As filed with the Securities and Exchange Commission on June 23, 2000
Registration No. 333-_____
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
HOWELL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 74-1223027
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1111 Fannin Street, Suite 1500
Houston, Texas 77002
(713) 658-4000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
HOWELL CORPORATION NONQUALIFIED STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
HOWELL CORPORATION OMNIBUS STOCK AWARDS AND INCENTIVE PLAN
(Full title of the plans)
Robert T. Moffett
Vice President and General Counsel
Howell Corporation
1111 Fannin Street, Suite 1500
Houston, Texas 77002
(713) 658-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
A copy to:
John R. Brantley
Bracewell & Patterson, L.L.P.
South Tower Pennzoil Place
711 Louisiana, Suite 2900
Houston, Texas 77002-2781
CALCULATION OF REGISTRATION FEE
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Title of Proposed maximum Proposed maximum Amount of
securities to Amount to be offering price aggregate offering registration
be registered registered(1) per share(2) price(2) fee(2)
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Common Stock, 1,039,076
$1.00 par value shares $7.88 $8,190,810 $2,162.37
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(1)Represents the number of shares of Common Stock authorized for issuance
under the Registrant's plans referred to above (the "Plans"). This
Registration Statement shall also include an indeterminable number of
additional shares of Common Stock issuable pursuant to the antidilution
provisions of the Plans.
(2)Calculated pursuant to Rule 457(h) based on (i) the average of the high and
low sale prices of the Common Stock on June 19, 2000 for the shares not
presently under option and (ii) the average price per share at which options
granted under the Plan are exercisable for shares of stock presently under
option.
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P A R T I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registration Information and Employee Plan Annual Information.*
* The information required by Items 1 and 2 of Part I of Form S-8 is omitted
from this Registration Statement in accordance with the Note to Part I of
Form S-8 and Rule 428 promulgated under the Securities Act.
P A R T I I
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following materials previously filed by Howell Corporation (the
"Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Exchange Act of 1934 (the "Exchange Act") are incorporated
herein by reference: the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999, the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended March 31, 2000, and the description of the Common Stock
of the Company contained in the registration statement on Form 8-A, as amended
by Form 8-A/A filed on July 29, 1994. All documents filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all the Common Stock registered hereunder has
been sold or which deregisters all Common Stock then remaining unsold shall be
deemed to be incorporated herein by reference 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 herein by reference shall be deemed to be modified or superseded
for purposes of this registration to the extent that a statement contained
herein or in any other subsequently filed document that also is or is deemed to
be incorporated herein by reference 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.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
Delaware General Corporation Law
Section 145(a) of the General Corporation Law of the State of Delaware (the
"DGCL") provides that a corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding 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 corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
Section 145(b) of the DGCL states that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit 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 corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
Section 145(c) of the DGCL provides that to the extent that a director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b), or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
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Section 145(d) of the DGCL states that any indemnification under subsections
(a) and (b) (unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in subsections (a) and (b).
Such determination shall be made (1) by the board of directors by a majority
vote of a quorum consisting of directors who were not parties to such action,
suit or proceeding, or (2) if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (3) by the stockholders.
Section 145(e) of the DGCL provides that expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as authorized in Section 145. Such
expenses (including attorneys' fees) incurred by other employees and agents may
be so paid upon such terms and conditions, if any, as the board of directors
deems appropriate.
Section 145(f) of the DGCL states that the indemnification and advancement
of expenses provided by, or granted pursuant to, the other subsections of
Section 145 shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding such office.
Section 145(g) of the DGCL provides that a corporation shall have the power
to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability under the
provisions of Section 145.
Section 145(j) of the DGCL states that the indemnification and advancement
of expenses provided by, or granted pursuant to Section 145 shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.
Certificate of Incorporation
The Certificate of Incorporation, as amended, provides that no director
shall be liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty except in the instance of (i) the breach of the duty of
loyalty, (ii) intentional acts or knowing misconduct, (iii) violations of
Section 174 of the DGCL or (iv) for receiving an improper benefit.
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By-laws
Article VII of the By-laws authorizes the Company to indemnify any director,
officer or employee entitled to indemnity under law, to the fullest extent
permitted by law.
Indemnity Agreements
The Company is party to indemnity agreements with all of its officers and
directors. The agreement provides, among other things, that the Company shall
indemnify an officer or director when he is a party or threatened to be a party
to an action, suit or proceeding by reason of the fact that he is or was a
director or officer of the Company. The Company shall indemnify such director or
officer against expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action or
proceeding. In any event, no indemnification shall be made if the officer or
director is adjudged liable to the Company.
Directors' and Officers' Insurance
The Company maintains a policy of liability insurance covering its directors
and officers against losses resulting from wrongful acts committed by them in
their official capacities, including liabilities arising under applicable
securities laws.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibits not incorporated herein by reference to a prior filing are
designated by an (*) and are filed herewith. Exhibits designated by two
asterisks (**) are incorporated herein by reference to the Company's Form S-1
Registration Statement, registration no. 33-59338, filed on March 10, 1993.
Exhibit
Number Description of Exhibit
3.1** Certificate of Incorporation, as amended, of the Company
3.2** Bylaws of the Company
5* Opinion of Bracewell & Patterson, L.L.P.
10.1* Howell Corporation Nonqualified Stock Option Plan for Non-Employee
Directors
10.2* Form of Nonqualified Option Agreement for use under Nonqualified
Stock Option Plan for Non-Employee Directors
10.3* Howell Corporation Omnibus Stock Awards and Incentive Plan
10.4* Form of Nonqualified Option Agreement for use under Omnibus Stock
Awards and Incentive Plan
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10.5* Form of Restricted Stock Agreement for use under Omnibus Stock
Awards and Incentive Plan
23.1* Consent of Bracewell & Patterson, L.L.P. (contained in Exhibit 5)
23.2* Consent of Deloitte & Touche LLP
24* Powers of Attorney
Item 9. Undertakings
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;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this 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; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (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 Exchange Act that are incorporated by
reference in this Registration Statement;
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered herein, 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.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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(5) To deliver or cause to be delivered with the prospectus, to each person
to whom the prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 promulgated
under the Exchange Act; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities 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, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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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, and State of Texas on June 23, 2000.
HOWELL CORPORATION
By: /s/ RICHARD K. HEBERT
-------------------------
Richard K. Hebert
President and Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the indicated
capacities on June 23, 2000.
/s/ DONALD W. CLAYTON Chairman of the Board and
------------------------- Chief Executive Officer
Donald W. Clayton
/s/ RICHARD K. HEBERT President, Chief Operating
------------------------- Officer and Director
Richard K. Hebert
/s/ PAUL N. HOWELL* Director
-------------------------
Paul N. Howell
/s/ RONALD E. HALL* Director
-------------------------
Ronald E. Hall
/s/ ROBERT M. AYRES, JR.* Director
-------------------------
Robert M. Ayres, Jr.
/s/ OTIS A. SINGLETARY* Director
-------------------------
Otis A. Singletary
/s/ JACK T. TROTTER* Director
-------------------------
Jack T. Trotter
/s/ KHOI V. TRAN* Director
-------------------------
Khoi V. Tran
/s/ PAUL W. MURRILL* Director
-------------------------
Paul W. Murrill
*By /s/ RICHARD K. HEBERT
-------------------------
Richard K. Hebert
Attorney-in-Fact
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EXHIBIT INDEX
Exhibits not incorporated herein by reference to a prior filing are
designated by an (*) and are filed herewith. Exhibits designated by two
asterisks (**) are incorporated herein by reference to the Company's Form S-1
Registration Statement; registration no. 33-59338 filed on March 10, 1993.
Exhibit
Number Description of Exhibit
3.1** Certificate of Incorporation, as amended, of the Company
3.2** Bylaws of the Company
5* Opinion of Bracewell & Patterson, L.L.P.
10.1* Howell Corporation Nonqualified Stock Option Plan for Non-Employee
Directors
10.2* Form of Nonqualified Option Agreement for use under Nonqualified
Stock Option Plan for Non-Employee Directors
10.3* Howell Corporation Omnibus Stock Awards and Incentive Plan
10.4* Form of Nonqualified Option Agreement for use under Omnibus Stock
Awards and Incentive Plan
10.5* Form of Restricted Stock Agreement for use under Omnibus Stock Awards
and Incentive Plan
23.1* Consent of Bracewell & Patterson, L.L.P. (contained in Exhibit 5)
23.2* Consent of Deloitte & Touche LLP
24* Powers of Attorney
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