<PAGE>
REGISTRATION NO. 333-
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
RPC, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 58-1550825
(STATE OF OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2170 PIEDMONT ROAD, N.E. ATLANTA, GEORGIA 30324
(Address of Principal Executive Offices) (Zip Code)
RPC, Inc. 1994 Employee Stock Incentive Plan
(Full title of the plan)
R. RANDALL ROLLINS,
CHAIRMAN OF THE BOARD
2170 PIEDMONT ROAD, N.E.
ATLANTA, GEORGIA 30324
(Name and address of agent for service)
(404) 321-2140
(Telephone number, including area code, of agent for service)
Copies to:
Jonathan Golden, Esq.
Arnall Golden & Gregory, LLP
2800 One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3450
(404) 873-8500
CALCULATION OF REGISTRATION FEE*
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF OFFERING AGGREGATE AMOUNT OF
SECURITIES TO AMOUNT TO BE PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED PER SHARE PRICE FEE
- ------------- ------------ --------- ---------- ------------
Common Stock 800,000 $27.66 $22,128,000 $6,706.00
$.10 Par Value Shares
- ------------------
* Calculated pursuant to Rule 457(h), based upon the average of the high and
low prices reported for the Common Stock on The New York Stock Exchange on
November 11, 1997.
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference. The following documents
are incorporated by reference in the Registration Statement:
(a) The registrant's annual report on Form 10-K for the year ended December
31, 1996.
(b) The Company's quarterly reports on Form 10-Q for the quarters ended
March 31, 1997, June 30, 1997 and September 30, 1997.
(c) All other reports filed by the registrant pursuant to Sections 13(a)
or 15(d) of the Securities Exchange Act of 1934 since December 31, 1996.
(d) The description of the registrant's Common Stock contained in the
registrant's registration statement filed under Section 12 of the Securities
Exchange Act of 1934, including any amendment or report filed for the purpose of
updating such description.
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 to this Registration Statement which
indicates that all of the shares of Common Stock offered have been sold or
which deregisters all of such shares 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. Any statement
contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities. Not applicable.
Item 5. Interests of Named Experts and Counsel. Certain legal matters
will be passed upon for the Company by Arnall Golden & Gregory, Atlanta,
Georgia.
Item 6. Indemnification of Directors and Officers. The registrant is a
Delaware corporation. Section 145 of the Delaware General Corporation Law
provides for indemnification of officers, directors and other persons for
losses and expenses incurred under certain circumstances. Section 145 of the
Delaware Code authorizes indemnification when a person is made a party to any
proceeding by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation or was serving as a director,
officer, employee or
2
<PAGE>
agent of another enterprise, at the request of the corporation, and if such
person acted in good faith and in a manner reasonably believed by him or her
to be in or not opposed to the best interests of the corporation. With
respect to any criminal proceeding, such person must have had no reasonable
cause to believe that his or her conduct was unlawful. If it is determined
that the conduct of such person meets these standards, he or she may be
indemnified for expenses incurred and amounts paid in such proceeding if
actually and reasonably incurred by him or her in connection therewith. If
such a proceeding is brought by or on behalf of the corporation (i.e., a
derivative suit), such person may be indemnified against expenses actually
and reasonably incurred if he or she acted in good faith and in a manner
reasonably believed by him or her to be in, or not opposed to, the best
interests of the corporation. There can be no indemnification with respect to
any matter as to which such person is adjudged to be liable to the
corporation; however, a court may, even in such case, allow such
indemnification to such person for such expenses as the court deems proper.
Where such person is successful in any such proceeding, he or she is entitled
to be indemnified against expenses actually and reasonably incurred by him or
her. In all other cases, indemnification is made by the corporation upon
determination by it that indemnification of such person is proper because
such person has met the applicable standard of conduct. The registrant's
Bylaws provide for indemnification of officers, directors and the
registrant's general counsel to the fullest extent permitted by Section 145
of the Delaware General Corporation Law.
Item 7. Exemption from Registration Claimed. Not applicable.
Item 8. Exhibits. The following exhibits are furnished as part of this
Registration Statement:
EXHIBIT NO. EXHIBITS
- ----------- ----------------------------------------------------
5 Opinion of Arnall Golden & Gregory, LLP regarding legality
23(a) Consent of Arnall Golden & Gregory, LLP (included in Exhibit No. 5)
23(b) Consent of Arthur Andersen LLP
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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
3
<PAGE>
(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) shall 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.
(c) 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, unless in the opinion of its counsel the matter has been
settled by controlling precedent, <PAGE>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.
4
<PAGE>
SIGNATURE
THE REGISTRANT. 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 Atlanta, State of Georgia, on
November 14, 1997.
RPC, Inc.
By:
-----------------------------
R. Randall Rollins
Chairman of the Board of
Directors (Principal Executive
Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Richard A. Hubbell and Ben M. Palmer
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 with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting each and every act and
thing requisite and necessary to be done in and about the premises, as fully
and to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agent or their
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 date indicated.
Signature Title Date
- ------------- ----- ----
- ------------------------ Chairman of the Board November 14, 1997
R. Randall Rollins and Chief Executive Officer
(Principal Executive Officer)
- ------------------------ Chief Financial Officer November 14, 1997
Ben M. Palmer and Treasurer
(Principal Financial
and Accounting Officer)
5
<PAGE>
- ------------------------ Director November 14, 1997
Bobby Joe Cudd
- ------------------------ Director November 14, 1997
Richard A. Hubbell
- ------------------------ Director November 14, 1997
James A. Lane, Jr.
- ------------------------ Director November 14, 1997
Wilton Looney
- ------------------------ Director November 14, 1997
Gary W. Rollins
- ------------------------ Director November 14, 1997
John W. Rollins
- ------------------------ Director November 14, 1997
Henry B. Tippie
- ------------------------ Director November 14, 1997
James B. Williams
6
<PAGE>
EXHIBITS TO REGISTRATION STATEMENT
ON FORM S-8
RPC, Inc.
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
- ----------- -------------------------------------------------------
5 Opinion of Arnall Golden & Gregory, LLP regarding legality
23(a) Consent of Arnall Golden & Gregory, LLP (included in Exhibit No. 5)
23(b) Consent of Arthur Andersen LLP
<PAGE>
EXHIBIT 5
<PAGE>
[LETTERHEAD]
November 14, 1997
RPC, Inc.
2170 Piedmont Road, N.E.
Atlanta, Georgia 30324
Re: Form S-8 Registration Statement
Gentlemen:
We have acted as counsel to RPC, Inc., a Delaware corporation (the
"Company"), in connection with the preparation of a Registration Statement on
Form S-8 (the "Registration Statement") filed by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), relating to an offer by the Company of up to 800,000
additional shares of the Company's Common Stock, $.10 par value (the
"Shares"), pursuant to the Company's 1994 Employee Stock Incentive Plan
("Plan").
In acting as counsel to the Company, we have examined and relied upon
such corporate records, documents, certificates and other instruments and
examined such questions of law as we have considered necessary or appropriate
for the purposes of this opinion. In addition, we assume that the purchase
price per Share will, in all cases, equal or exceed the par value of a Share.
Based upon and subject to the foregoing, we advise you that in our opinion
the Shares to be sold pursuant to and in accordance with the Plan have been
duly and validly authorized and will, upon receipt in full of the purchase
price provided in the Plan and upon issuance pursuant to a current prospectus
in conformity with the Act, be legally issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to this firm under the caption
"Interests of Named Experts and Counsel" contained therein and elsewhere in
the Registration Statement. This consent is not to be construed as an
admission that we are a party whose consent is required to be filed with the
Registration Statement under the provisions of the Act.
Very truly yours,
ARNALL GOLDEN & GREGORY, LLP
RFD:dlm
<PAGE>
EXHIBIT 5
<PAGE>
EXHIBIT 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated March 14,
1997 included in RPC, Inc.'s Form 10-K for the year ended December 31, 1996
and to all references to our firm included in this registration statement.
Atlanta, Georgia
November 14, 1997
