As filed with the Securities and Exchange Commission on March 11, 1999
Registration No. 333-__________________
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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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)
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ATWOOD OCEANICS, INC.
1996 INCENTIVE EQUITY PLAN
(Full Title of the Plan)
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JAMES M. HOLLAND
Senior Vice President and Secretary
Atwood Oceanics, Inc.
15835 Park Ten Place Drive
Houston, Texas 77084
(281) 492-2929
(Name, address and telephone number of agent for service)
Copy to:
W. GARNEY GRIGGS, Esq.
Griggs & Harrison, P.C.
1301 McKinney, Suite 3200
Houston, Texas 77010
(713) 651-0600
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CALCULATION OF REGISTRATION FEE
================ ============== ============== ================= =============
Proposed Proposed
Title of Maximum Maximum Amount of
Securities Amount to Offering Price Aggregate Registration
to be Registered be Registered Per Share(1) Offering Price(1) Fee
================ ============== =============== ================= =============
Common Stock,
par value $1.00 670,000 shares $19.59375 $13,127,813 $3,650
per share
================ ============== =============== ================= =============
(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 March 8, 1999, as reported
on the New York Stock Exchange.
<PAGE>
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, 1998;
(2) The Proxy Statement of the Company dated January 15, 1999;
(3) The Quarterly Report of the Company on Form 10-Q for the fiscal
quarter ended December 31, 1998; and
(4) 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 July 2, 1997.
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
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
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.
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.
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)
4.3 - Atwood Oceanics, Inc. 1996 Incentive Equity Plan (Incorporated
by reference to Exhibit 10.1 to the Company's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1997)
*5.1 - Opinion of Griggs & Harrison, P.C.
*23.1 - Consent of Arthur Andersen LLP
23.2 - Consent of Griggs & Harrison, P.C. (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.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities would not exceed that which was registered) and any
deviation from the low or high end 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 20%
change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
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 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.
<PAGE>
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 March 10, 1999.
ATWOOD OCEANICS, INC.
By: /s/ John R. Irwin
John R. Irwin
President, Chief Executive 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 Executive March 10, 1999
- ----------------------- Officer and Director
(John R. Irwin)
/s/ James M. Holland Senior Vice President March 10, 1999
- ----------------------- and Secretary
(James M. Holland) (Principal Financial and
Accounting Officer)
/s/ Robert W. Burgess Director March 10, 1999
- -----------------------
(Robert W. Burgess)
/s/ George S. Dotson Director March 10, 1999
- -----------------------
(George S. Dotson)
/s/ Walter H. Helmerich, III Director March 10, 1999
- -----------------------
(Walter H. Helmerich, III)
/s/ Hans Helmerich Director March 10, 1999
- -----------------------
(Hans Helmerich)
/s/ William J. Morrissey Director March 10, 1999
- -----------------------
(William J. Morrissey)
<PAGE>
EXHIBIT INDEX
Exhibit
Number
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)
4.3 - Atwood Oceanics, Inc. 1996 Incentive Equity Plan (Incorporated by
reference to Exhibit 10.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1997)
*5.1 - Opinion of Griggs & Harrison, P.C.
*23.1 - Consent of Arthur Andersen LLP
23.2 - Consent of Griggs & Harrison, P.C. (included in Exhibit 5.1)
- ---------------
*Filed herewith
<PAGE>
EXHIBIT 5.1
GRIGGS & HARRISON, P.C.
1301 McKinney St., Suite 3200
Houston, Texas 77010-3033
Telephone: 713-651-0600
Facsimile: 713-651-1944
March 10, 1999
Atwood Oceanics, Inc.
15835 Park Ten Place Drive
Houston, Texas 77084
Re: 1996 Incentive Equity Plan
Gentlemen:
We have acted as counsel for Atwood Oceanics, Inc., a Texas corporation
(the "Company"), in connection with the Company's 1996 Incentive Equity 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, P.C.
GRIGGS & HARRISON, P.C.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
November 23, 1998 included in Atwood Oceanics, Inc.'s Form 10-K for the year
ended September 30, 1998, and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
/s/ ARTHUR ANDERSEN LLP
Houston, Texas
March 11, 1999
