<PAGE>
As filed with the Securities and Exchange Commission on June 15, 1998
Commission File Number 33-22097-NY
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.
(Exact name of Registrant as specified in charter)
DELAWARE 11-2908692
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5151 SAN FELIPE, SUITE 450
HOUSTON, TEXAS 77056
(Address of principal executive offices) (Zip Code)
1996 INCENTIVE STOCK PLAN
1997 INCENTIVE STOCK PLAN
1998 CONTRACTUAL STOCK OPTIONS
1998 CONTRACTUAL STOCK GRANTS
(Full title of the Plan)
THOMAS L. EASLEY, CHIEF FINANCIAL OFFICER
BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.
5151 SAN FELIPE, SUITE 450
HOUSTON, TEXAS 77056
(address of agent for service)
(713) 621-7911
(Telephone number, including area code, of agent for service)
REGISTRATION FEE TABLE ON FOLLOWING PAGE
<PAGE>
<TABLE>
<CAPTION>
==============================================================================================================
CALCULATION OF REGISTRATION FEE
==============================================================================================================
PROPOSED PROPOSED
TITLE OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO TO BE OFFERING PRICE AGGREGATE REGISTRATION
BE REGISTERED(1) REGISTERED PER SHARE (2) OFFERING (2) FEE
==============================================================================================================
<S> <C> <C> <C> <C>
Common Stock underlying awards granted
pursuant to 1996 Incentive Stock Plan 300,000 $5.31 $ 1,593,000 $ 469.94
Common Stock underlying
1997 Incentive Stock Plan (3) 1,475,000 $5.31 $ 7,832,250 $2,310.51
Incentive awards available for grant under
Common Stock underlying
1998 contractual stock options 960,000 $4.00 $ 3,840,000 $1,132.80
1998 Contractual Stock Grants 650,000 $4.00 $ 2,600,000 $ 767.00
==============================================================================================================
Totals 3,385,000 $15,865,250 $4,680.25
==============================================================================================================
</TABLE>
(1) Pursuant to Rule 416, this Registration Statement also covers such number
of additional shares of Common Stock as may become available for issuance
pursuant to the foregoing in the event of certain changes in outstanding
shares, including reorganizations, recapitalizations, stock splits, stock
dividends and reverse stock splits.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of computing the
registration fee and based upon the price at which the options may be
exercised.
(3) Includes all Common Stock which may be issued pursuant to the 1997
Incentive Stock Plan which permits issuance of Common Stock through various
incentive awards.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information concerning the Boots & Coots
International Well Control, Inc., 1996 Incentive Stock Plan, 1997 Incentive
Stock Plan, 1998 Contractual Stock Options and 1998 Contractual Stock Grants
required by Item 1 of Form S-8 and the statement of availability of Registrant
Information, Plan Information, and other information required by Item 2 of Form
S-8 will be sent or given to participants as specified by Rule 428 under the
Securities Act of 1933, as amended ("Securities Act"). In accordance with Rule
428 and the requirements of Part I of Form S-8, such documents are not being
filed with the Securities and Exchange Commission (the "Commission") either as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act. The registrant shall maintain a
file of such documents in accordance with the provisions of Rule 428. Upon
request, the registrant shall furnish to the Commission or its staff a copy or
copies of all of the documents included in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The contents of the following documents filed by Boots & Coots International
Well Control, Inc., a Delaware corporation (the "Company"), with the Securities
and Exchange Commission (the "Commission") are incorporated by reference into
this Registration Statement on Form S-8 ("Registration Statement") by reference
and shall be deemed to be a part thereof:
(a) The Company's Transition Report on Form 10-KSB, Form 10-KSB/A and Form
10-KSB/A (Amendment No. 2) for the 6-month period ended December 31,
1997;
(b) The Company's Annual Report on Form 10-KSB/A for the year ended June 30,
1997.
(c) The following reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since
the end of the fiscal year ended December 31, 1997:
(i) The Company's Current Report on Form 8-K dated January 15, 1998
(ii) The Company's Current Report on Form 8-K dated March 9, 1998
(iii) The Company's Current Report on Form 8-K/A dated March 16, 1998
(iv) The Company's Current Report on Form 8-K/A dated May 6, 1998
(v) The Company's Quarterly Report on Form 10-QSB for the 3-month
period ended March 31, 1998
(d) Not applicable.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the
<PAGE>
filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which deregisters all
securities 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. The
Company will provide, without charge, each participant in the 1996 Incentive
Stock Plan, each participant in the 1997 Incentive Stock Plan, each holder of
1998 Contractual Stock Options and each other person entitled to receive 1998
Contractual Stock Grants, upon written or oral request directed to the Company's
Secretary at the Company's executive offices, a copy (without exhibits thereto
other than exhibits which are specifically incorporated herein by reference) of
any or all documents incorporated by reference to this Item 3.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
John L. Petersen, legal counsel for the Company in connection with
this registration statement is the record and beneficial owner of 150,000 shares
of the Company's Common Stock. In addition, Mr. Petersen is the owner of a 1998
Contractual Option to purchase 50,000 shares of Common Stock at a price of $4
per share and is entitled to receive a 1998 Contractual Stock Grant of 50,000
shares for services rendered in connection with the Company's recent
acquisitions.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Amended and Restated Certificate of Incorporation and By-laws
are intended to take full advantage of the enabling provisions of the General
Corporation Law of the State of Delaware ("GCLD") with respect to limiting the
personal liability of its officers, directors, employees and agents. The Amended
and Restated Certificate of Incorporation and By-laws provide that the Company
may indemnify current and former directors, officers, employees and agents, and
persons serving in similar capacities in the subsidiaries or other entities in
which the Company has an interest to the fullest extent permitted by the GCLD.
Thus, the Company may be prevented from recovering damages for certain alleged
errors or omissions by the officers and directors of the Company. Under the
Company's By-laws, indemnification payments may only be made upon a
determination that the indemnified person acted in good faith and in a manner
such person reasonably believed to be in, or not opposed to, the best interests
of the Company and, with respect to a criminal proceeding, had no reasonable
cause to believe such conduct was unlawful. Such determination shall be made (i)
by a majority of the disinterested members of the Board of Directors, (ii) by
independent legal counsel in a written opinion, or (iii) by the stockholders. It
is the position of the SEC that exculpation from and indemnification for
liabilities arising under the Act and the rules and regulations thereunder is
against public policy and therefore unenforceable.
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Specimen Certificate for shares of Company's $0.00001 par value Common
Stock. Exhibit 4.1 to the Company's Current Report on Form 8-K dated
August 13, 1997, is incorporated herein by reference.
5.1 Opinion of John L. Petersen, Attorney at Law, respecting legality of
securities being offered.
10.1 1996 Incentive Stock Plan of Boots & Coots International Well Control,
Inc. Exhibit 10.7 to the Company's Registration Statement on Form S-8
dated September 8, 1997, is incorporated herein by reference.
10.2 1997 Incentive Stock Plan of Boots & Coots International Well Control,
Inc. Exhibit 10.4 to the Company's Annual Report on Form 10-KSB dated
March 31, 1998, is incorporated herein by reference.
10.3 Form of option to purchase shares of Common Stock pursuant to 1996 and
1997 Stock Option Plan. Exhibit 4.4 to the Company's Current Report on
Form 8-K dated August 13, 1997, is incorporated herein by reference.
23.1 Consent of Hein + Associates LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of John L. Petersen, Attorney at Law, (included in Exhibit 5.1)
25.1 Power of Attorney (included on the signature page hereto)
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 to:
<PAGE>
(i) Include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;
(ii) 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. Not withstanding the forgoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a twenty percent (20%) change
in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement;
(iii) Include any additional or changed material information on 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) do not apply if
the registration statement is on Form S-3 or Form S-8, and 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 will 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 the purpose of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or 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
will be deemed to be the initial bona fide offering thereof.
(1) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the documents constituting the prospectus to each participant
to whom such prospectus is sent or given, a copy of the registrant's annual
report to stockholders for its last fiscal year, unless such participant
otherwise has received a copy of such report in which case the registrant
shall state in such prospectus that it will promptly furnish, without charge,
a copy of such report on written request of the participant.
(2) The undersigned registrant hereby undertakes to transmit or cause to be
transmitted to all participants who do not otherwise receive such material as
stockholders of the registrant, at the time and in the manner such material
is sent to its stockholders, copies of all reports, proxy statements and
other communications distributed to its stockholders generally
<PAGE>
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the small
business issuer pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the Securities and
Exchange 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 small business issuer of expenses incurred or paid by a director, officer or
controlling person of the small business issuer 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 small business
issuer 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form S-8 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Houston,
State of Texas on this 9th day of June 1998.
BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.
BY: /s/ LARRY H. RAMMING
----------------------------------------
Larry H. Ramming, Chief Executive
Officer and Director
POWER OF ATTORNEY
We, the undersigned directors and officers of Boots & Coots
International Well Control, Inc., do hereby constitute and appoint Larry H.
Ramming or Thomas L. Easley, or either of them, our true and lawful attorneys
and agents, to do any and all acts and things in our name and on our behalf in
our capacities as directors and officers, and to execute any and all instruments
for us and in our names in the capacities indicated below, which said attorneys
and agents, or either of them, may deem necessary or advisable to enable said
corporation to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange Commission,
in connection with the filing of this Registration Statement, including
specifically without limitation, power and authority to sign for any of us, in
our names in the capacities indicated below, any and all amendments hereto; and
we do each hereby ratify and confirm all that the said attorneys and agents, or
either of them, shall do or cause to be done by virtue hereof.
In accordance with the Requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates stated.
SIGNATURE TITLE DATE
/s/ LARRY H. RAMMING
- --------------------
Larry H. Ramming Chief Executive Officer and Director June 15, 1998
/s/ THOMAS L. EASLEY
- --------------------
Thomas L. Easley Chief Financial Officer and Director June 15, 1998
<PAGE>
/s/ DAVID G. WILLIAMS
- ---------------------
David G. Williams Controller June 15, 1998
/s/ BRIAN KRAUSE
- ---------------------
Brian Krause President and Director June 15, 1998
/s/ KIRK KRIST
- ---------------------
Kirk Krist Director June 15, 1998
/s/ DOUG JOHNSON
- ---------------------
Doug Johnson Director June 15, 1998
/s/ JERRY WINCHESTER
- ---------------------
Jerry Winchester Director June 15, 1998
<PAGE>
EXHIBIT 5.1
[Letterhead of John L. Petersen, Attorney at Law appears here]
June 9, 1998
Boot & Coots International Well Control, Inc.
5151 San Felipe, Suite 450
Houston, Texas 77056
Attention: Chairman of the Board
I have acted as counsel for Boots & Coots International Well Control,
Inc. (the "Company"), in connection with the proposed offering by the Company of
an aggregate of 3,385,000 shares of the Company's Common Stock, $.00001 par
value ("Common Stock") pursuant to the Company's 1996 Incentive Stock Plan, 1997
Incentive Stock Plan, 1997 Executive Compensation Plan, 1997 Outside Directors'
Stock Option Plan 1998 Contractual Stock Options, and 1998 Contractual Stock
Grants (collectively, the "Plans").
In connection therewith, I have examined, among other things, the
Certificate of Incorporation, as amended, and By-laws of the Company, the
corporate proceedings with respect to such offering the Plans and the
Registration Statement on Form S-8 (No. 33-22097-NY) filed by the Company on
June 15, 1998 (the "Registration Statement") with the Securities and Exchange
Commission for the registration, under the Securities Act of 1933, as amended,
of the Common Stock. I am rendering this opinion as of the time the Registration
Statement becomes effective.
Based on my review, I am of the opinion that:
1. The Company is a corporation duly organized validly existing and in
good standing under the laws of the State of Delaware.
2. The 2,735,000 shares of Common Stock of the Company offered by the
Company to the option holders pursuant to the Plans, have been duly
authorized for issuance, and, subject to compliance with any
applicable Blue Sky laws, upon the issuance and delivery thereof in
accordance with the provisions of the Plans and as set forth in the
Registration Statement and upon receipt by the Company of the
purchase price therefor will be duly authorized, validly issued,
fully paid and nonassessable.
3. The 650,000 shares of Common Stock of the Company to be issued
pursuant to the 1998 Contractual Stock Grants, have been duly
authorized for issuance, and, subject to compliance with any
applicable Blue Sky laws, upon the issuance and delivery thereof in
accordance with the provisions of the associated contracts and as
set forth in the Registration Statement will be duly authorized,
validly issued, fully paid and nonassessable.
I hereby consent to the filing, as an exhibit to the Registration
Statement, of this opinion.
Very truly yours,
/s/ John L. Petersen
----------------------------
JOHN L. PETERSEN
Attorney at Law
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the use of our reports incorporated by reference in the
registration statement (No. 33-22097-NY) on Form S-8 of Boots & Coots
International Well Control, Inc.
HEIN + ASSOCIATES LLP
Certified Public Accountants
Houston, Texas
June 15, 1998
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form S-8 of our
report dated March 5 on the statement of assets to be acquired and liabilities
to be assumed of the Logistics and Supply Division of ITS Investments, Inc., as
of March 31, 1997 and the related statements of revenues and operating expenses
for each of the two years in the period ended March 31, 1997 (and to all
references to our Firm) incorporated by reference into this registration
statement.
ARTHUR ANDERSEN LLP
Houston, Texas
June 15, 1998
