<PAGE> 1
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Helmerich & Payne, Inc.
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(Exact name of registrant specified in its charter)
Delaware 73-0679879
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1579 East 21st Street, Tulsa, Oklahoma 74114
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(Address of Principal Executive Offices) (Zip Code)
Helmerich & Payne, Inc. 1996 Stock Incentive Plan
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(Full title of the plan)
Steven R. Mackey, 1579 East 21st Street, Tulsa, Oklahoma 74114
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(Name and address of agent for service)
(918) 742-5531
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE PRICE FEE
- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common
Stock,
$0.10 par
Value 2,000,000 (1) (1) $4,280.30 (1)
Shares
- ---------------------------------------------------------------------------
</TABLE>
(1)Pursuant to Rule 457(c), the proposed maximum offering price per share of
the 2,000,000 shares of Common Stock is $14,125,000 based on the average of the
high and low prices of the Common Stock as reported on the New York Stock
Exchange on August 29, 1997.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents filed by the Company with the Securities and Exchange
Commission are incorporated herein by reference:
(a) Helmerich & Payne, Inc. (the "Company") Annual Report on Form
10-K for the fiscal year ended September 30, 1996.
(b) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 for periods since
September 30, 1996.
(c) The description of the Common Stock of the Company contained
in its Registration Statement on Form S-1 filed November 13, 1967 (effective
December 21, 1967) with the Securities and Exchange Commission and the
description of Common Stock Purchase Rights contained in its Registration
Statement on Form 8-A filed on January 17, 1996, with the Securities and
Exchange Commission pursuant to Section 12 of the Securities Exchange Act of
1934.
(d) All documents subsequently filed by the Company pursuant to
Section 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.
Item 4. Description of Securities - Not applicable.
Item 5. Interests of Named Experts and Counsel
The validity of the issuance of the shares of Common Stock offered hereby will
be passed upon for the Company by Steven R. Mackey, Vice President, Secretary
and General Counsel of the Company. Mr. Mackey presently owns shares of Common
Stock of the Company.
Item 6. Indemnification of Officers and Directors
The Fourteenth Article of the Company's Restated Certificate of Incorporation
provides for the indemnification by the Company of any director, officer or
employee of the Company or any of its subsidiaries in connection with any
claim, action, suit or proceeding brought or threatened by reason of such
position with the Company or any of its subsidiaries. The stockholders of the
Company on March 4, 1987, approved an amendment to the Restated Certificate of
Incorporation which (i) limited or in certain circumstances eliminated the
personal liability of a director to the Company or to its stockholders for
monetary damages for breach of fiduciary duty as a director
<PAGE> 3
as authorized by Section 102(b) of the Delaware General Corporation Law, (ii)
expanded the Company's indemnification of its officers and directors as
provided by Section 145 of the Delaware General Corporation Law; provided,
however, that the directors remain subject to personal liability for breaches
of the duty of loyalty, acts committed in bad faith or intentional misconduct,
the payment of an unlawful dividend or any transaction from which the directors
received an improper personal benefit, and (iii) permitted the Company as
provided in Section 145 of the Delaware General Corporation Law to maintain
insurance to protect itself and any director, officer, employee or agent of the
Company. The Company presently maintains in effect a liability insurance
policy covering officers and directors.
Item 7. Exemption From Registration Claimed - Not applicable.
Item 8. Exhibits
The following are filed as exhibits to this Registration Statement:
4.1 Restated Certificate of Incorporation and Amendment to
Restated Certificate of Incorporation of Registrant are
incorporated herein by reference to Registrant's Annual Report
filed with the Securities and Exchange Commission on Form 10-K
for the 1996 fiscal year.
4.2 Bylaws of Registrant incorporated by reference to Registrant's
Annual Report on Form 10-K filed with the Securities and
Exchange Commission for the fiscal year ended September 30,
1996.
5.1 Opinion of Steven R. Mackey as to the legality of shares of
Common Stock being registered.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Steven R. Mackey as to the legality of shares of
Common Stock being registered.
99.1 Helmerich & Payne, Inc. 1996 Stock Incentive Plan incorporated
by reference to Exhibit "A" of Registrant's Proxy Statement
dated January 27, 1997.
99.2 Form of Stock Option Agreement.
Item 9. Undertakings
(a) 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;
<PAGE> 4
(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 (a)(1)(i) and
(a)(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 by
the Registrant 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.
(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.
(b) 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 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.
(h) 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 provisions
described in Item 6, 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 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,
<PAGE> 5
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 Act and will be governed by the final
adjudication of such issue.
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 Tulsa, State of Oklahoma, on this 3rd day of
September, 1997.
HELMERICH & PAYNE, INC.
By /s/ HANS HELMERICH
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HANS HELMERICH
President 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
date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ W. H. HELMERICH III Director September 3, 1997
- ----------------------------- -----------------
W. H. HELMERICH, III
/s/ HANS HELMERICH Director, President and September 3, 1997
- ----------------------------- Chief Executive Officer -----------------
HANS HELMERICH
/s/ GEORGE S. DOTSON Director, Vice President September 3, 1997
- ----------------------------- -----------------
GEORGE S. DOTSON
/s/ WILLIAM L. ARMSTRONG Director September 3, 1997
- ----------------------------- -----------------
WILLIAM L. ARMSTRONG
/s/ GLENN A. COX Director September 3, 1997
- ----------------------------- -----------------
GLENN A. COX
/s/ GEORGE A. SCHAEFER Director September 3, 1997
- ----------------------------- -----------------
GEORGE A. SCHAEFER
/s/ L.F. ROONEY, III Director September 3, 1997
- ----------------------------- -----------------
L. F. ROONEY, III
</TABLE>
<PAGE> 6
<TABLE>
<S> <C> <C>
/s/ JOHN D. ZEGLIS Director September 3, 1997
- ----------------------------- -----------------
JOHN D. ZEGLIS
/s/ EDWARD B. RUST, JR. Director September 3, 1997
- ----------------------------- ------------------
EDWARD B. RUST, JR.
/s/ DOUGLAS E. FEARS Vice President, Finance September 3, 1997
- ----------------------------- (Principal Financial -----------------
DOUGLAS E. FEARS Officer)
/s/ GORDON HELM Controller September 3, 1997
- ----------------------------- (Principal Accounting -----------------
GORDON HELM Officer)
</TABLE>
<PAGE> 7
EXHIBITS INDEX
(for Electronic filing)
<TABLE>
<S> <C> <C>
1.) 5.1 Opinion of Steven R. Mackey as to the legality of shares of
Common Stock being registered.
2.) 23.1 Consent of Ernst & Young LLP
3.) 23.2 Consent of Steven R. Mackey (contained in his opinion filed as
Exhibit 5.1).
4.) 99.2 Form of Stock Option Agreement
</TABLE>
<PAGE> 1
Exhibit 5.1
September 3, 1997
Helmerich & Payne, Inc.
1579 East 21st Street
Tulsa, OK 74114
Gentlemen:
The undersigned has acted as counsel for Helmerich & Payne, Inc. (the
"Company") in connection with a Registration Statement on Form S-8 filed with
the Securities and Exchange Commission on September 3, 1997, pursuant to the
Securities Act of 1933, as amended. The Registration Statement relates to the
proposed registration of 2,000,000 shares of the Company's Common Stock, par
value $0.10 per share (the "Common Stock"), issuable by the Company to
key employees of the Company under the Company's 1996 Stock Incentive Plan (the
"Plan"). In connection with such representation of the Company, the
undersigned opines as follows:
1. The Company has been duly incorporated under the laws of the
State of Delaware, and is validly existing as a corporation in good standing
under the laws of that state.
2. The authorized stock of the Company consists of 80,000,000
shares of Common Stock, of which 2,000,000 shares have been reserved for
issuance pursuant to the Plan.
3. The shares of Common Stock referred to above have been duly
and validly authorized, and such shares will, upon their issuance and delivery
in accordance with the terms of the Plan, and in accordance with the Securities
Act of 1933, as amended, and the Rules and Regulations promulgated thereunder
(including the filing of a registration statement in accordance with said Act,
Rules and Regulations and the performance of the undertakings set forth in the
above-referenced Registration Statement), be legally issued, fully paid and
non-assessable.
The undersigned hereby consents to the inclusion of his opinion
regarding the legality of the Common Stock being registered in the
above-referenced Registration Statement.
Very truly yours,
/s/ STEVEN R. MACKEY
Steven R. Mackey
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Company's 1996 Stock Incentive Plan of our report
dated November 15, 1996, with respect to the consolidated financial statements
of Helmerich & Payne, Inc. incorporated by reference in its Annual Report on
Form 10-K for the year ended September 30, 1996.
/s/ ERNST & YOUNG LLP
----------------------
ERNST & YOUNG LLP
Tulsa, Oklahoma
September 3, 1997
<PAGE> 1
HELMERICH & PAYNE, INC.
1996 STOCK INCENTIVE PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
<TABLE>
<CAPTION>
EXERCISE NUMBER
DATE OF SHARES
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<S> <C> <C>
NAME:
-----------------------
OPTION PRICE:
------
SHARES GRANTED:
-----
GRANT DATE:
----------------
EXPIRATION DATE:
----------------
</TABLE>
<PAGE> 2
NONQUALIFIED STOCK OPTION AGREEMENT
UNDER HELMERICH & PAYNE, INC.
1996 STOCK INCENTIVE PLAN
THIS NONQUALIFIED STOCK OPTION AGREEMENT (the "Option Agreement") is
made as of the ___ day of ________, 19__, at Tulsa, Oklahoma, by and between
______________, (hereinafter referred to as the "Participant") and Helmerich &
Payne, Inc. (hereinafter referred to as the "Company").
W I T N E S S E T H:
WHEREAS the Participant is a key employee of the Company or a
Subsidiary or Affiliated Entity of the Company and it is important to the
Company that the Participant be encouraged to remain in the employ of the
Company or a Subsidiary or an Affiliated Entity of the Company, and
WHEREAS, in recognition of such facts, the Company desires to provide
to the Participant an opportunity to purchase shares of the common stock of the
Company, as hereinafter provided, pursuant to the "Helmerich & Payne, Inc.
1996 Stock Incentive Plan" (the "Plan"),
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth and for good and valuable consideration, the Participant and the
Company hereby agree as follows:
1. GRANT OF STOCK OPTION. The Company hereby grants to the
Participant an option (the "Stock Option") as described in Sections 83 and 421
of the Internal Revenue Code of 1986 (the "Code") to purchase all or any part
of an aggregate of _____________________ _________ (_____) shares of its common
stock (the "Stock") of the Company as set forth below, under and subject to the
terms and conditions of this Option Agreement and the Plan which is
incorporated herein by reference and made a part hereof for all purposes. The
purchase price for each share to be purchased hereunder shall be ____________
and __/100 Dollars ($_____) and shall equal the Fair Market Value of the Stock
as of the date of grant.
2. TIME PERIODS FOR EXERCISE OF STOCK OPTION. After, and only
after, the conditions of Section 9 hereof have been satisfied,
<PAGE> 3
the Participant shall be eligible to exercise that portion of his Stock Option
pursuant to the schedule set forth hereinafter. If the Participant's
employment with the Company (or of any Subsidiary or Affiliated Entity of the
Company) remains full-time and continuous at all times to any of the "Exercise
Dates" specified hereafter, then the Participant shall be entitled, subject to
satisfaction of applicable provisions of the Plan and this Option Agreement, to
exercise on or after the applicable Exercise Date, on a cumulative basis, the
applicable number of shares of Stock specified below:
<TABLE>
<CAPTION>
Exercise Number
Date of Shares
-------- ---------
<S> <C> <C>
</TABLE>
3. TERM OF STOCK OPTION. The term of the Stock Option shall be
for a period of ten (10) years from the date of grant of this Stock Option
("Option Period"), subject to earlier termination as provided in Section 6
below and pursuant to the terms of the Plan; and, the Stock Option may not be
exercised at any time unless the Participant shall have been in the full-time
continuous employ of the Company or a Subsidiary or Affiliated Entity of the
Company, from the date hereof to the date of the exercise of the Stock Option.
The holder of the Stock Option shall not have any of the rights of a
stockholder with respect to the shares of Stock covered by the Stock Option
except and only to the extent that one or more certificates for such shares of
Stock shall be delivered to him upon the due exercise of Stock Option. No
Stock Option may be exercised by the Participant (or such Participant's
personal representative in the event of his death) after the expiration of the
Option Period applicable to such Stock Option.
2
<PAGE> 4
4. LIMITED TRANSFERABILITY OF STOCK OPTIONS. Except as otherwise
provided in Section 9.4 of the Plan, any Stock Option granted shall not be
transferable. More particularly (but without limiting the generality of the
foregoing), the Stock Option may not be assigned, transferred (except as
provided in Section 9.4 of the Plan), pledged or hypothecated in any way, shall
not be assignable by operation of law and shall not be subject to execution,
attachment, or similar process. Any attempted assignment, transfer, pledge,
hypothecation or other disposition of the Stock Option contrary to the
provisions hereof shall be null and void and without effect.
5. EMPLOYMENT WITH THE COMPANY. So long as the Participant shall
continue to be a full-time and continuous employee of the Company or one or
more of the subsidiaries of the Company, any Stock Option granted to him shall
not be affected by any change of duties or position. Nothing in the Plan or in
this Option Agreement shall confer upon the Participant any right to continue
in the employ of the Company or any of the subsidiaries of the Company, or
interfere in any way with the right of the Company or any of the subsidiaries
of the Company to terminate such Participant's employment at any time.
6. TERMINATION OF EMPLOYMENT. If a Participant's employment
with the Company, a Subsidiary or an Affiliated Entity terminates at his
"Retirement Date" as such term is defined in the Helmerich & Payne, Inc.
Employees' Retirement Plan, death or Disability, the Participant shall be
entitled to purchase all or any part of the Shares subject to any vested Stock
Option during the remaining term of the Stock Option. If a Participant's
employment terminates for any other reason, the Participant shall be entitled
to purchase all or any part of the shares subject to any vested Stock Option
for a period of up to three months following such termination. In no event
shall any Stock Option be exercisable past the term of the Stock Option.
7. SPECIAL RULES WITH RESPECT TO STOCK OPTIONS. With respect to
Stock Options granted hereunder, the following special rules shall apply:
(a) Acceleration of Otherwise Unexercisable Stock
Options. The Committee may, in its sole discretion, accelerate the vesting of
unvested Stock Options.
3
<PAGE> 5
(b) Number of Stock Options Granted. Participants may be
granted more than one Stock Option. However, the number of Stock Options
awarded to any Participant in any fiscal year shall not exceed the granting
award limitation, specified in the Plan. In making any such determination, the
Committee shall obtain the advice and recommendation of the officers of the
Company or a Subsidiary or Affiliated Entity of the Company which have
supervisory authority over such Participants. The granting of a Stock Option
under this Option Agreement shall not affect any outstanding Stock Option
previously granted to a Participant under the Plan.
(c) Change of Control. If a "Change Of Control Event,"
as defined in Article II of the Plan, has occurred with respect to the Company,
any and all Stock Options granted under the Plan shall become immediately and
automatically vested and fully earned and exercisable, with such acceleration
to occur without the requirement of any further act by either the Company or
the Participant.
8. METHOD OF EXERCISING STOCK OPTION.
(a) Procedures for Exercise. The manner of exercising
the Stock Option herein granted shall be by written notice to the Secretary of
the Company at least two (2) days before the date the Stock Option, or part
thereof, is to be exercised, and in any event prior to the expiration of the
Option Period. Such notice shall state the election to exercise the Stock
Option and the number of shares of Stock with respect to that portion of the
Stock Option being exercised, and shall be signed by the person or persons so
exercising the Stock Option. The notice shall be accompanied by payment of the
full exercise price of such shares, and full payment of all withholding taxes,
in which event the Company shall deliver a certificate or certificates
representing such shares to the person or persons entitled thereto as soon as
practicable after the notices shall be received.
(b) Form of Payment. The exercise price for shares of
Stock purchased under this Option Agreement may be paid (i) in cash or by
check, bank draft or money order payable to the order of the Company; (ii) by
delivering shares of Common Stock of the Company having a Fair Market Value on
the date of payment equal to the amount of the exercise price; (iii) by
directing the Company to
4
<PAGE> 6
withhold shares of Common Stock of the Company to be delivered to the
Participant upon exercise of the Stock Option shares of Common Stock of the
Company having a Fair Market Value on the date of payment equal to the amount
of the exercise price; or (iv) a combination of the foregoing. In addition to
the foregoing procedures which may be available for the exercise of any Stock
Option, the Participant may deliver to the Company a notice of exercise
including an irrevocable instruction to the Company to deliver the stock
certificate representing the shares subject to a Stock Option to a broker
authorized to trade in the common stock of the Company. Upon receipt of such
notice the Company will acknowledge receipt of the executed notice of exercise
and forward this notice to the broker. Upon receipt of the copy of the notice
which has been acknowledged by the Company, and without waiting for issuance of
the actual stock certificate with respect to the exercise of the Stock Option,
the broker may sell the Stock (or that portion of the Stock necessary to cover
the exercise price and any withholding taxes due, if any). Upon receipt of the
stock certificate from the Company, the broker will deliver directly to the
Company that portion of the sales proceeds to cover the exercise price and any
withholding taxes. Further, the broker may also facilitate a loan to the
Participant upon receipt of the exercise notice in advance of the receipt for
issuance of the actual stock certificate as an alternative means of financing
and facilitating the exercise of any Stock Option. For all purposes of
effecting the exercise of a Stock Option, the date on which the Participant
gives the notice of exercise to the Company will be the date he becomes bound
contractually to take and pay for the shares of Stock underlying the Stock
Option.
(c) Withholding Taxes. A Participant shall pay the
amount of taxes required by law upon the exercise of the Stock Option (i) in
cash; (ii) by delivering to the Company shares of Common Stock of the Company
having a Fair Market Value on the date of payment equal to the amount of such
required withholding taxes; or (iii) by directing the Company to withhold from
the shares of Common Stock of the Company to be delivered to the Participant on
the exercise of the Stock Option Common Stock of the Company having a Fair
Market Value on the date of payment equal to the amount of such required
withholding taxes. No such Stock shall be issued to the Participant until the
Company receives full payment for the Stock purchased under Stock Option which
shall include any required State and Federal withholding taxes.
5
<PAGE> 7
(d) Further Information. In the event the Stock Option
is exercised, pursuant to the foregoing provisions of this Section 8, by any
person or persons other than the Participant, such notice shall also be
accompanied by appropriate proof of the right of such person or persons to
exercise the Stock Option. The notice so required shall be given by personal
delivery to the Secretary of the Company or by registered or certified mail,
addressed to the Company at 1579 East 21st Street, Tulsa, Oklahoma, 74114,
Attention: Corporate Secretary, and it shall be deemed to have been given when
it is so personally delivered or when it is deposited in the United States mail
in an envelope addressed to the Company, as aforesaid, properly stamped for
delivery as a registered or certified letter.
9. SECURITIES LAW RESTRICTIONS. Stock Options shall be exercised
and Stock issued only upon compliance with the Securities Act of 1933, as
amended (the "Act"), and any other applicable securities law, or pursuant to an
exemption therefrom.
10. NOTICES. All notices or other communications relating to the
Plan and this Option Agreement as it relates to the Participant shall be in
writing and shall be mailed (U.S. mail) by the Company to the Participant at
the then current address as maintained by the Company or such other address as
the Participant may advise the Company in writing.
11. INTERPRETATION. Unless otherwise provided in the Plan or in
this Option Agreement, the Committee shall have the authority to interpret and
construe the Plan and this Option Agreement and determine all questions arising
thereunder. Any interpretation, decision, or determination made by the
Committee shall be binding and conclusive. Unless the context expressly
provides otherwise, all capitalized words in this Option Agreement shall have
the same meaning as in the Plan.
12. GENDER. Whenever used herein, masculine pronouns shall be
deemed to include the feminine as well as the masculine gender.
13. CONFLICT. In the event of a conflict between this Option
Agreement and the Plan, the terms, conditions and provisions of the Plan shall
prevail.
6
<PAGE> 8
IN WITNESS WHEREOF, the Company has caused this Option Agreement to be
duly executed by its officers thereunto duly authorized, and the Participant
has hereunto set his hand and seal, all on the day and year first above
written.
"Company"
HELMERICH & PAYNE, INC.
By:
-----------------------
Hans Helmerich
President
"Participant"
---------------------------
7
