<PAGE> 1
As filed with the Securities and Exchange Commission on September 26, 1997
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 COMPANY
401(K) SAVINGS 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>
========================================================================================================================
Amount to be Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Registered (2) Offering Price Per Aggregate Offering Registration Fee
Registered Share Price
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value 500,000 shares $34 5/8(3) $17,406,250(3) $5,275
========================================================================================================================
</TABLE>
(1) Also hereby registered are (i) 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) (ii) an
indeterminent number of Plan participation interests, and (iii)
pursuant to Rule 416.
(2) Pursuant to Rule 416, 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 on September
23, 1997.
<PAGE> 2
REGISTRATION OF ADDITIONAL SECURITIES.
The securities being registered hereby are additional to those
registered by Pool Energy Services Co. under the Registration Statement on Form
S-8, Registration No. 33-42194, filed with the Commission on August 13, 1992.
The information in such Registration Statement is incorporated herein by
reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
EXHIBITS.
Exhibit
Number Description
------ -----------
23.1* Consent of Deloitte & Touche LLP
24* Powers of Attorney
- ----------------------------
*Filed Herewith
2
<PAGE> 3
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 September
25, 1997.
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.
<TABLE>
<CAPTION>
Name and Signature Title Date
------------------ ----- ----
<S> <C> <C>
/s/ J. T. Jongebloed Chairman, President and
- -------------------------------------- Chief Executive Officer and Director
J. T. Jongebloed
/s/ E. J. Spillard Senior Vice President, Finance
- ---------------------------------------- (principal financial officer)
E. J. Spillard
/s/ B. G. Gordon Controller
- -------------------------------------- (principal accounting officer)
B. G. Gordon
W. C. McCORD Director* September 25, 1997
WILLIAM M. MOBLEY Director*
GARY D. NICHOLSON Director*
JOSEPH R. MUSOLINO Director*
JAMES L. PAYNE Director*
DONALD D. SYKORA Director*
</TABLE>
*By: /s/ J. T. Jongebloed
----------------------------------------
(J. T. Jongebloed, as Attorney-in-Fact
for each of the persons indicated)
3
<PAGE> 4
THE PLAN. Pursuant to the requirements of the Securities Act of
1933, the persons who administer the Pool Company 401(k) Savings Plan have 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 September 25, 1997.
POOL COMPANY 401(K) SAVINGS PLAN
By: POOL COMPANY
-----------------------------------
(Plan Administrator)
By: /s/ L. E. Dupre
-----------------------------------
L. E. Dupre
Vice President, Human Resources
4
<PAGE> 5
Exhibit Index
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
23.1* Consent of Deloitte & Touche LLP
24* Powers of Attorney
</TABLE>
- ---------------------------
*Filed Herewith
<PAGE> 1
EXHIBIT 23.1
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 21, 1997 for
Pool Energy Services Co. and of our report dated January 31, 1997 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, 1996.
/s/ DELOITTE & TOUCHE LLP
- -------------------------------
Houston, Texas
September 25, 1997
<PAGE> 1
EXHIBIT 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 the Pool Company 401(k) Savings Plan to register an
additional five hundred thousand (500,000) shares of common stock, no par
value, 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
12th day of August, 1997.
/s/ Gary D. Nicholson
-----------------------------------
Gary D. Nicholson
<PAGE> 2
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 the Pool Company 401(k) Savings Plan to register an
additional five hundred thousand (500,000) shares of common stock, no par
value, 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
13th day of August, 1997.
/s/ W. C. McCord
-----------------------------------
W. C. McCord
<PAGE> 3
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 the Pool Company 401(k) Savings Plan to register an
additional five hundred thousand (500,000) shares of common stock, no par
value, 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
11th day of August, 1997.
/s/ William H. Mobley
-----------------------------------
William H. Mobley
<PAGE> 4
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 the Pool Company 401(k) Savings Plan to register an
additional five hundred thousand (500,000) shares of common stock, no par
value, 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
11th day of August, 1997.
/s/ Joseph R. Musolino
-----------------------------------
Joseph R. Musolino
<PAGE> 5
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 the Pool Company 401(k) Savings Plan to register an
additional five hundred thousand (500,000) shares of common stock, no par
value, 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
11th day of August, 1997.
/s/ James L. Payne
-----------------------------------
James L. Payne
<PAGE> 6
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 the Pool Company 401(k) Savings Plan to register an
additional five hundred thousand (500,000) shares of common stock, no par
value, 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
11th day of August, 1997.
/s/ Donald D. Sykora
-----------------------------------
Donald D. Sykora
