Registration No.
------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
HALLIBURTON COMPANY
(Exact name of Registrant as specified in its charter)
Delaware 75-2677995
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3600 Lincoln Plaza
500 N. Akard St.
Dallas, Texas 75201
(Address of principal executive offices)
HALLIBURTON COMPANY
1993 STOCK AND LONG-TERM INCENTIVE PLAN
(Full title of the plan)
LESTER L. COLEMAN
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
HALLIBURTON COMPANY
3600 Lincoln Plaza
500 N. Akard St.
Dallas, Texas 75201
(Name and address of agent for service)
(214) 978-2600
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
================================================ ---------------- ---------------- ------------------ --------------
Title of Securities Proposed Proposed
to be registered Amount maximum maximum Amount of
to be offering aggregate registration
registered price offering fee
per share price
================================================ ================ ================ ================== ==============
<S> <C> <C> <C> <C>
Common Stock, $2.50 par value (including 12,288,200 $54.34375(2) $667,786,869(2) $202,360
Preferred Stock Purchase Rights) shares(1)
================================================ ================ ================ ================== ==============
<FN>
(1) Also registered hereby are an indeterminate number of shares (including
Preferred Stock Purchase Rights) as may become issuable because of provisions of
the Plan relating to adjustments for changes resulting from stock splits, stock
dividends and similar transactions. (2) Estimated solely for the purpose of
calculating the registration fee for the securities to be registered hereby on
the basis of the average of the high and low prices of the Common Stock of the
Company reported in the consolidated reporting system on November 19, 1997.
Pursuant to Rule 429, the Prospectus relating to this Registration Statement
also relates to an earlier Registration Statement filed for offerings under the
Registrant's 1993 Stock and Long-Term Incentive Plan (Registration No.
33-54881). As of November 12, 1997, approximately 1,506,136 shares remain
available on a split-adjusted basis under such prior Registration Statement, for
which shares an aggregate registration fee of approximately $8,494 was paid.
</FN>
</TABLE>
<PAGE>
INCORPORATION OF EARLIER REGISTRATION STATEMENT BY REFERENCE
The contents of the earlier Registration Statement (No. 33-54881) and
Post-Effective Amendment No. 1 thereto are incorporated by reference into this
Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, heretofore filed with the SEC by the Registrant
pursuant to the Exchange Act, are incorporated herein by reference.
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996;
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1997, June 30, 1997 and September 30, 1997;
(c) The Registrant's Current Reports on Form 8-K dated January 13,
1997, January 22, 1997, January 29, 1997, February 6, 1997, February 11,
1997 (two reports), February 20, 1997, March 3, 1997, March 14, 1997, March
27, 1997, April 23, 1997, May 7, 1997 (two reports), May 20, 1997, May 21,
1997, May 28, 1997, May 29, 1997, June 2, 1997, June 10, 1997 (two
reports), July 1, 1997, July 2, 1997 (two reports), July 8, 1997, July 14,
1997, July 17, 1997, July 18, 1997, July 23, 1997, July 25, 1997, July 31,
1997 (two reports), August 5, 1997, August 29, 1997, September 30, 1997,
October 20, 1997, October 22, 1997 and October 30, 1997 (two reports); and
(d) The description of the Common Stock and the Preferred Stock
Purchase Rights contained in the Registration Statement on Form 8-B dated
December 12, 1996.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 8. Exhibits.
4.1 Restated Certificate of Incorporation of the Registrant (incorporated
by reference to Exhibit 3.1 to Registrant's Registration Statement on
Form S-3 (File No. 333-32731) filed with the Securities and Exchange
Commission on August 1, 1997).
4.2 Registrant's By-laws, as amended (incorporated by reference to Exhibit
3.2 to Registrant's Registration Statement on Form S-3 (File No.
333-32731) filed with the Securities and Exchange Commission on August
1, 1997).
5 Opinion of Vinson & Elkins L.L.P. as to the legality of the securities
being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Vinson & Elkins L.L.P. (set forth in Exhibit 5).
24 Powers of Attorney (incorporated by reference to Exhibit 24 to
Registrant's Post-Effective Amendment No. 1 on Form S-8 (File No. 33-54881)
filed with the Securities and Exchange Commission on May 16, 1997).
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
2
<PAGE>
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on this the 20th day of
November, 1997.
HALLIBURTON COMPANY
By /s/ RICHARD B. CHENEY
-----------------------
Richard B. Cheney
Chairman of the Board and
Chief Executive Officer
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
<S> <C> <C>
/s/ RICHARD B. CHENEY Chairman of the Board and November 20, 1997
- --------------------------------------------
Richard B. Cheney Chief Executive Officer
and Director
(Principal Executive Officer)
/s/ GARY V. MORRIS Executive Vice President November 20, 1997
- --------------------------------------------
Gary V. Morris and Chief Financial Officer
(Principal Financial Officer)
/s/ R. CHARLES MUCHMORE, JR. Vice President and Controller November 20, 1997
R. Charles Muchmore, Jr. (Principal Accounting Officer)
* ANNE L. ARMSTRONG Director
Anne L. Armstrong
* LORD CLITHEROE Director
Lord Clitheroe
* ROBERT L. CRANDALL Director
Robert L. Crandall
* W. R. HOWELL Director
W. R. Howell
* DALE P. JONES Director
Dale P. Jones
* DELANO E. LEWIS Director
Delano E. Lewis
3
<PAGE>
* C. J. SILAS Director
C. J. Silas
* ROGER T. STAUBACH Director
Roger T. Staubach
* RICHARD J. STEGEMEIER Director
Richard J. Stegemeier
*By: /s/ SUSAN S. KEITH
Susan S. Keith
Pursuant to
Power of Attorney
Date: November 20, 1997
</TABLE>
4
<PAGE>
<TABLE>
INDEX TO EXHIBITS
<CAPTION>
Exhibit Description Sequentially
No. Numbered
Page
<S> <C> <C>
*4.1 Restated Certificate of Incorporation of the Registrant (incorporated
by reference to Exhibit 3.1 to Registrant's Registration Statement on
Form S-3 (File No. 333-32731) filed with the Securities and Exchange
Commission on August 1, 1997).
*4.2 Registrant's By-laws, as amended (incorporated by reference to Exhibit
3.2 to Registrant's Registration Statement on Form S-3 (File No.
333-32731) filed with the Securities and Exchange Commission on August
1, 1997).
*4.3 Restated Rights Agreement dated as of December 1, 1996 between the
Registrant and ChaseMellon Shareholder Services, L.L.C. as Rights Agent
(incorporated by reference to Exhibit 4.4 to the Registrant's
Registration Statement on Form 8-B dated December 12, 1996, File
No.1-03492).
**5 Opinion of Vinson & Elkins L.L.P. as to the legality of the
securities being registered.
6
**23.1 Consent of Arthur Andersen LLP.
8
**23.2 Consent of Vinson & Elkins L.L.P. (set forth in Exhibit 5).
6
*24 Powers of Attorney (incorporated by reference to Exhibit 24
to Registrant's Post-Effective Amendment No. 1 on Form S-8 (File No. 33-54881)
filed with the Securities and Exchange Commission on May 16, 1997).
<FN>
* Previously filed.
**Filed herewith.
</FN>
</TABLE>
5
EXHIBIT 5
[LETTERHEAD OF VINSON & ELKINS L.L.P. APPEARS HERE]
November 11, 1997
Halliburton Company
3600 Lincoln Plaza
500 North Akard Street
Dallas, Texas 75201-3391
Gentlemen:
We have acted as counsel for Halliburton Company, a Delaware corporation (the
"Company"), for a number of years and are familiar with the Halliburton Company
1993 Stock and Long-Term Incentive Plan (the "Plan"), pursuant to which shares
of Common Stock, $2.50 par value ("Common Stock"), of the Company will be issued
to certain key employees of the Company and its subsidiaries. We have assisted
in the preparation of the Plan and this Registration Statement on Form S-8 to be
filed pursuant to the Securities Act of 1933, as amended, on or about November
20, 1997 with the Securities and Exchange Commission by the Company with respect
to the offering, sale and delivery of shares of Common Stock and Preferred Stock
Purchase Rights of the Company to be issued under the Plan, which Registration
Statement incorporates by reference the contents of the Company's earlier
Registration Statement on Form S-8 (Securities and Exchange Commission File No.
333-54881). We note that the Plan is not subject to the requirements of the
Employee Retirement Income Security Act of 1974, as amended.
In this connection, we have examined such certificates, documents and records as
we deemed relevant and necessary as a basis of our opinions hereinafter set
forth, including among other things the Plan and copies of relevant resolutions
passed by the board of directors and stockholders of the Company. The Plan
provides that shares of Common Stock to be issued thereunder may be authorized
but unissued Common Stock or Common Stock previously issued, reacquired and held
in treasury by the Company.
Based upon the foregoing, we are of the opinion that the shares of Common Stock
to be issued pursuant to various awards under the Plan have been duly authorized
and, (a) upon compliance by the Company with the pertinent provisions of any
applicable state securities laws and (b) when the shares of Common Stock are
issued and paid for in accordance with the terms of the Plan and any
6
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Halliburton Company
Page 2
November 11, 1997
stock option, restricted stock or other agreement pursuant to which such shares
may be issued under the Plan, such shares of Common Stock will be validly
issued, fully paid and nonassessable and any related Preferred Stock Purchase
Rights shall be validly issued.
This opinion is rendered as of the effective date of the Registration
Statement. We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, but we do not admit that we are within the class of
persons whose consent is required under Section 7 of the Securities Act of 1933
or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Vinson & Elkins L.L.P.
VINSON & ELKINS L.L.P.
7
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this S-8 registration statement of our report dated January 22,
1997 included in Halliburton Company's Form 10-K for the year ended December 31,
1996 and to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Dallas, Texas
November 20, 1997
8
