As filed with the Securities and Exchange Commission on April 2, 1998
Registration No. 33-
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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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BAKER HUGHES INCORPORATED
(Exact name of issuer as specified in its charter)
DELAWARE 76-0207995
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3900 Essex Lane
Houston, Texas 77027
(Address, including zip code of Principal Executive Offices)
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Baker Hughes Incorporated 1998 Special Employee Stock Option Plan
Baker Hughes Incorporated Long Term Incentive Plan
(Full title of the plans)
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Baker Hughes Incorporated
3900 Essex Lane
Houston, Texas 77027
(Name and address of agent for service)
(713) 439-8600
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum Amount
Securities Amount Offering Aggregate of
to be to be Price per Offering Registration
Registered Registered(1) Share(2) Price(2) Fee
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Common Stock, 8,500,000 $40.2187* $341,858,950 $103,583
$1.00 par Shares
value per share
(1) Includes 2,500,000 shares pursuant to the Baker Hughes
Incorporated 1998 Special Employees Stock Option Plan and
6,000,000 shares pursuant to the Baker Hughes Incorporated
Long Term Incentive Plan.
(2) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c) and Rule 457(h).
* Pursuant to Rule 429, the Prospectus issued in connection with
this Registration Statement also relates to the Registration
Statement Nos. 33-39445 and 33-51295 on Form S-8, which
registered Common Stock to be issued by the Registrant under the
Baker Hughes Incorporated 1991 Employee Stock Bonus Plan and the
Baker Hughes Incorporated 1993 Employee Stock Bonus Plan,
respectively.
Part II
Item 3. Incorporation of Certain Documents by Reference.
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The Company hereby incorporates into this Registration Statement,
by reference, the following documents which have been filed with the
Securities and Exchange Commission (the "Commission"):
(i) The Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 1997.
(ii) The Company's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1997.
(iii) The description of the Common Stock contained in the Company's
Registration Statement No. 333-29027 on Form S-4 filed with the
Commission on June 12, 1997.
All documents filed by the Company pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), subsequent to the effective date of this
Registration Statement, prior to the filing of a post-effective
amendment to this Registration Statement indicating that all
securities offered hereby have been sold or deregistering all
securities then remaining unsold, shall be deemed to be incorporated
by reference herein and to be part hereof from the date of filing of
such documents. Any statement contained herein or in any 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 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 to constitute a part of this Registration Statement, except as
so modified or superseded.
Item 4. Description of Securities
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Certain legal matters with respect to the Common Stock offered
hereby will be passed upon for the Company by Lawrence O'Donnell, III,
Vice President and General Counsel of the Company, Houston, Texas.
Mr. O'Donnell beneficially owns approximately 31,433 shares of Common
Stock and also has options to purchase 83,993 additional shares of
Common Stock, of which 40,698 are currently exercisable.
Item 6. Indemnification of Directors and Officers
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The Company's Restated Certificate of Incorporation contains a
provision that eliminates the personal liability of a director to the
Company and its stockholders for monetary damages for breach of his
fiduciary duty as a director to the extent currently allowed under the
Delaware General Corporation Law. If a director were to breach such
duty in performing his duties as a director, neither the Company nor
its stockholders could recover monetary damages from the
director, and the only course of action available to the Company's
stockholders would be equitable remedies, such as an action to enjoin
or rescind a transaction involving a breach of fiduciary duty. To the
extent certain claims against directors are limited to equitable
remedies, the provision in the Company's Restated Certificate of
Incorporation may reduce the likelihood of derivative litigation and
may discourage stockholders or management from initiating litigation
against directors for breach of their fiduciary duty. Additionally,
equitable remedies may not be effective in many situations. If a
stockholder's only remedy is to enjoin the completion of the Board of
Directors' action, this remedy would be ineffective if the stockholder
does not become aware of a transaction or event until after it has
been completed. In such a situation, it is possible that the
stockholders and the Company would have no effective remedy against
the directors. Under the Company's Restated Certificate of
Incorporation, liability for monetary damages remains for (i) any
breach of the duty of loyalty to the Company or its stockholders, (ii)
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) payment of an improper
dividend or improper repurchase of the Company's stock under Section
174 of the Delaware General Corporation Law, or (iv) any transaction
from which the director derived an improper personal benefit. The
Company's Restated Certificate of Incorporation further provides that
in the event the Delaware General Corporation Law is amended to allow
the further elimination or limitation of the liability of directors,
then the liability of the Company's directors shall be limited or
eliminated to the fullest extent permitted by the amended Delaware
General Corporation Law.
Under Article III of the Company's Bylaws as currently in effect
and an indemnification agreement with the Company's officers and
directors (the "Indemnification Agreement"), each person who is or was
a director or officer of the Company or a subsidiary of the Company,
or who serves or served any other enterprise or organization at the
request of the Company or a subsidiary of the Company, shall be
indemnified by the Company to the full extent permitted by the
Delaware General Corporation Law.
Under such law, to the extent that such person is successful on
the merits in defense of a suit or proceeding brought against him by
reason of the fact that he is or was a director or officer of the
Company, or serves or served any other enterprise or organization at
the request of the Company, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred in
connection with such action.
Under such law, if unsuccessful in defense of a third-party civil
suit or a criminal suit, or if such suit is settled, such a person
shall be indemnified against both (i) expenses, including attorneys'
fees, and (ii) judgments, fines and amounts paid in settlement 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 Company, and, with
respect to any criminal action, had no reasonable cause to believe his
conduct was unlawful.
If unsuccessful in defense of a suit brought by or in the right
of the Company, where such suit is settled, such a person shall be
indemnified under such law only against expenses (including attorneys'
fees) actually and reasonably incurred in the defense or settlement of
such 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
Company, except that if such person is adjudged to be liable in such a
suit for negligence or misconduct in the performance of his duty to
the Company, he cannot be made whole even for expenses unless the
court determines that he is fairly and reasonably entitled to
indemnity for such expenses.
The Indemnification Agreement provides directors and officers
with specific contractual assurance that indemnification and
advancement of expenses will be available to them regardless of any
amendments to or revocation of the indemnification provisions of the
Company's Bylaws. The Indemnification Agreement provides for
indemnification of directors and officers against both stockholder
derivative claims and third-party claims. Sections 145(a) and 145(b)
of the Delaware General Corporation Law, which grant corporations the
power to indemnify directors and officers, specifically authorize
lesser indemnification in connection with derivative claims than in
connection with third-party claims. The distinction is that Section
145(a), concerning third-party claims, authorizes expenses and
judgments and amounts paid in settlement (as is provided in the
Indemnification Agreement), but Section 145(b), concerning derivative
suits, generally authorizes only indemnification of expenses.
However, Section 145(f) expressly provides that the indemnification
and advancement of expenses provided by or granted pursuant to the
subsections of Section 145 shall not be exclusive of any other rights
to which those seeking indemnification or advancement of expenses may
be entitled under any agreement. No Delaware case directly answers
the question whether Delaware's public policy would support this
aspect of the Indemnification Agreement under the authority of Section
145(f), or would cause its invalidation because it does not conform to
the distinctions contained in Sections 145(a) and 145(b).
Pursuant to the Indemnification Agreement, the Company has agreed
to provide, at all times during the two-year period following a
"change in control" (as defined in the Indemnification Agreement) of
the Company, irrevocable letters of credit in an aggregate amount not
less than $25,000,000 for the benefit of the officers and directors of
the Company to secure the Company's obligations under the
Indemnification Agreement.
Delaware corporations also are authorized to obtain insurance to
protect officers and directors from certain liabilities, including
liabilities against which the corporation cannot indemnify its
directors and officers. The Company currently has in effect a
directors' and officers' liability insurance policy providing
aggregate coverage in the amount of $100,000,000.
Item 7. Exemption from Registration Claimed
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Not applicable.
Item 8. Exhibits
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4.1 Rights of Holders of the Company's Long-Term Debt. The Company
has no long-term debt instrument with regard to which the
securities authorized thereunder equal or exceed 10% of the total
assets of the Company and its subsidiaries on a consolidated
basis. The Company agrees to furnish a copy of its long-term
debt instruments to the Commission upon request.
5.1 Opinion of Lawrence O'Donnell, III with respect to legality of
securities.
23.1 Consent of Deloitte and Touche LLP.
23.2 Consent of Lawrence O'Donnell, III (contained in Exhibit 5.1).
24.1 Powers of Attorney are included on the signature page of this
Registration Statement.
Item 9. Undertakings
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(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;
(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 the undertakings set forth in 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 Exchange Act 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 Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Exchange Act) 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 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 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 Act and will be governed by the final adjudication of
such issue.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Lawrence O'Donnell, III and Max
L. Lukens, and each of them, each of whom may act without joinder of
the other, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any or all pre-
and post-effective amendments to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each 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 attorneys-in-fact and
agents, and each of them, or the substitute or substitutes of any or
all of them, may lawfully do or cause to be done by virtue hereof.
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 April 1, 1998.
Baker Hughes Incorporated
By: /s/ Max L. Lukens
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Max L. Lukens
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 dates indicated:
Signature Title Date
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Chairman of the Board,
President and Chief
/s/ Max L. Lukens Executive Officer (principal
- -------------------- executive officer) April 1, 1998
(Max L. Lukens)
Signature Title Date
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Senior Vice President and Chief
Financial Officer (principal
/s/ E. L. Mattson financial officer) April 1, 1998
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(E. L. Mattson)
Vice President and
Controller (chief
/s/ James E. Braun accounting officer) April 1, 1998
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(James E. Braun)
Signature Title Date
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/s/ Lester M. Alberthal, Jr. Director April 1, 1998
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Lester M. Alberthal, Jr.
/s/ Paul M. Anderson Director April 1, 1998
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Paul M. Anderson
/s/ Victor G. Beghini Director April 1, 1998
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Victor G. Beghini
/s/ Director
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Eunice M. Filter
/s/ Joe B. Foster Director April 1, 1998
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Joe B. Foster
/s/ Richard D. Kinder Director April 1, 1998
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Richard D. Kinder
/s/ John F. Maher Director April 1, 1998
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John F. Maher
/s/ James F. McCall Director April 1, 1998
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James F. McCall
/s/ H. John Riley, Jr. Director April 1, 1998
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H. John Riley, Jr.
/s/ Charles L. Watson Director April 1, 1998
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Charles L. Watson
/s/ Max P. Watson, Jr. Director April 1, 1998
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Max P. Watson, Jr.
Exhibit 5.1
April 1, 1998
Baker Hughes Incorporated
3900 Essex Lane
Houston, Texas 77027
Gentlemen:
I am the General Counsel for Baker Hughes Incorporated, a
Delaware corporation (the "Company"), and have acted in such capacity
in connection with the registration under the Securities Act of 1933,
as amended (the "Act"), of 8,500,000 shares of the Company's common
stock, $1.00 par value (the "Common Stock"), to be offered upon the
terms and subject to the conditions set forth in the Registration
Statement on Form S-8 (the "Registration Statement") relating thereto
to be filed with the Securities and Exchange Commission on April 2,
1998.
In connection therewith, I have examined originals or copies
certified or otherwise identified to my satisfaction of the Restated
Certificate of Incorporation of the Company, the By-laws of the
Company, the corporate proceedings with respect to the offering of
shares and such other documents and instruments as I have deemed
necessary or appropriate for the expression of the opinions contained
herein.
I have assumed the authenticity and completeness of all records,
certificates and other instruments submitted to me as originals, the
conformity to original documents of all records, certificates and
other instruments submitted to me as copies, the authenticity and
completeness of the originals of those records, certificates and other
instruments submitted to me as copies and the correctness of all
statements of fact contained in all records, certificates and other
instruments that I have examined.
Based on the foregoing, and having a regard for such legal
considerations as I have deemed relevant, I am of the opinion that:
(i) The Company has been duly organized and is validly
existing in good standing under the laws of the State of
Delaware.
(ii) The shares of Common Stock proposed to be sold by the
Company have been duly and validly authorized for issuance
and, when issued and paid for in accordance with the terms
of the Registration Statement, and subject to the
Registration Statement becoming effective under the Act and
to compliance with the applicable Blue Sky laws, will be
duly and validly issued,fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
Lawrence O'Donnell, III
Vice President and General Counsel
LOD/ng
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Baker Hughes Incorporated on Form S-8 of our report dated
November 12, 1997, incorporated by reference in the Annual Report on
Form 10-K of Baker Hughes Incorporated for the year ended September
30, 1997.
Deloitte & Touche LLP
Houston, Texas
April 1, 1998
