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As filed with the Securities and Exchange Commission on July 21, 2000
Registration No. 333-______
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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 registrant as specified in its charter)
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<S> <C>
DELAWARE 76-0207995
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3900 ESSEX LANE, SUITE 1200 77027-5177
HOUSTON, TEXAS (Zip Code)
(Address of Principal Executive Offices)
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BAKER HUGHES INCORPORATED 1998 EMPLOYEE STOCK OPTION PLAN
(Full title of the plan)
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DANIEL J. CHURAY
DEPUTY GENERAL COUNSEL
BAKER HUGHES INCORPORATED
3900 ESSEX LANE, SUITE 1200
HOUSTON, TEXAS 77027-5177
(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
MAXIMUM MAXIMUM
AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, $1.00 par value per share.... 3,500,000 $31.59 $110,565,000 $29,190
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(1) Estimated pursuant to Rules 457(c) and (h) solely for the purpose of
computing the registration fee and based upon the average of the high
and low sales prices of the Common Stock reported on the New York Stock
Exchange on July 17, 2000.
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This Registration Statement is being filed by Baker Hughes Incorporated
(the "Company") pursuant to General Instruction E of Form S-8 under the
Securities Act of 1933, as amended. The contents of the Registration Statement
on Form S-8 (Registration No. 333-74897) filed by the Company with the
Securities and Exchange Commission on March 23, 1999 are incorporated herein by
reference.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters with respect to the Common Stock offered hereby
will be passed upon for the Company by Daniel J. Churay, Deputy General Counsel
of the Company, Houston, Texas. Mr. Churay beneficially owns approximately 2,000
shares of Common Stock and also has options to purchase 21,873 additional shares
of Common Stock, of which 3,924 are currently exercisable.
ITEM 8. EXHIBITS.
5 -- Opinion of Daniel J. Churay as to the legality of
securities.
23.1 -- Consent of Deloitte and Touche LLP.
23.2 -- Consent of Daniel J. Churay (contained in Exhibit 5).
24 -- Powers of Attorney (included on the signature page of the
Registration Statement).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company 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 July 21, 2000.
BAKER HUGHES INCORPORATED
By: /s/ Joe B. Foster
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Joe B. Foster
Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Daniel J. Churay and Joe B. Foster, each
of whom may act without the joinder of the other, as 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 and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and all 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 and for 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 either or both
of them, 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 INDICATED AND ON THE DATES INDICATED.
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Joe B. Foster Chairman of the Board, July 21, 2000
----------------------------- President, Chief Executive
Joe B. Foster Officer and Director
(principal executive officer)
/s/ G. Stephen Finley Senior Vice President - Finance July 21, 2000
----------------------------- and Administration
G. Stephen Finley and Chief Financial Officer
(principal financial officer)
/s/ A. J. Keifer Vice President and Controller July 21, 2000
----------------------------- (principal accounting officer)
A. J. Keifer
/s/ Lester M. Alberthal, Jr. Director July 21, 2000
-----------------------------
Lester M. Alberthal, Jr.
/s/ Victor G. Beghini Director July 21, 2000
-----------------------------
Victor G. Beghini
/s/ Joseph T. Casey Director July 21, 2000
-----------------------------
Joseph T. Casey
/s/ Eunice M. Filter Director July 21, 2000
-----------------------------
Eunice M. Filter
/s/ Claire W. Gargalli Director July 21, 2000
-----------------------------
Claire W. Gargalli
/s/ Richard D. Kinder Director July 21, 2000
-----------------------------
Richard D. Kinder
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/s/ James F. McCall Director July 21, 2000
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James F. McCall
/s/ H. John Riley, Jr. Director July 21, 2000
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H. John Riley, Jr.
/s/ Charles L. Watson Director July 21, 2000
-----------------------------
Charles L. Watson
/s/ Max P. Watson, Jr. Director July 21, 2000
-----------------------------
Max P. Watson, Jr.
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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5 -- Opinion of Daniel J. Churay as to the legality of securities.
23.1 -- Consent of Deloitte and Touche LLP.
23.2 -- Consent of Daniel J. Churay (contained in Exhibit 5).
24 -- Powers of Attorney (included on the signature page of the
Registration Statement).
