank N.V., as
Administrative Agent for the Lessors (incorporated by
reference to Exhibit 4.18 to Amendment No. 2 to the
Registrant's Registration Statement on Form S-4 (Reg. No.
333-65663)).
4.14 Second Supplemental Indenture dated June 30, 2000, between
Weatherford International, Inc. and The Bank of New York, as
trustee (including form of Debenture) (incorporated by
reference to Exhibit 4.1 to the Registrant's Current Report on
Form 8-K (File No. 1-13086) dated June 19, 2000).
4.15 Registration Rights Agreement dated June 30, 2000, between
Weatherford International, Inc. and Morgan Stanley & Co.
Incorporated (incorporated by reference to Exhibit 4.2 to the
Registrant's Current Report on Form 8-K (File No. 1-13086)
dated June 19, 2000).
4.16 Weatherford International, Inc. 1998 Employee Stock Option
Plan, including form of agreement for officers.
4.17 Amendment to Stock Option Programs (incorporated by reference
to Exhibit 4.19 to the Registrant's Registration Statement on
Form S-8 (Reg. No. 333-36598)).
5.1 Opinion of Opinion of Burt M. Martin, Vice President-Legal and
Associate General Counsel of the Registrant.
23.1 Consent of Burt M. Martin, Vice President-Legal and General
Counsel of the Registrant (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP with respect to Weatherford
International, Inc.
23.3 Consent of Ernst & Young LLP with respect to the financial
statements of Dailey International Inc.
24.1 Powers of Attorney (included on page II-6 of this Registration
Statement).
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