<PAGE> 1
As filed with the Securities and Exchange Commission on December 22, 1998
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 Registered (2) Offering Price Per Aggregate Offering Registration Fee
Share Price
<S> <C> <C> <C> <C>
- ------------------------------------ ----------------------- ---------------------- ----------------------- --------------------
Common Stock, no par value 1,000,000 shares $11-1/16 (3) $11,062,500 (3) $3,075.38
==================================== ======================= ====================== ======================= ====================
</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 December
17, 1998.
<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 and
on Form S-8 Registration No. 333-36579 filed with the Commission on September
26, 1997. 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>
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 December 22, 1998.
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
DENNIS R. HENDRIX Director* December 22, 1998
JOHN F. LAULETTA Director*
WILLIAM H. MOBLEY Director*
JOSEPH R. MUSOLINO Director*
JAMES L. PAYNE 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 December 22, 1998.
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 Page
------ ----------- ----
<S> <C> <C>
23.1* Consent of Deloitte & Touche LLP 6
24* Powers of Attorney 8
</TABLE>
- --------------------------
*Filed Herewith
5
<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 17, 1998,
appearing in the Annual Report on Form 10-K of Pool Energy Services Co. for the
year ended December 31, 1997.
/s/ DELOITTE & TOUCHE LLP
- -----------------------------
Houston, Texas
December 22, 1998
<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 one million (1,000,000) shares of common stock, no par value, for
issuance under said 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
17th day of December, 1998.
/s/ Dennis R. Hendrix
--------------------------------
Dennis R. Hendrix
<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 one million (1,000,000) shares of common stock, no par value, for
issuance under said 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
17th day of December, 1998.
/s/ John F. Lauletta
--------------------------------
John F. Lauletta
<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 one million (1,000,000) shares of common stock, no par value, for
issuance under said 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 the
17th day of December, 1998.
/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 one million (1,000,000) shares of common stock, no par value, for
issuance under said 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 the
17th day of December, 1998.
/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 one million (1,000,000) shares of common stock, no par value, for
issuance under said 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 the
17th day of December, 1998.
/s/ James L. Payne
--------------------------------
James L. Payne
