As filed with the Securities and Exchange Commission on June 24, 1999
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 1987 Employee Stock Purchase Plan
(Full title of the plans)
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Lawrence O'Donnell, III
Vice President and General Counsel
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 Share(1) Price(1) Fee
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Common Stock, 4,000,000 $31.75 $127,000,000 $35,306
$1.00 par Shares
value per share
(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c) and Rule 457(h).
Part II
This Registration Statement is being filed pursuant to General
Instruction E of Form S-8 under the Securities Act of 1933, as
amended. The contents of the Registration Statement No. 33-14803, on
Form S-8, Post-Effective Amendment No. 2 to Registration Statement No.
33-14803 and Registration Statement No. 33-57759 on Form S-8 filed by
Baker Hughes Incorporated (the "Company")with the Securities and
Exchange Commission are incorporated herein by reference. Filed as
exhibits hereto are the following opinion and consents:
5.1 Opinion of Daniel J. Churay, Deputy General Counsel, as to the
validity of the securities.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Daniel J. Churay (contained in Exhibit 5.1)
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 or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign any or
all pre- and post-effective amendments to this Registration Statement,
including without limitation any registration statement of the type
contemplated by Rule 462(b) under the Securities Act of 1933, 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 or she 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 June 24, 1999.
BAKER HUGHES INCORPORATED
By: /s/ Max L. Lukens
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Max L. Lukens
Chairman of the Board, 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, Chief Executive
// Max L. Lukens Officer and Director (principal
- -------------------- executive officer) June 24, 1999
(Max L. Lukens)
Signature Title Date
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Senior Vice President - Finance
And Administrative and Chief
Financial Officer (principal
/s/ G. Stephen Finley financial officer) June 24, 1999
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(G. Stephen Finley)
Senior Vice President - Finance
And Administration and Chief
Financial Officer (principal
/s/ G. Stephen Finley accounting officer) June 24, 1999
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G. Stephen Finley
Signature Title Date
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/s/ Lester M. Alberthal, Jr. Director June 24, 1999
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Lester M. Alberthal, Jr.
/s/ Victor G. Beghini Director June 24, 1999
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Victor G. Beghini
/s/ Alton J. Brann Director June 24, 1999
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Alton J. Brann
/s/ Joseph T. Casey Director June 24, 1999
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Joseph T. Casey
/s/ Eunice M. Filter Director June 24, 1999
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Eunice M. Filter
/s/ Joe B. Foster Director June 24, 1999
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Joe B. Foster
/s/ Claire W. Gargalli Director June 24, 1999
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Claire W. Gargalli
/s/ Richard D. Kinder Director June 24, 1999
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Richard D. Kinder
/s/ James F. McCall Director June 24, 1999
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James F. McCall
/s/ H. John Riley, Jr. Director June 24, 1999
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H. John Riley, Jr.
/s/ John R. Russell Director June 24, 1999
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John R. Russell
/s/ Charles L. Watson Director June 24, 1999
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Charles L. Watson
/s/ Max P. Watson, Jr. Director June 24, 1999
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Max P. Watson, Jr.
Exhibit 5.1
June 24, 1999
Baker Hughes Incorporated
3900 Essex Lane
Houston, Texas 77027
Gentlemen:
I am the Deputy 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 4,000,000 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 June 24,
1999.
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 as amended, 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 incorporated 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,
Daniel J. Churay
Deputy General Counsel
DJC/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 February 17, 1999 (which report expresses an
unqualified opinion and includes an explanatory paragraph relating to
the change in the method of accounting for impairment of long-lived
assets to be disposed of to conform with Statement of Financial
Accounting Standards No. 121, as discussed in Note 2), incorporated
by reference in the Annual Report on Form 10-K of Baker Hughes
Incorporated for the year ended December 31, 1998.
Deloitte & Touche LLP
Houston, Texas
June 24, 1999
