<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 ENERGY SERVICES CO.
1993 EMPLOYEE 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>
=========================================================================================================================
Amount to be Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Registered Offering Price Per Aggregate Offering Registration Fee
Registered Share Price
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value (1) 850,000 shares (2) $34 5/8(3) $29,590,625(3) $8,967
=========================================================================================================================
</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).
(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. 33-92080, filed with the Commission on May 9, 1995. The
information in such Registration Statement is incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
5.1* Opinion of G. Geoffrey Arms
23.1* Consent of Deloitte & Touche LLP
24* Powers of Attorney
</TABLE>
__________________________
*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
Exhibit Index
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
5.1* Opinion of G. Geoffrey Arms
23.1* Consent of Deloitte & Touche LLP
24* Powers of Attorney
</TABLE>
__________________________
*Filed Herewith
<PAGE> 1
EXHIBIT 5.1
[POOL COMPANY LETTERHEAD]
September 25, 1997
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 September 26,
1997 with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, for the registration of 850,000 additional
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. 1993 Employee 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
<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 Energy Services Co. 1993 Employee Stock
Incentive Plan to register an additional eight hundred fifty thousand (850,000)
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
8th day of September, 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 Energy Services Co. 1993 Employee Stock
Incentive Plan to register an additional eight hundred fifty thousand (850,000)
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
8th day of September, 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 Energy Services Co. 1993 Employee Stock
Incentive Plan to register an additional eight hundred fifty thousand (850,000)
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
8th day of September, 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 Energy Services Co. 1993 Employee Stock
Incentive Plan to register an additional eight hundred fifty thousand (850,000)
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
8th day of September, 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 Energy Services Co. 1993 Employee Stock
Incentive Plan to register an additional eight hundred fifty thousand (850,000)
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
8th day of September, 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 Energy Services Co. 1993 Employee Stock
Incentive Plan to register an additional eight hundred fifty thousand (850,000)
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
8th day of September, 1997.
/s/ Donald D. Sykora
-----------------------------------
Donald D. Sykora
