AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON May 2, 1996
Registration No.______________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
POOL ENERGY SERVICES CO.
(Exact name of registrant as specified in its charter)
TEXAS 76-0263755
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10375 RICHMOND AVENUE
HOUSTON, TEXAS 77042
(Address of principal executive offices) (Zip Code)
POOL ENERGY SERVICES CO.
1996 DIRECTORS' STOCK INCENTIVE PLAN
(Full title of the plan)
G. GEOFFREY ARMS
VICE PRESIDENT AND GENERAL COUNSEL
POOL ENERGY SERVICES CO.
10375 RICHMOND AVENUE
HOUSTON, TEXAS 77042
(713) 954-3000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
==============
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Amount to be Offering Price Per Aggregate Offering Amount of
Title of Securities to be Registered Registered (2) Share Price Registration Fee
- ------------------------------------ -------------- ------------------ ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, no par value 200,000 shares $12.89(3) $2,578,000(3) $889.00
</TABLE>
- ------------
(1) Also hereby registered is an equal number of Rights issuable pursuant
to the Company's Shareholder Rights Plan. Under the Shareholder
Rights Plan, each share of Common Stock issued is coupled with a
Right for which no separate consideration is paid.
(2) The number of shares of Common Stock registered herein is subject to
adjustment to prevent dilution resulting from stock splits, stock
dividends or similar transactions.
(3) Estimated solely for the purpose of calculating the registration fee,
based upon the average of the high and low prices of a share of the
Registrant's Common Stock on the NASDAQ National Market System on
April 30, 1996.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Pool Energy Services Co. (the "Registrant") incorporates herein by
reference the following documents as filed with the Securities and Exchange
Commission:
(1) The Annual Report of the Registrant on Form 10-K for the year ended
December 31, 1995; and
(2) The description of the Registrant's common stock, no par value per
share (the "Common Stock") contained in the Registrant's Registration
Statement on Form 8-A, filed pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act") and declared effective on April 16,
1990 (No. 0-18437).
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of 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 of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The information required by Item 4 is not applicable to this Registration
Statement since the class of securities to be offered is registered under
Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
In connection with the shares of the Registrant's Common Stock being
registered hereby, the validity of the shares will be passed upon for the
Registrant by G. Geoffrey Arms, Vice President and General Counsel of the
Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to Article 2.02-1 of the Texas Business Corporation Act, Article
XIII of the Registrant's Bylaws provides that the Registrant shall indemnify any
person who (i) is or was a director, officer, employee or agent of the
Registrant, or (ii) while a director, officer, employee or agent of the
Registrant, is or was serving at the request of the Registrant as a director,
officer, partner, venturer, proprietor, trustee, employee, agent or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan or other enterprise,
to the fullest extent that a corporation may or is required to grant
indemnification to a director under the Texas Business Corporation Act. In
addition, the Registrant may indemnify any person to such further extent as
permitted by law. The Registrant's Articles of Incorporation also contain
provisions that provide that, to the fullest extent permitted by the laws of the
State of Texas, a director of the Registrant shall not be liable to the
Registrant or its shareholders for monetary damages for any act or omission in
such director's capacity as a director of the Registrant.
2
The directors and officers of the Registrant and its subsidiaries are
also insured (subject to certain exceptions and deductions) against liabilities
which they may incur in their capacity as such, including liabilities under the
Securities Act of 1933, as amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The information required by Item 7 is not applicable to this Registration
Statement.
ITEM 8. EXHIBITS.
Exhibit
NUMBER DESCRIPTION
------ -----------
4.1* Pool Energy Services Co. 1996 Directors' Stock Incentive Plan
4.2* Form of Stock Option Agreement
4.3 Rights Agreement dated as of June 7, 1994 between Pool
Energy Services Co. and The First National Bank of Boston,
as Rights Agent, which includes as Exhibit A the form of
Right Certificate and as Exhibit B the form of Summary of
Rights to Purchase Shares (incorporated by reference to
Exhibit 1 to the Company's Current Report on Form 8-K dated
June 7, 1994, Commission File No. 0-18437)
5.1* Opinion of G. Geoffrey Arms dated May 2, 1996
24.1* Consent of Deloitte & Touche LLP
25* Powers of Attorney
- ------------
*Filed Herewith
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;
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(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
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
Registration Statement; and
3
(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 (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or
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 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 undersigned Registrant hereby undertakes that, for purposes 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 shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant under its Articles of
Incorporation, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the 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
Registrant 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 Registrant 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 Act and will be governed by the final adjudication of such issue.
4
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act
of 1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all 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 May 2, 1996.
POOL ENERGY SERVICES CO.
(Registrant)
By: /s/ J. T. JONGEBLOED
J. T. Jongebloed
Chairman, 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.
NAME AND SIGNATURE TITLE DATE
- ------------------ ----- ----
/s/ J. T. JONGEBLOED Chairman, President and
J. T. Jongebloed Chief Executive Officer and Director
/s/ E. J. SPILLARD Senior Vice President, Finance
E. J. Spillard (principal financial officer)
/s/ B. G. GORDON Controller
B. G. Gordon (principal accounting officer)
W. C. McCORD Director* May 2, 1996
WILLIAM M. MOBLEY Director*
GARY D. NICHOLSON Director*
JOSEPH R. MUSOLINO Director*
JAMES L. PAYNE Director*
DONALD D. SYKORA Director*
*By: /s/ J. T. JONGEBLOED
(J. T. Jongebloed, as Attorney-in-Fact
for each of the persons indicated)
5
Exhibit Index
EXHIBIT
NUMBER DESCRIPTION PAGE
- ------ ----------- ----
4.1* Pool Energy Services Co. 1996 Directors' Stock 7
Incentive Plan
4.2* Form of Stock Option Agreement 16
4.3 Rights Agreement dated as of June 7, 1994 between Pool
Energy Services Co. and The First National Bank of Boston,
As Rights Agent, which includes as Exhibit A the form of
Right Certificate and as Exhibit B the form of Summary of
Rights to Purchase Shares (incorporated by reference to
Exhibit 1 to the Company's Current Report on Form 8-Dated
June 7, 1994, Commission File No. 0-18437)
5.1* Opinion of G. Geoffrey Arms dated May 2, 1996 19
24.1* Consent of Deloitte & Touche LLP 21
25* Powers of Attorney 23
- ------------
*Filed Herewith
6
EXHIBIT 4.1
7
POOL ENERGY SERVICES CO.
1996 DIRECTORS' STOCK INCENTIVE PLAN
SECTION 1. PURPOSE
The purpose of this Plan is to provide a means for Pool Energy Services
Co. (the "Company") to compensate members of its Board of Directors who are not
full-time employees of the Company or any of its subsidiaries with stock of the
Company and to afford them options to purchase stock of the Company, in order to
(i) provide such Directors a direct interest in the Company's attainment of its
financial goals, (ii) align their interests more closely with the interests of
other shareholders of the Company, and (iii) provide a financial incentive that
will assist the Company in attracting and retaining the most qualified
individuals as Directors. The Plan is intended to meet the requirements of Rule
16b-3 under the Securities Exchange Act of 1934, as amended.
SECTION 2. DEFINITIONS
Unless the context otherwise requires, the following words as used herein
shall have the following meanings:
(a) "Award" means a grant of an Option or Restricted Stock pursuant to
the Plan.
(b) "Beneficial Owner" shall be defined by reference to Rule 13d-3 under
the Exchange Act; provided, however, and without limitation, any individual,
corporation, partnership, group, association or other person or entity which has
the right to acquire any voting stock at any time in the future, whether such
right is contingent or absolute, pursuant to any agreement, arrangement or
understanding or upon exercise of conversion rights, warrants or options, or
otherwise, shall be the Beneficial Owner of such voting stock.
(c) "Board" means the Board of Directors of the Company as the same may
be constituted from time to time.
(d) "Change in Control" occurs if: (i) any "person" (defined as such term
is used in Sections 13(d) and 14(d)(2) of the Exchange Act, as amended) is or
becomes the Beneficial Owner, as herein defined, directly or indirectly, of
securities of the Company representing thirty percent (30%) or more of the
combined voting power of the Company's outstanding securities then entitled to
vote for the election of Directors in any transaction or series of related
transactions not approved by the Board; or (ii) during any period of two
consecutive years, individuals who at the beginning of such period constituted
the Board cease for any reason to constitute at least a majority thereof
(excluding for purposes of this calculation any Director who dies or ceases to
be a Director due to disability or reaching the maximum age for eligibility to
serve as a Director during such period); or (iii) the Board shall approve the
sale of all or substantially all of the assets of the Company; or (iv) the Board
shall approve any merger, consolidation, issuance of securities or purchase of
assets, the result of which would be the occurrence of any event described in
clause (i) or (ii) of this paragraph.
(e) "Code" means the Internal Revenue Code of 1986, as amended.
(f) "Committee" means the Compensation Committee of the Board, as the
same may be constituted from time to time, or such other committee as the Board
may appoint to administer the Plan.
(g) "Common Stock" means the common stock, no par value, of the Company.
8
(h) "Company" means Pool Energy Services Co., a Texas corporation.
(i) "Director" means a member of the Board.
(j) "Disability" means, with respect to a Director, an inability as
determined by the Committee to perform duties and services as a director of the
Company by reason of a medically determinable physical or mental impairment,
supported by medical evidence, that can be expected to last for a continuous
period of not less than six (6) months.
(k) "Disinterested Person" means a person who is a disinterested person
within the meaning of Rule 16b-3 promulgated under the Exchange Act.
(l) "Effective Date" means February 23, 1996.
(m) "Exchange Act" means the Securities Exchange Act of 1934, as amended.
(n) "Fair Market Value" means, with respect to a Share, the fair market
value thereof as determined by the Committee in good faith; provided, however
that (i) if the Common Stock is listed on a securities exchange registered under
the Exchange Act, the Fair Market Value of a Share shall be the average of the
reported high and low sales prices on the date in question (or if there was no
reported sale on such date, on the last preceding date on which any reported
sale occurred) on the principal securities exchange on which the Common Stock is
listed or admitted to trading, and (ii) if the Common Stock is not listed or
admitted to trading on any such exchange but is traded over-the-counter and
reported on the National Association of Securities Dealers, Inc. Automated
Quotations System ("NASDAQ") or any similar system then in use, the Fair Market
Value of a Share shall be the closing sale price on the date in question
reported (or if there was no reported sale on such date, on the last preceding
date on which any reported sale occurred) on such system.
(o) "Option" means an option to purchase Shares pursuant to the Plan and
which does not qualify as an incentive stock option under Section 422 of the
Code.
(p) "Optionee" means a person who has been granted an Option under the
Plan.
(q) "Participant" means a person who has been granted an Award under the
Plan.
(r) "Plan" means this Pool Energy Services Co. 1996 Directors' Stock
Incentive Plan, as amended from time to time.
(s) "Restricted Stock" means Shares that are issued subject to a
Restriction Period.
(t) "Restriction Period" means the period of time during which Restricted
Stock is subject to forfeiture pursuant to the Plan.
(u) "Retirement" means ceasing to be a member of the Board as a result of
not being eligible to stand for re-election due to his having reached the
maximum age for Directors, as provided in the Company's Bylaws.
(v) "Securities Act" means the Securities Act of 1933, as amended.
(w) "Share" means a share of Common Stock, and any share or shares of
capital stock or other securities of the Company hereafter issued or issuable in
respect of or in substitution or exchange for each such share of Common Stock.
9
SECTION 3. ADMINISTRATION
(a) The Plan shall be administered by, and the decisions concerning the
Plan shall be made solely by the Committee. Each member of the Committee shall
be appointed by and shall serve at the pleasure of the Board. The Board shall
have the sole continuing authority to appoint members of the Committee.
(b) The Committee is authorized to interpret and construe the Plan and
all Awards and to make all other determinations necessary or advisable for
administering the Plan. The Committee may from time to time adopt, amend and
rescind such rules and regulations, not inconsistent with the provisions of the
Plan, as it may deem advisable to carry out the Plan.
(c) All actions taken and all interpretations and determinations made by
the Committee in good faith shall be final and binding upon all Participants,
the Company, and other interested persons. Neither the Company, any member of
the Board, any member of the Committee, or any other individual shall be liable,
personally or otherwise, for any action, determination or interpretation taken
or made in good faith with respect to the Plan or Awards made hereunder, and
each member of the Board, each member of the Committee and each other individual
involved in the administration and interpretation of the Plan shall be entitled
to indemnification and reimbursement by the Company in respect of any claim,
loss, damage or expenses (including counsel fees) arising therefrom to the full
extent permitted by law and under any directors' and officers' liability or
similar insurance coverage that may be in effect from time to time.
(d) Notwithstanding anything contained in the Plan to the contrary, the
Committee shall have no discretion or authority to (i) grant Awards other than
as provided in the Plan, (ii) modify the terms of any Awards (except as provided
in Section 9 hereof), or (iii) exercise any discretion which would be
inconsistent with the intent that the Plan meet the requirements of Rule 16b-3
under the Exchange Act.
SECTION 4. SHARES SUBJECT TO THE PLAN
(a) The total number of Shares that may be issued pursuant to exercises
of Options or issued as Restricted Stock under the Plan shall not exceed a
maximum of 200,000 Shares in the aggregate; such maximum shall be increased or
decreased, however, as provided in Section 9 hereof.
(b) Awards shall be made in accordance with the provisions of the Plan
until the maximum number of Shares shall be exhausted or the Plan is sooner
terminated.
(c) Shares subject to an Option that expires or terminates prior to
exercise and Shares granted as Restricted Stock that are subsequently forfeited
shall be available for the granting of Awards under the Plan. Any Shares
withheld pursuant to Section 10 of the Plan shall not be available for future
Awards. In the event that the number of Shares available for Options under the
Plan is insufficient to make all automatic Awards specified in the Plan on the
applicable date, then all Directors who are entitled to an Award on such date
shall share ratably in the number of Shares then available for grant under the
Plan (Restricted Stock grants shall be made first, then Option grants), and
shall have no rights to receive any Award with respect to the deficiency in the
available Shares.
(e) Shares issued under the Plan may be either previously authorized but
unissued Shares or treasury stock or both.
SECTION 5. ELIGIBILITY
Only Directors who are not employees of the Company or any of its
subsidiaries shall be eligible to receive awards of Restricted Stock under the
Plan. Only Directors who are not full-time employees of the Company or any of
its subsidiaries shall be eligible to receive grants of Options under the Plan.
10
SECTION 6. AUTOMATIC AWARDS
Subject to the provisions of Section 11 and the availability of Shares as
provided for in Section 4:
(a) Each person who is elected or appointed a Director for the first time
after the Effective Date, and who is otherwise eligible to receive grants of
Options under the Plan, shall thereupon be automatically granted an Option to
purchase 8,000 Shares (the "Initial Grant"). No person shall receive more than
one Initial Grant.
(b) Each person who is a Director as of the close of business on the day
of final adjournment of the Company's Annual Meeting of Shareholders in each
calendar year commencing with the Annual Meeting in the calendar year next
following that in which such Director received an Initial Grant, and who is
otherwise eligible to receive grants of Options under the Plan, shall thereupon
be automatically granted an Option to purchase 4,000 Shares.
(c) Each person who is a Director as of the close of business on the day
of final adjournment of each Annual Meeting of Shareholders of the Company, and
who is otherwise eligible to receive awards of Restricted Stock under the Plan,
shall thereupon be automatically awarded 1,000 shares of Restricted Stock.
SECTION 7. PROVISIONS RELATING TO OPTIONS
(a) The exercise price for each Share covered by an Option shall be equal
to the Fair Market Value of such Share at the date of grant of such Option.
(b) Options shall not be exercisable except to the extent they are
vested. Each Option shall vest and become exercisable on the first anniversary
of the date of grant, provided, however, that, with respect to Options granted
on the date of the Company's Annual Meeting of Shareholders, vesting shall occur
on the earlier of the first anniversary of the date of grant or the date of the
Annual Meeting of Shareholders held in the first calendar year subsequent to the
calendar year in which the Option was granted. Options shall become fully vested
and immediately exercisable upon (i) death, Disability or Retirement, or (ii)
the occurrence of a Change in Control. No further vesting shall occur after the
date an Optionee's service as a Director ceases for any reason other than those
set forth in the preceding sentence.
(c) Anything to the contrary herein notwithstanding, Options shall not be
exercisable for a period of at least six (6) months from the date of grant
(except in the event of death or Disability of the Optionee or in the event of a
Change in Control).
(d) Each Option shall expire ten (10) years from the date of grant
thereof, subject, however, to earlier termination as follows: (i) if an
Optionee's service as a Director is terminated by reason of Disability or death,
the Optionee, his legal representative, or legatee, as the case may be, may
exercise such Option not later than one (1) year from the date of such cessation
of service as a Director; (ii) if an Optionee's service as a Director is
terminated by reason of Retirement, the Optionee may exercise such Option not
later than five (5) years from the date of such Retirement; (iii) if an
Optionee's service as a Director is terminated for any other reason, the
Optionee may exercise such Option, but only to the extent such Option is vested
as of the date the Optionee's service as a Director ceases, not later than
ninety (90) days from the date of such cessation of service as a Director,
except that in the event of termination of service as a Director for Cause, as
defined in the Company's Bylaws, each such Option shall immediately become null
and void for all purposes.
(e) Each Option shall be evidenced by a written agreement, in
substantially the form attached hereto. In the event of any conflict or
inconsistency between provisions of the Plan and any Option agreement, the Plan
shall control.
11
(f) No Option shall be transferable by the Optionee other than by will or
the applicable laws of descent and distribution.
(g) During the lifetime of an Optionee, only such Optionee or his
guardian or legal representative may exercise an Option granted to the Optionee.
If an Option granted hereunder shall be exercised by a legal representative of a
deceased Optionee or by a person who acquired an Option granted hereunder by
bequest or inheritance by reason of death of the Optionee, written notice of
such exercise shall be accompanied by a certified copy of letters testamentary
or equivalent proof of right of such legal representative or other person to
exercise such Option.
(h) At any time, and from time to time, during the period when any Option
or a portion thereof is exercisable, such Option or portion thereof may be
exercised in whole or in part.
(i) Each exercise of an Option, or a portion thereof, shall be effected
by means of a notice in writing to the Company, in form satisfactory to the
Company, accompanied by payment in full of the exercise price of the Shares then
being purchased. Payment in full shall mean payment of the full amount of the
exercise price for the Shares (i) in cash, by certified check, cashier's check,
or other check deemed acceptable by the Company's Corporate Secretary, or (ii)
with unrestricted Shares owned by the Optionee for more than six months, in
either case together with such additional payment in such form as the Company
shall approve as shall be necessary to meet tax withholding requirements in
accordance with Section 10 hereof, if applicable.
(j) No Shares shall be issued upon exercise of an Option until full
payment therefor has been received by the Company, and an Optionee shall have
none of the rights of a shareholder until Shares are issued to him.
(k) As promptly as may be practicable after an Option, or a portion
thereof, has been exercised, the Company shall deliver or cause to be delivered
one or more certificates for the appropriate number of Shares.
(l) Nothing herein or in any Option agreement shall require the Company
to issue any Shares upon exercise of an Option if such issuance would, in the
opinion of counsel for the Company, constitute a violation of the Securities Act
or any other applicable statute or regulation then in effect. Unless the Shares
delivered to the Optionee upon exercise of an Option have been registered under
the Securities Act, the Optionee shall give the Company satisfactory written
evidence that he is acquiring such Shares for the purposes of investment only
and not with a view to their distribution.
SECTION 8. PROVISIONS RELATING TO RESTRICTED STOCK
(a) Each Award of Restricted Stock shall be subject to a Restriction
Period which shall expire on the earliest to occur of the following: (i) the
expiration of twelve (12) months from the date of grant thereof, (ii) the Annual
Meeting of Shareholders in the calendar year next following that in which the
grant occurred, (iii) the Participant's death, Retirement or Disability, or (iv)
the occurrence of a Change in Control.
(b) If a Participant ceases to be a member of the Board for any reason
other than death, Retirement or Disability, any such Restricted Stock as to
which the Restriction Period has not expired shall thereupon be forfeited.
(c) Upon being awarded Restricted Stock, a Participant shall be the
record owner of such Shares and shall have the right to vote such Shares, but
any dividends and other distributions in respect of such Restricted Stock shall
be accrued during the Restriction Period applicable thereto but shall be paid to
the Participant only upon expiration of the Restriction Period.
(d) Each certificate representing Restricted Stock shall be registered in
the name of the Participant to whom it is awarded and, during the Restriction
Period applicable thereto, shall be left on deposit with the Company, together
with a stock power endorsed in blank.
12
(e) Upon expiration or early termination of the Restriction Period, the
certificate or certificates representing the Shares shall be delivered to the
Participant, or, in the case of a Participant who dies during the Restriction
Period, to the representative of the person's estate.
(f) Nothing herein shall require the Company to issue any Restricted
Stock if such issuance would, in the opinion of counsel for the Company,
constitute a violation of the Securities Act or any other applicable statute or
regulation then in effect. Unless the Shares of Restricted Stock issued to a
Participant pursuant to the Plan have been registered under the Securities Act,
the Participant shall give the Company satisfactory written evidence that he is
acquiring such Shares for the purposes of investment only and not with a view to
their distribution.
SECTION 9. CHANGES IN SHARES AND CERTAIN CORPORATE TRANSACTIONS
(a) If at any time while the Plan is in effect there shall be any
increase or decrease in the number of issued and outstanding Shares of the
Company effected without receipt of consideration therefor by the Company,
through the declaration of a stock dividend or any stock split or combination of
Shares, then and in each such event:
(i) An appropriate adjustment shall be made in the maximum number
of Shares available for Awards under the Plan, to the end that the same
proportion of the Company's issued and outstanding Shares shall continue
to be available for Awards;
(ii) The Committee shall make an appropriate adjustment in the
number of Shares (i) issuable upon the exercise of any Option (and if
appropriate in the exercise price per Share of such Option) or (ii)
comprising any award of Restricted Stock, to the end that the same
proportion of the Company's issued and outstanding Shares in each such
instance shall remain subject to purchase at the same aggregate exercise
price, in the case of an Option, or comprise such Award, in the case of
Restricted Stock.
(b) In case of any corporate reorganization, or any consolidation or
merger of another corporation into the Company in which the Company is the
surviving corporation, in which there is a reclassification, change (including a
change to the right to receive cash or other property) or exchange of the Shares
(other than as a result of a subdivision or combination of the Shares, but
including any change in such Shares into two or more classes or series of
Shares), the Committee in its sole discretion may provide that each outstanding
Option shall be replaced with an Option to purchase the kind and amount of
shares of stock and other securities (including those of any new direct or
indirect parent of the Company), property, cash or any combination thereof that
the holder of such Option would have received as a holder of Shares had he
exercised the Option immediately prior to such reorganization, consolidation or
merger.
(c) Except as is otherwise expressly provided herein, the issuance by the
Company of shares of its capital stock of any class, or securities convertible
into shares of capital stock of any class, either in connection with a direct
sale or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof shall
be made with respect to the maximum number of Shares available for Awards under
the Plan or with respect to Shares then subject to Awards under the Plan.
Furthermore, the existence of outstanding Awards granted under the Plan shall
not affect in any manner the right or power of the Company to make, authorize or
consummate (i) any adjustments, recapitalizations, reorganizations or other
changes in the Company's capital structure or its business; (ii) any merger or
consolidation of the Company; (iii) any issuance by the Company of debt
securities or preferred stock that would rank above the Shares subject to
outstanding Awards under the Plan; (iv) the dissolution or liquidation of the
Company; (v) any other corporate act or proceeding, of a similar character or
otherwise.
13
SECTION 10. WITHHOLDING TAXES
A Participant exercising an Option or receiving Restricted Stock granted
hereunder shall be required to pay to the Company amounts to cover any taxes
required by law to be withheld or otherwise deducted and paid by the Company in
respect of the issuance or delivery of the Shares relating to such Option
exercise or Restricted Stock grant. In lieu thereof, the Company shall have the
right to withhold the amount of such taxes from any other sums due or to become
due from the Company to the Participant upon such terms and conditions as the
Committee shall prescribe. At any time that a withholding obligation becomes
applicable with respect to the exercise of an Option or the issuance of
Restricted Stock, the Company may, if it so elects, allow such withholding
obligation to be satisfied, in whole or in part, by withholding Shares otherwise
issuable to the Participant or by the delivery to the Company of unrestricted
Shares owned by the Participant for at least six (6) months.
SECTION 11. SHAREHOLDER APPROVAL
The Plan shall be effective on February 23, 1996, the date of its
adoption by the Board, but shall be submitted to the shareholders of the Company
for approval and ratification at the next regular or special meeting of
shareholders to be held within twelve (12) months after the Board shall have
adopted the Plan. If at such a meeting of the shareholders of the Company a
quorum is present, the Plan shall be presented for approval and ratification,
and unless at such meeting the Plan is approved and ratified by the affirmative
vote of a majority of the outstanding shares of Common Stock of the Company
present in person or by proxy and entitled to vote, the Plan and all then
outstanding Options shall become null and void and of no further force or
effect. No Awards of Restricted Stock shall be made prior to the approval and
ratification of the Plan by shareholders in accordance with this Section 11.
SECTION 12. AMENDMENT, SUSPENSION OR TERMINATION
The Board may at any time amend, suspend or terminate the Plan, provided,
however, that no amendment shall be made to the Plan which would cause any
Director to cease to be a Disinterested Person, and no amendment shall become
effective without shareholder approval if such amendment would (i) materially
increase the benefits accruing to Participants under the Plan, (ii) materially
increase the number of Shares which may be issued under the Plan or (iii)
materially modify the requirements as to eligibility for participation in the
Plan. The Plan shall terminate ten years after the Effective Date. Options or
Restricted Stock shall not be granted while the Plan is suspended or after it is
terminated. Rights and obligations with respect to any Option or Restricted
Stock shall not be altered or impaired by suspension or termination of the Plan,
except upon the consent of the Participant. The power of the Committee to
construe and administer the Plan with respect to any Options or Restricted Stock
granted prior to the termination or suspension of the Plan under Section 3 shall
continue after such termination or during such suspension.
SECTION 13. MISCELLANEOUS
(a) All expenses incident to the administration of the Plan, including,
but not limited to, legal and accounting fees, shall be paid by the Company.
(b) If any provision of the Plan or any Agreement is held to be illegal
or invalid for any reason, the illegality or invalidity shall not affect the
remaining provisions of the Plan or such Agreement, as the case may be, but such
provision shall be fully severable and the Plan or such Agreement, as the case
may be, shall be construed and enforced as if the illegal or invalid provision
had never been included herein or therein.
14
(c) The titles and headings of Sections and paragraphs are included for
convenience of reference only and are not to be considered in the construction
of the provisions hereof.
(d) All questions arising with respect to the provisions of the Plan
shall be determined by application of the laws of the State of Texas, except to
the extent Texas law is preempted by Federal law.
15
EXHIBIT 4.2
16
POOL ENERGY SERVICES CO.
STOCK OPTION AGREEMENT
(1996 DIRECTORS' STOCK INCENTIVE PLAN)
Pool Energy Services Co. (the "Company"), desiring to afford an
opportunity to the grantee identified below (the "Grantee") to purchase shares
of the Company's common stock, no par value ("Common Stock"), and to provide the
Grantee with a proprietary interest in the Company, has granted to the Grantee,
and the Grantee hereby accepts, an option (the "Option") under the Company's
1996 Directors' Stock Incentive Plan (the "Plan") to purchase the number of
shares of Common Stock, during the term, at the price, and subject to and upon
the terms and conditions set forth below. The Option is a non-qualified stock
option and is not subject to incentive stock option treatment under the Internal
Revenue Code or applicable regulations thereunder.
1. DETAILS OF OPTION.
(a) The date of the Option (the "Date of Grant") is _____________.
(b) The name of the Grantee is ________________.
(c) The number of shares of Common Stock for which the Option is
exercisable is , subject to adjustment as provided in the Plan.
(d) Subject to acceleration as set forth in the Plan, the Option shall
become exercisable on the first anniversary of the Date of Grant,
provided, however, that, if the Date of Grant coincides with the
date of the Company's Annual Meeting of Shareholders, the Option
shall become exercisable on the earlier of (i) the first
anniversary of the Date of Grant or (ii) the date of the Annual
Meeting of Shareholders held in the first calendar year following
the calendar year of the Date of Grant.
(e) The exercise price of the Option is $----------------- per share of
Common Stock, subject to adjustment as provided in the Plan.
(f) The term of the Option is ten years beginning on the date of grant
of the Option; upon the expiration of such term, or earlier
termination thereof as provided in the Plan, the Option shall
expire and may not be exercised.
2. THE PLAN. The Option is subject to, and the Company and the Grantee agree to
be bound by, all of the terms and conditions of the Plan, as the same shall have
been amended from time to time in accordance with the terms thereof, provided
that no such amendment shall deprive the Grantee, without his consent, of this
Option or any rights hereunder. All of the terms and provisions of the Plan are
hereby incorporated into this Agreement, including, without limitation, the
provisions of the Plan relating to eligibility, payment, terms and limitations
on the right of exercise, transferability, termination of service, adjustment of
option shares and/or exercise price and taxes. A copy of the Plan in its current
form has been furnished to the Grantee. In the event of any conflict or
inconsistency between provisions of the Plan and this Agreement, the Plan shall
control.
17
IN WITNESS WHEREOF, the Company and the Grantee have executed this
Agreement as of the date stated above.
POOL ENERGY SERVICES CO.
BY__________________
ACCEPTED:
__________________________
(GRANTEE)
18
EXHIBIT 5.1
19
[GRAPHIC OMITTED]
A subsidiary of
Pool Energy Services Co.
P. O. Box 4271 o Houston, TX 77210
10375 Richmond Avenue (77042)
Telephone: 713/954-3033
Fax: 713/954-3037
713/954-3326
GEOFFREY ARMS
Vice President
and General Counsel
May 2, 1996
Board of Directors
Pool Energy Services Co.
10375 Richmond Avenue
Houston, Texas 77042
Gentlemen:
This opinion is furnished to you in connection with a Registration Statement on
Form S-8 (the "Registration Statement") to be filed on or about May 3, 1996 with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended, for the registration of 200,000 shares of Common Stock,
no par value (the "Shares"), of Pool Energy Services Co., a Texas corporation
(the "Company"). The Shares are to be issued in connection with the Pool Energy
Services Co. 1996 Directors' Stock Incentive Plan (the "Plan"). I have acted as
counsel for the Company in connection with the preparation of the Registration
Statement. In this capacity, I have examined signed copies of the Registration
Statement and all exhibits thereto. I have also examined and relied upon copies
of minutes of meetings of the stockholders and the Board of Directors of the
Company, a copy of the bylaws of the Company, and a copy of the Articles of
Incorporation of the Company, as amended.
Based on the foregoing, I am of the opinion that the Shares which may be issued
under the Plan have been duly authorized and, if and when issued and sold by the
Company in accordance with the terms of the Plan, will be validly issued, fully
paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to its use in connection therewith.
It is understood that this opinion is to be used only in connection with the
offer and sale of the Shares while the Registration Statement is in effect.
Very truly yours,
/s/ G. GEOFFREY ARMS
G. Geoffrey Arms
Vice President and General Counsel
ag
20
EXHIBIT 24.1
21
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Pool Energy Services Co. on Form S-8 of our report dated February 22, 1996 for
Pool Energy Services Co. and of our report dated January 31, 1996 for Pool
Arabia, Ltd., both appearing in the Annual Report on Form 10-K of Pool Energy
Services Co. for the year ended December 31, 1995.
/s/ DELOITTE & TOUCHE LLP
Houston, Texas
May 2, 1996
22
EXHIBIT 25
23
POWER OF ATTORNEY
WHEREAS, Pool Energy Services Co., a Texas corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"), a Registration
Statement on Form S-8 for Pool Energy Services Co.'s 1996 Directors' Stock
Incentive Plan, with such amendment or amendments thereto in each case as may be
necessary or appropriate, together with any and all exhibits and other documents
having relation to said Registration Statement (the "Registration Statement");
NOW, THEREFORE, The undersigned, in his capacity as a Director of the
Company, does hereby appoint J. T. Jongebloed and E. J. Spillard, and each of
them severally, his true and lawful attorney or attorneys with power to act with
or without the other and with full power of substitution and resubstitution, to
execute in his name, place and stead in his capacity as a Director of the
Company said Registration Statement and any and all amendments thereto and all
instruments necessary or incidental in connection therewith and to file same
with the Commission. Each of said attorneys shall have full power and authority
to do and perform in the name and on behalf of the undersigned in the aforesaid
capacity every act whatsoever necessary or desirable to be done in the premises
as fully and to all intents and purposes as the undersigned might or could do in
person, the undersigned hereby ratifying and approving the acts of said
attorneys and each of them.
IN WITNESS WHEREOF, The undersigned has executed this instrument on this
2nd day of May, 1996.
------------------------------------
Gary D. Nicholson
24
POWER OF ATTORNEY
WHEREAS, Pool Energy Services Co., a Texas corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"), a Registration
Statement on Form S-8 for Pool Energy Services Co.'s 1996 Directors' Stock
Incentive Plan, with such amendment or amendments thereto in each case as may be
necessary or appropriate, together with any and all exhibits and other documents
having relation to said Registration Statement (the "Registration Statement");
NOW, THEREFORE, The undersigned, in his capacity as a Director of the
Company, does hereby appoint J. T. Jongebloed and E. J. Spillard, and each of
them severally, his true and lawful attorney or attorneys with power to act with
or without the other and with full power of substitution and resubstitution, to
execute in his name, place and stead in his capacity as a Director of the
Company said Registration Statement and any and all amendments thereto and all
instruments necessary or incidental in connection therewith and to file same
with the Commission. Each of said attorneys shall have full power and authority
to do and perform in the name and on behalf of the undersigned in the aforesaid
capacity every act whatsoever necessary or desirable to be done in the premises
as fully and to all intents and purposes as the undersigned might or could do in
person, the undersigned hereby ratifying and approving the acts of said
attorneys and each of them.
IN WITNESS WHEREOF, The undersigned has executed this instrument on this
2nd day of May, 1996.
------------------------------------
W. C. McCord
25
POWER OF ATTORNEY
WHEREAS, Pool Energy Services Co., a Texas corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"), a Registration
Statement on Form S-8 for Pool Energy Services Co.'s 1996 Directors' Stock
Incentive Plan, with such amendment or amendments thereto in each case as may be
necessary or appropriate, together with any and all exhibits and other documents
having relation to said Registration Statement (the "Registration Statement");
NOW, THEREFORE, The undersigned, in his capacity as a Director of the
Company, does hereby appoint J. T. Jongebloed and E. J. Spillard, and each of
them severally, his true and lawful attorney or attorneys with power to act with
or without the other and with full power of substitution and resubstitution, to
execute in his name, place and stead in his capacity as a Director of the
Company said Registration Statement and any and all amendments thereto and all
instruments necessary or incidental in connection therewith and to file same
with the Commission. Each of said attorneys shall have full power and authority
to do and perform in the name and on behalf of the undersigned in the aforesaid
capacity every act whatsoever necessary or desirable to be done in the premises
as fully and to all intents and purposes as the undersigned might or could do in
person, the undersigned hereby ratifying and approving the acts of said
attorneys and each of them.
IN WITNESS WHEREOF, The undersigned has executed this instrument on this
2nd day of May 1996.
------------------------------------
William H. Mobley
26
POWER OF ATTORNEY
WHEREAS, Pool Energy Services Co., a Texas corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"), a Registration
Statement on Form S-8 for Pool Energy Services Co.'s 1996 Directors' Stock
Incentive Plan, with such amendment or amendments thereto in each case as may be
necessary or appropriate, together with any and all exhibits and other documents
having relation to said Registration Statement (the "Registration Statement");
NOW, THEREFORE, The undersigned, in his capacity as a Director of the
Company, does hereby appoint J. T. Jongebloed and E. J. Spillard, and each of
them severally, his true and lawful attorney or attorneys with power to act with
or without the other and with full power of substitution and resubstitution, to
execute in his name, place and stead in his capacity as a Director of the
Company said Registration Statement and any and all amendments thereto and all
instruments necessary or incidental in connection therewith and to file same
with the Commission. Each of said attorneys shall have full power and authority
to do and perform in the name and on behalf of the undersigned in the aforesaid
capacity every act whatsoever necessary or desirable to be done in the premises
as fully and to all intents and purposes as the undersigned might or could do in
person, the undersigned hereby ratifying and approving the acts of said
attorneys and each of them.
IN WITNESS WHEREOF, The undersigned has executed this instrument on this
2nd day of May, 1996.
------------------------------------
Joseph R. Musolino
27
POWER OF ATTORNEY
WHEREAS, Pool Energy Services Co., a Texas corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"), a Registration
Statement on Form S-8 for Pool Energy Services Co.'s 1996 Directors' Stock
Incentive Plan, with such amendment or amendments thereto in each case as may be
necessary or appropriate, together with any and all exhibits and other documents
having relation to said Registration Statement (the "Registration Statement");
NOW, THEREFORE, The undersigned, in his capacity as a Director of the
Company, does hereby appoint J. T. Jongebloed and E. J. Spillard, and each of
them severally, his true and lawful attorney or attorneys with power to act with
or without the other and with full power of substitution and resubstitution, to
execute in his name, place and stead in his capacity as a Director of the
Company said Registration Statement and any and all amendments thereto and all
instruments necessary or incidental in connection therewith and to file same
with the Commission. Each of said attorneys shall have full power and authority
to do and perform in the name and on behalf of the undersigned in the aforesaid
capacity every act whatsoever necessary or desirable to be done in the premises
as fully and to all intents and purposes as the undersigned might or could do in
person, the undersigned hereby ratifying and approving the acts of said
attorneys and each of them.
IN WITNESS WHEREOF, The undersigned has executed this instrument on this
2nd day of May, 1996.
------------------------------------
James L. Payne
28
POWER OF ATTORNEY
WHEREAS, Pool Energy Services Co., a Texas corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"), a Registration
Statement on Form S-8 for Pool Energy Services Co.'s 1996 Directors' Stock
Incentive Plan, with such amendment or amendments thereto in each case as may be
necessary or appropriate, together with any and all exhibits and other documents
having relation to said Registration Statement (the "Registration Statement");
NOW, THEREFORE, The undersigned, in his capacity as a Director of the
Company, does hereby appoint J. T. Jongebloed and E. J. Spillard, and each of
them severally, his true and lawful attorney or attorneys with power to act with
or without the other and with full power of substitution and resubstitution, to
execute in his name, place and stead in his capacity as a Director of the
Company said Registration Statement and any and all amendments thereto and all
instruments necessary or incidental in connection therewith and to file same
with the Commission. Each of said attorneys shall have full power and authority
to do and perform in the name and on behalf of the undersigned in the aforesaid
capacity every act whatsoever necessary or desirable to be done in the premises
as fully and to all intents and purposes as the undersigned might or could do in
person, the undersigned hereby ratifying and approving the acts of said
attorneys and each of them.
IN WITNESS WHEREOF, The undersigned has executed this instrument on this
2nd day of May, 1996.
------------------------------------
Donald D. Sykora
29
