As filed with the Securities and Exchange Commission on
January 28, 1994
Registration No. 33-__________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ATWOOD OCEANICS, INC.
(Exact Name of Registrant as specified in its charter)
Texas 74-1611874
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
15835 Park Ten Place Drive
Houston, Texas 77084
(Address of principal executive offices)
ATWOOD OCEANICS, INC.
1990 STOCK OPTION PLAN
(Full Title of the Plan)
JAMES M. HOLLAND
Senior Vice President and Secretary
Atwood Oceanics, Inc.
15835 Park Ten Place Drive
Houston, Texas 77084
(713) 492-2929
(Name, address and telephone number of agent for service)
Copy to:
W. GARNEY GRIGGS, Esq.
Griggs & Harrison
1301 McKinney, Suite 3200
Houston, Texas 77010
(713) 651-0600
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed Proposed Amount
Securities be Maximum Offering Maximum Aggregate of
to be Registered Price Per Offering Registration
Registered Share (1) Price (1) Fee
Common
Stock, par
value $1.00 330,000
per share shares $11 1/8 $3,671,250 $1,266
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and 457(h),based on the average of the high and
low prices of the Company's Common Stock on January 21, reported on the
NASDAQ National Market System.
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PAGE 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
Atwood Oceanics, Inc. (the "Company") incorporates herein by
reference the following documents filed with the Securities and
Exchange Commission (File No. 0-6352):
(1) The Annual Report of the Company on Form 10-K for the
fiscal year ended September 30, 1993;
(2) The Proxy Statement of the Company dated January 17,
1994; and
(3) The description of the common stock, par value $1.00 per
share (the "Common Stock"), of the Company contained in the
Company's Registration Statement on Form 8-A, filed June 8, 1972.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which
deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing 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 and superseded for purposes of this Registration
Statement to the extent such statement is modified or superseded by
a statement contained in any other subsequently filed incorporated
document or in any accompanying prospectus supplement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
General
Article IV, Section 3 of the Bylaws of the Company states that
any person who is or was a director or officer of the Company, or
a director, officer, partner, venturer, employee, agent or similar
functionary of any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise which such person
serves or served as such at the request of the Company, shall be
indemnified by the Company against any and all liability and
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PAGE 3
reasonable expenses (including but not limited to counsel fees and
disbursements and amounts paid in settlement or in satisfaction of
judgments or as fines or penalties) to the extent mandated or
authorized by Article 2.02-1 of the Texas Business Corporation Act.
Article 2.02-1 of the Texas Business Corporation Act permits, and
in some cases requires, corporations to indemnify directors and
officers who are or have been a party or are threatened to be made
a party to litigation against judgments, penalties (including
excise and similar taxes), fines, settlements and reasonable
expenses under certain circumstances.
Pursuant to a Distribution Agreement dated as of August 8,
1991, between the Company and Philadelphia Investment Corporation
of Delaware ("PICD"), who together with certain of its affiliates
beneficially owns 561,402 shares (the "Shares"), representing
approximately 8.53% of the Company's Common Stock, the Company
agreed to indemnify PICD and its affiliates and certain other
related parties against all claims or liabilities arising out of or
based on any untrue statement in or omission from any prospectus or
registration statement incident to registration of the Shares, or
any violation by the Company of any applicable laws in connection
with such registration; provided, that the Company shall not be
liable to the extent that any such claim or liability arises out of
any untrue statement in or omission from written information
furnished by the holder of the Shares for use in the prospectus or
registration statement relating to same.
In accordance with Section 1302-7.06 of the Texas
Miscellaneous Corporation Laws Act, Article X of the Company's
Restated Articles of Incorporation, as amended, precludes any
personal liability by a director of the Company to the Company or
its shareholders for monetary damages for an act or omission in the
director's capacity as a director, except for liability for (1) any
breach of the director's duty of loyalty to the Company or its
shareholders, (2) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation or law, (3)
any transaction from which the director derived an improper
personal benefit, or (4) an act or omission for which the liability
of a director is expressly provided for by an applicable statute.
While Article X provides directors with protection from awards
of monetary damages for breaches of the duty of care, it does not
eliminate each director's duty of care. Accordingly, Article X has
no effect on the availability of an equitable remedy such as an
injunction, or rescission based upon a director's breach of the
duty of care. Furthermore, liabilities which may arise out of acts
or omissions occurring prior to the Company's adoption of Article
X would not be covered by Article X, so that directors remain
potentially liable for monetary damages in connection with any such
acts or omissions. In addition, Article X applies only to claims
against the director arising out of his or her role as a director,
and does not apply to the director's role as an officer or in any
capacity other than that of a director or to the director's
responsibilities under other law, such as the federal securities
laws. Article X relates only to liabilities of directors to the
Company and its shareholders, and does not affect liability to
third parties.
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PAGE 4
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following instruments and documents are included as
Exhibits to this Registration Statement. Exhibits incorporated by
reference are so indicated by parenthetical information.
Exhibit
Number Exhibit
4.1 - Restated Articles of Incorporation of the Company, as
amended (Incorporated by reference to Exhibits 3.1.1,
3.1.2 and 3.1.3 to the Company's Annual Report on Form
10-K for the fiscal year ended September 30, 1993, File
No. 0-6352)
4.2 - Bylaws of the Company (Incorporated by reference to
Exhibit 3.2 to the Company's Annual Report on Form 10-K
for the fiscal year ended September 30, 1993, File No.
0-6352)
*5.1 - Opinion of Griggs & Harrison
*24.1 - Consent of Arthur Andersen & Co.
24.2 - Consent of Griggs & Harrison (included in Exhibit 5.1)
_______________
*Filed herewith
Item 9. Undertakings
(a) The Company 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, as amended (the "Securities
Act");
(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 thereto) 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;
PAGE 5
provided, however, that paragraphs (i) and (ii) above 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 Company 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 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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
the Company'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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the provisions
described under Item 6 above, or otherwise, the Company 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 registrant of expenses
incurred or paid by a director, officer or controlling person of
the Company 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
Company 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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PAGE 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Atwood Oceanics,
Inc. 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 or Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas, on
January 27, 1994.
ATWOOD OCEANICS, INC.
By: /s/ John R. Irwin
John R. Irwin
President, Chief Operating Officer
and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or Amendment has been signed by the following persons
in the capacities and on the dates indicated.
Signature Title Date
/s/ John R. Irwin President, Chief January 27, 1994
Operating
(John R. Irwin) Officer and Director
/s/ James M. Holland Senior Vice President January 27, 1994
(James M. Holland) and Secretary
(Principal Financial and
Accounting Officer)
/s/ Robert W. Burgess Director January 27, 1994
(Robert W. Burgess)
/s/ George S. Dotson Director January 27, 1994
(George S. Dotson)
/s/ W. H. Helmerich, III Director January 27, 1994
(W. H. Helmerich, III)
/s/ Hans Helmerich Director January 27, 1994
(Hans Helmerich)
/s/ William J. Morrissey Director January 27, 1994
(William J. Morrissey)
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PAGE 7
EXHIBIT INDEX
Exhibit Sequentially
Number Numbered Page
4.1 - Restated Articles of Incorporation of the N/A
Company, as amended (Incorporated by reference
to Exhibits 3.1.1, 3.1.2 and 3.1.3 to the
Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1993,
File No. 0-6352)
4.2 - Bylaws of the Company (Incorporated by
reference to Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the fiscal
year ended September 30, 1993, File No.
0-6352
*5.1 - Opinion of Griggs & Harrison 7
*24.1 - Consent of Arthur Andersen & Co. 8
24.2 - Consent of Griggs & Harrison (included in Exhibit 5.1) N/A
_______________
*Filed herewith
EXHIBIT 5.1
January 27, 1994
Atwood Oceanics, Inc.
15835 Park Ten Place Drive
Houston, Texas 77084
Re: 1990 Stock Option Plan
Gentlemen:
We have acted as counsel for Atwood Oceanics, Inc., a Texas
corporation (the "Company"), in connection with the Company's 1990
Stock Option Plan, as amended (the "Plan"). We have examined such
documents, records and matters of law as we have deemed necessary
for purposes of this opinion, and based thereupon, we are of the
opinion that the shares of the Company's Common Stock, par value
$1.00 per share, when issued pursuant to the Plan in accordance
with the terms and provisions thereof, will be duly authorized,
validly issued, fully-paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1
to the Form S-8 Registration Statement filed by the Company to
effect registration of the shares issued pursuant to the Plan under
the Securities Act of 1933.
Very truly yours,
/s/ GRIGGS & HARRISON
EXHIBIT 24.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports dated November 22, 1993 included or incorporated by
reference in Atwood Oceanics, Inc.'s Form 10-K for the year ended
September 30, 1993, and to all references to our Firm included in
this registration statement.
/s/ ARTHUR ANDERSEN & CO.
Houston, Texas
January 27, 1994
