<PAGE>
As filed with the Securities and Exchange Commission on June 28, 1994
Registration No. 33-_______
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
--------------------
TUBOSCOPE VETCO
INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 76-0252850
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
--------------------
2835 Holmes Road
Houston, Texas 77051
(713) 799-5100
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
--------------------
The Tuboscope Vetco International Corporation
Employee Qualified Stock Purchase Plan
(Full title of Plan)
--------------------
JAMES F. MARONEY, III Copy to:
Vice President, Secretary and PATRICK T. SEAVER
General Counsel Latham & Watkins
Tuboscope Vetco International Corporation 650 Town Center Drive, Suite 2000
2835 Holmes Road Costa Mesa, California 92626
Houston, Texas 77051 (714) 540-1235
(713) 799-5100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS AMOUNT OFFERING AGGREGATE AMOUNT OF
OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED (1) SHARE (2) PRICE (2) FEE
============================================================================================
<S> <C> <C> <C> <C>
Common Stock, $.01 par value... 100,000 Shares $6.125 $612,500.00 $212.00
============================================================================================
</TABLE>
(1) The Tuboscope Vetco International Corporation Employee Qualified Stock
Purchase Plan (the "Plan") authorizes the issuance of a maximum of
100,000 shares of common stock, $.01 par value (the "Common Stock") of
Tuboscope Vetco International Corporation (the "Company"), all of which
are being registered hereunder.
(2) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) of the Securities Act of 1933, as amended (the
"Act"). The Proposed Maximum Offering Price Per Share is the average
of the high and low prices of the Common Stock as listed on the Nasdaq
National Market on June 21, 1994 (which were $6.25 and $6.00,
respectively).
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Proposed sale to take place as soon after the effective date of the
Registration Statement as options granted under the Plan are exercised.
<PAGE>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
-----------------------------------------------
The following documents filed with the Commission are incorporated
herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
1993, filed by the Company with the Commission.
(b) Quarterly Report on Form 10-Q for the quarter ended March 31,
1994, filed by the Company with the Commission.
(c) The description of the Company's Common Stock set forth under the
caption "Description of Registrant's Securities to be Registered"
included in its Form 8-A Registration Statement (File No. 0-18312),
which was declared effective by the Commission on March 12, 1990,
including any subsequently filed amendments and reports updating such
description.
In addition to the foregoing documents, all documents subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof
from the date of the filing of such reports and documents. Any statement
contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
--------------------------------------
LEGAL MATTERS
-------------
Certain legal matters concerning the Common Stock registered hereby
are being passed upon for the Company by Latham & Watkins, Costa Mesa,
California.
EXPERTS
-------
The consolidated financial statements of Tuboscope Vetco
International Corporation appearing in Tuboscope Vetco International
Corporation's Annual Report (Form 10-K) for the year ended December 31,
1993, have been audited by Ernst & Young, independent auditors, as set
forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein
by reference in reliance upon such report given upon the authority of such
firm as experts in accounting and auditing.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
-----------------------------------------
Reference is made to Section 102(b)(7) of the Delaware General
Corporation Law (the "DGCL"), which enables a corporation in its original
certificate of incorporation or an amendment thereto to eliminate or limit
the personal liability of a director for violations of the director's
fiduciary duty,
1
<PAGE>
except (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the DGCL (providing for liability of
directors for unlawful payment of dividends or unlawful stock purchases or
redemptions) or (iv) for any transaction from which a director derived an
improper personal benefit. The Certificate of Incorporation of the Company
contains provisions eliminating or limiting the liability of directors to
the extent permitted by Section 102(b)(7) of the DGCL.
Section 145 of the DGCL permits indemnification of officers and
directors under certain circumstances.
The Amended and Restated Bylaws of the Company contain a provision
permitted by the DGCL that provides that directors and officers will be
indemnified by the Company to the fullest extent permitted by law for all
losses that may be incurred by them in connection with any action, suit or
proceeding in which they may become involved by reason of their service as
a director or officer of the Company.
The Company's Underwriting Agreement executed in connection with
Tuboscope Vetco International Inc.'s ("TVII") public offering of 10 3/4%
Senior Subordinated Notes (the "Notes"), unconditionally guaranteed by the
Company, require TVII and the Company, on one hand, and certain
underwriters of the Notes, on the other hand, under certain circumstances,
to indemnify each other and their controlling persons, officers and
directors against certain liabilities, including liabilities under the Act,
incurred in connection with the offer and sale of such Notes.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4(a) Tuboscope Vetco International Corporation Employee Qualified Stock
Purchase Plan.
4(b) First Amendment to the Tuboscope Vetco International Corporation
Employee Qualified Stock Purchase Plan.
5 Opinion of Latham & Watkins.
23(a) Consent of Ernst & Young.
23(b) Consent of Latham & Watkins (included in Exhibit 5).
24 Powers of Attorney (included herein on pages 4 and 5).
ITEM 9. UNDERTAKINGS
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 Act unless the
information required to be included in a post-effective amendment is
contained in a
2
<PAGE>
periodic report filed by the Registration pursuant to Section 13 or Section
15(d) of the Exchange Act which is incorporated by reference in this
Registration Statement; (ii) to reflect in the prospectus any facts or
events arising after the effective date of this Registration Statement (or
the most recent post-effective amendment to this Registration Statement)
which, individually or in the aggregate, represent a fundamental change in
the information set forth in this Registration Statement unless the
information required to be included in a post-effective amendment is
contained in a periodic report filed by the Registrant pursuant to Section
13 or Section 15(d) of the Exchange Act which is incorporated by reference
in this Registration Statement; and (iii) to include any material
information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement.
Provided, however, that paragraphs (1)(i) and (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 by the Company
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under the
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Act,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference in this
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.
The undersigned registrant hereby undertake that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemeed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, 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.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas, on this
16th day of June, 1994.
TUBOSCOPE VETCO INTERNATIONAL CORPORATION, a Delaware
corporation
By: /s/Martin R. Reid
-----------------
Martin R. Reid
Chairman of the Board
POWER OF ATTORNEY
Each person whose signature appears below authorizes James F. Maroney,
III, and Ronald L. Koons, and either of them, with full power of
substitution and resubstitution, his true and lawful attorneys-in-fact, for
him in any and all capacities, to sign any amendments (including post-
effective amendments) to this Registration Statement and to file the same,
with exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission.
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>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Martin R. Reid Chairman of the Board June 16, 1994
- --------------------------------
Martin R. Reid
/s/ William V. Larkin, Jr. Director June 16, 1994
- -------------------------------- President and Chief Executive
William V. Larkin, Jr. Officer
(Principal Executive Officer)
/s/ Ronald L. Koons Executive Vice President, Chief June 16, 1994
- -------------------------------- Financial Officer and Treasurer
Ronald L. Koons (Principal Financial and
Accounting Officer)
/s/ Martin I. Greenberg Vice President, Controller, June 16, 1994
- -------------------------------- Assistant Treasurer and
Martin I. Greenberg Assistant Secretary
/s/ Jerome R. Baier Director April 13, 1994
- --------------------------------
Jerome R. Baier
/s/ Martin G. Hubbard Director June 16, 1994
- --------------------------------
Martin G. Hubbard
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Director
- --------------------------------
Robert A. Lahr
/s/ Eric L. Mattson Director April 13, 1994
- --------------------------------
Eric L. Mattson
/s/ Timothy M. Pennington, III Director April 14, 1994
- --------------------------------
Timothy M. Pennington, III
/s/ James J. Shelton Director April 14, 1994
- --------------------------------
James J. Shelton
/s/ Frederick J. Warren Director April 14, 1994
- --------------------------------
Frederick J. Warren
</TABLE>
5
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
-------
4(a) Tuboscope Vetco International Corporation Employee
Qualified Stock Purchase Plan.
4(b) First Amendment to the Tuboscope Vetco International
Corporation Employee Qualified Stock Purchase Plan.
5 Opinion of Latham & Watkins.
23(a) Consent of Ernst & Young.
23(b) Consent of Latham & Watkins (included in Exhibit 5).
24 Powers of Attorney (included herein on pages 4 and 5).
6
<PAGE>
EXHIBIT 4(a)
THE TUBOSCOPE VETCO INTERNATIONAL CORPORATION
EMPLOYEE QUALIFIED STOCK PURCHASE PLAN
Tuboscope Vetco International Corporation, a corporation organized under
the laws of the State of Delaware (the "Company"), hereby adopts The Tuboscope
Vetco International Corporation Employee Qualified Stock Purchase Plan (the
"Plan"). The purposes of the Plan are as follows:
(1) To assist employees of the Company and its Subsidiary Corporations (as
defined below) in acquiring a stock ownership interest in the Company pursuant
to a plan which is intended to qualify as an "employee stock purchase plan"
within the meeting of Section 423(b) of the Internal Revenue Code of 1986, as
amended.
(2) To help employees provide for their future security and to encourage
them to remain in the employment of the Company and its Subsidiary Corporations.
1. DEFINITIONS
Whenever any of the following terms is used in the Plan with the first
letter or letters capitalized, it shall have the following meaning unless
context clearly indicates to the contrary (such definitions to be equally
applicable to both the singular and the plural forms of the terms defined):
(a) "Authorization" has the meaning assigned to that term in Section
3(b) hereof.
(b) "Board of Directors" or "Board" means the Board of Directors of the
Company.
(c) "Code" means the Internal Revenue Code of 1986, as amended.
(d) "Committee" means the committee appointed to administer the Plan
pursuant to Section 12 hereof.
(e) "Company" means Tuboscope Vetco International Corporation, a
Delaware corporation.
(f) "Date of Exercise" means, with respect to any Option, the last day
of the Offering Period for which the Option was granted.
(g) "Date of Grant" means, with respect to any Option, the date upon
which the Option is granted, as set forth in Section 3(a) hereof.
(h) "Eligible Compensation" means the employee's base pay. In the case
of salespersons, Eligible Compensation includes regular commissions.
(i) "Eligible Employee" means an employee of the Company or any
Subsidiary Corporation (1) who does not, immediately after the option is
granted, own stock possessing five percent or more of the total combined
voting power or value of all classes of stock of the Company, a Parent
Corporation or a Subsidiary Corporation; (2) who has been employed by the
Company or any Subsidiary Corporation for not less than six months; (3)
whose customary employment is for more than 20 hours per week; and (4)
whose customary employment is for more than five months in any calendar
year. For purposes of paragraph (1), the rules of Section 424(d) of the
Code with regard to the attribution of stock ownership shall apply in
determining the stock ownership of an individual, and stock which an
employee may purchase under outstanding options shall be treated as stock
owned by the employee. During a leave of absence meeting the requirements
of Treasury Regulation 1.421-7(h)(2), an individual shall be treated as an
employee of the Company or Subsidiary Corporation employing such individual
immediately prior to such leave. "Eligible Employee" shall not include any
director of the Company or any Subsidiary Corporation who does not render
services to the Company in the status of an employee within the meaning
<PAGE>
of Section 3401(c) of the Code.
(j) "Offering Period" shall mean the six-month periods commencing
January 1 and July 1 of each Plan Year as specified in Section 3(a) hereof.
Options shall be granted on the Date of Grant and exercised on the Date of
Exercise as provided in Sections 3(a) and 4(a) hereof.
(k) "Option" means an option granted under the Plan to an Eligible
Employee to purchase shares of the Company's Stock.
(l) "Option Period" means, with respect to any Option, the period
beginning upon the Date of Grant and ending upon the Date of Exercise.
(m) "Option Price" has the meaning set forth in Section 4(b) hereof.
(n) "Parent Corporation" means any corporation, other than the Company,
in an unbroken chain of corporations ending with the Company if, at the
time of the granting of the Option, each of the corporations other than the
Company owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such
chain.
(o) "Participant" means an Eligible Employee who has complied with the
provisions of Section 3(b) hereof.
(p) "Payday" means the regular and recurring established day for payment
of cash compensation to employees of the Company or any Subsidiary
Corporation.
(q) "Plan" means the Tuboscope Vetco International Corporation Employee
Qualified Stock Purchase Plan.
(r) "Plan Year" means the calendar year.
(s) "Stock" means the shares of the Company's Common Stock, $0.01 par
value.
(t) "Subsidiary Corporation" means any corporation, other than the
Company, in an unbroken chain of corporations beginning with the Company
if, at the time of the granting of the Option, each of the corporations
other than the last corporation in an unbroken chain owns stock possessing
50% or more of the total combined voting power of all classes of stock in
one of the other corporations in such chain.
2. STOCK SUBJECT TO THE PLAN
Subject to the provisions of Section 9 hereof (relating to adjustments upon
changes in the Stock) and Section 11 hereof (relating to amendments of the
Plan), the Stock which may be sold pursuant to Options granted under the Plan
shall not exceed in the aggregate 100,000 shares, and may be unissued shares or
treasury shares or shares bought on the market for purposes of the Plan.
3. GRANT OF OPTIONS
(a) General Statement. The Company shall offer Options under the Plan to
all Eligible Employees in successive six-month Offering Periods commencing on
July 1, 1993 and continuing until the earlier of (i) the date when the number of
shares of Stock available under the Plan have been sold or (ii) the date when
the Plan is terminated. Dates of Grant shall include January 1 and July 1 of
each Plan Year and such other date or dates as the Committee may from time to
time determine. Each Option shall expire on the Date of Exercise immediately
after the automatic exercise of the Option pursuant to Section 4(a) hereof. The
number of shares of Stock subject to each Option shall equal the payroll
deductions authorized by each Participant in accordance with subsection (b)
hereof for the Option Period, divided by the Option Price, except as provided in
Section 4(a).
2
<PAGE>
(b) Election to Participate; Payroll Deduction Authorization. Except as
provided in subsection (d) hereof, an Eligible Employee shall participate in the
Plan only by means of payroll deduction. Each Eligible Employee who elects to
participate in the Plan shall deliver to the Company during the calendar month
preceding a Date of Grant no later than five (5) working days before such Date
of Grant, a completed and executed written payroll deduction authorization in a
form prepared by the Company (the "Authorization"). An Eligible Employee's
Authorization shall give notice of such Eligible Employee's election to
participate in the Plan for the next following Offering Period and subsequent
Offering Periods and shall designate a stated whole percentage of Eligible
Compensation to be withheld on each Payday. The amount withheld shall not be
less than $10.00 each Payday and the stated percentage shall not exceed 10% of
Eligible Compensation. The cash compensation payable to a Participant for an
Offering Period shall be reduced each Payday through a payroll deduction in an
amount equal to the stated percentage of Eligible Compensation specified in the
Authorization payable on such Payday, and such amount shall be credited to the
Participant's account under the Plan. Any Authorization shall remain in effect
until the Eligible Employee amends the same pursuant to this subsection,
withdraws pursuant to Section 5 or ceases to be an Eligible Employee pursuant to
Section 6.
(c) $25,000 Limitation. No Eligible Employee shall be granted an Option
under the Plan which permits his rights to purchase stock under the Plan and
under all other employee stock purchase plans of the Company, any Parent
Corporation or any Subsidiary Corporation subject to the Section 423 to accrue
at a rate which exceeds $25,000 of fair market value of such stock (determined
at the time the Option is granted) for each calendar year in which the Option is
outstanding at any time. For purpose of the limitation imposed by this
subsection, the right to purchase stock under an Option accrues when the Option
(or any portion thereof) first becomes exercisable during the calendar year, the
right to purchase stock under an Option accrues at the rate provided in the
Option, but in no case may such rate exceed $25,000 of the fair market value of
such stock (determined at the time such Option is granted) for any one calendar
year, and a right to purchase stock which has accrued under an Option may not be
carried over to any other Option.
(d) Leaves of Absence. During a leave of absence meeting the requirements
of Treasury Regulation Section 1.421-7(h)(2), a Participant may continue to
participate in the Plan by making cash payments to the Company on each Payday
equal to the amount of the Participant's payroll deductions under the Plan for
the Payday immediately preceding the first day of such Participant's leave of
absence.
4. EXERCISE OF OPTIONS; OPTION PRICE
(a) General Statement. Each Participant automatically and without any act
on such Participant's part shall be deemed to have exercised such Participant's
Option on the Date of Exercise to the extent that the balance then in the
Participant's account under the Plan is sufficient to purchase at the Option
Price whole shares of the Stock subject to the Option. No fractional shares of
Stock shall be purchased upon the exercise of an Option and any excess balance
in a Participant's account remaining after the purchase of whole shares of Stock
upon the exercise of an Option shall be paid to the Participant by the Company
in cash in one lump sum within sixty (60) days after the Date of Exercise,
without any interest thereon.
(b) Option Price Defined. The option price per share of Stock (the "Option
Price") to be paid by a Participant upon the exercise of the Participant's
Option shall be equal to 85% of the lesser of the fair market value of a share
of Stock on the Date of Exercise or the fair market value of a share of Stock on
the Date of Grant. The fair market value of a share of Stock as of a given date
shall be: (i) the average of the closing prices of a share of Stock on the
principal exchange on which the Stock is then trading, if any, on the three
trading days immediately preceding such date; (ii) if the Stock is not traded on
an exchange but is quoted on NASDAQ or a successor quotation system, (1) the
average of the last sales price (if the Stock is then listed as a National
Market Issue under the NASD National Market System) or (2) the average of the
mean between the closing representative bid and asked prices (in all other
cases) for a share of the Stock for the three trading days immediately preceding
such date as reported by NASDAQ or such successor quotation system; (iii) if the
Stock is not publicly traded on an exchange and not quoted on NASDAQ or a
successor quotation system, the average of the mean between the closing bid and
asked prices for a share of Stock for the three trading days immediately
preceding such date as determined in good faith by the Committee; or (iv) if the
Stock is not publicly traded, the fair market value of a share of Stock
3
<PAGE>
established by the Committee acting in good faith.
(c) Delivery of Share Certificates. As soon as practicable after each Date
of Exercise, the Company shall deliver to each Participant a certificate issued
in the Participant's name for the number of shares of Stock with respect to
which the Participant's Option was exercised. In the event the Company is
required to obtain authority from any commission or agency to issue any such
certificate, the Company shall seek to obtain such authority. The inability of
the Company to obtain authority from any such commission or agency which the
Committee in its absolute discretion, deems necessary for the lawful issuance of
any such certificate shall relieve the Company from liability to any Participant
except to pay to the Participant the amount of the balance in the Participant's
account in cash in one lump sum without any interest thereon.
(d) Pro Rata Allocations. If the total number of shares of Stock for which
Options are to be exercised on any date exceeds the number of shares remaining
unsold under the Plan (after deduction of all shares for which Options have
theretofore been exercised), the Committee shall make a pro rata allocation of
the available remaining shares in as nearly a uniform manner as shall be
practicable and any balance of payroll deductions credited to the accounts of
Participants which have not been applied to the purchase of shares of Stock
shall be paid to such Participants in cash in one lump sum within sixty (60)
days after the Date of Exercise, without any interest thereon.
5. WITHDRAWAL FROM THE PLAN
(a) General Statement. Any Participant may withdraw from participation
under the Plan at any time except that no Participant may withdraw during the
last ten (10) days of any Offering Period. A Participant who wishes to withdraw
from the Plan must deliver to the Company a notice of withdrawal in a form
prepared by the Company (the "Withdrawal Election") not later than ten (10) days
prior to the Date of Exercise during any Offering Period. Upon receipt of a
Participant's Withdrawal Election, the Company shall pay to the Participant the
amount of the balance in the Participant's account under the Plan in cash in one
lump sum within sixty (60) days, without any interest thereon. Upon receipt of
a Participant's Withdrawal Election by the Company, the Participant shall cease
to participate in the Plan and the Participant's Option shall terminate.
(b) Eligibility Following Withdrawal. A Participant who withdraws from the
Plan and who is still an Eligible Employee shall be eligible to participate
again in the Plan as of any subsequent Date of Grant by delivering to the
Company an Authorization pursuant to Section 3(b) hereof.
6. TERMINATION OF EMPLOYMENT
(a) Termination of Employment Other than by Death. If the employment of a
Participant terminates other than by death, the Participant's participation in
the Plan automatically and without any act on the Participant's part shall
terminate as of the date of the termination of the Participant's employment. As
soon as practicable after such a termination of employment, the Company will pay
to the Participant the amount of the balance in the Participant's account under
the Plan without any interest thereon. Upon a Participant's termination of
employment covered by this Section 6(a), the Participant's Authorization,
interest in the Plan and Option under the Plan shall terminate.
(b) Termination By Death. If the employment of a participant is terminated
by the Participant's death, the executor of the Participant's will or the
administrator of the Participant's estate by written notice to the Company may
request payment of the balance in the Participant's account under the Plan, in
which event the Company shall make such payment without any interest thereon as
soon as practicable after receiving such notice; upon receipt of such notice the
Participant's Authorization, interest in the Plan and Option under the Plan
shall terminate. If the Company does not receive such notice prior to the next
Date of Exercise, the Participant's Option shall be deemed to have been
exercised on such Date of Exercise.
4
<PAGE>
7. RESTRICTION UPON ASSIGNMENT
An Option granted under the Plan shall not be transferable other than by
will or the laws of descent and distribution, and is exercisable during the
Participant's lifetime only by the Participant. Except as provided in Section
6(c) hereof, an Option may not be exercised to any extent except by the
Participant. The Company shall not recognize and shall be under no duty to
recognize any assignment or alienation of the Participant's interest in the
Plan, the Participant's Option or any rights under the Participant's Option.
8. NO RIGHTS OF STOCKHOLDERS UNTIL CERTIFICATE ISSUED
With respect to shares of Stock subject to an Option, a Participant shall
not be deemed to be a stockholder of the Company, and the Participant shall not
have any of the rights or privileges of a stockholder, until a certificate for
such shares has been issued to the Participant following exercise of the
Participant's Option. No adjustments shall be made for dividends (ordinary or
extraordinary, whether in cash securities, or other property) or distribution or
other rights for which the record date occurs prior to the date such certificate
is issued, except as otherwise expressly provided herein.
9. CHANGES IN THE STOCK; ADJUSTMENTS OF AN OPTION
Whenever any change is made in the Stock or to Options outstanding under
the Plan, by reason of a stock split, stock dividend, recapitalization or other
subdivision, combination, or reclassification of shares, appropriate action
shall be taken by the Committee to adjust accordingly the number of shares of
Stock subject to the Plan and the number and the Option Price of shares of Stock
subject to the Options outstanding under the Plan to preserve, but not increase,
the rights of Participants hereunder.
10. USE OF FUNDS; NO INTEREST PAID
All funds received or held by the Company under the Plan shall be included
in the general funds of the Company free of any trust or other restriction and
may be used for any corporate purpose. No interest will be paid to any
Participant or credited to any Participant's account under the Plan with respect
to such funds.
11. AMENDMENT OF THE PLAN
The Board of Directors may amend, suspend, or terminate the Plan at any
time and from time to time, provided that approval by a vote of the holders of
more than 50% of the outstanding shares of the Company's capital stock entitled
to vote shall be required to amend the Plan (i) to change the number of shares
of Stock reserved for sale pursuant to Options under the Plan, (ii) to decrease
the Option Price below a price computed in the manner stated in Section 4(b)
hereof, (iii) to alter the requirements for eligibility to participate in the
Plan or (iv) in any manner that would cause the Plan to no longer be an
"employee stock purchase plan" within the meaning of Section 423(b) of the Code.
12. ADMINISTRATION BY COMMITTEE; RULES AND REGULATIONS
(a) Appointment of Committee. The Plan shall be administered by the
Committee, which shall be composed of not less than two members of the Board of
Directors, none of whom shall be eligible to serve on the Committee unless such
member is then a "disinterested person" within the meaning of paragraph (d)(3)
of Rule 16b-3 which has been adopted by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended, if and as such rule is
then in effect. Each member of the Committee shall serve for a term commencing
on a date specified by the Board of Directors and continuing until the member
dies or resigns or is removed from office by the Board of Directors.
(b) Duties and Powers of Committee. It shall be the duty of the Committee
to conduct the general administration of the Plan in accordance with the
provisions of the Plan. The Committee shall have the power to interpret the
Plan and the terms of the Options and to adopt such rules for the
administration, interpretation, and
5
<PAGE>
application of the Plan as are consistent therewith and to interpret, amend or
revoke any such rules. In its absolute discretion, the Board may at any time
and from time to time exercise any and all rights and duties of the Committee
under the Plan.
(c) Majority Rule. The Committee shall act by a majority of its members in
office. The Committee may act either by vote at a meeting or by a memorandum or
other written instrument signed by a majority of the Committee.
(d) Compensation; Professional Assistance; Good Faith Actions. All expenses
and liabilities incurred by members of the Committee in connection with the
administration of the Plan shall be borne by the Company. The Committee may,
with the approval of the Board, employ attorneys, consultants, accountants,
appraisers, brokers or other persons. The Committee, the Company and its
officers and directors shall be entitled to rely upon the advice, opinions or
valuations of any such persons. 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 all other interested persons. No member
of the Committee shall be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan or the Options, and
all members of the Committee shall be fully protected by the Company in respect
to any such action, determination, or interpretation.
13. NO RIGHTS AS AN EMPLOYEE
Nothing in the Plan shall be construed to give any person (including any
Eligible Employee or Participant) the right to remain in the employ of the
Company, a Parent Corporation or a Subsidiary Corporation or to affect the right
of the Company, any Parent Corporation or any Subsidiary Corporation to
terminate the employment of any person (including any Eligible Employee or
Participant) at any time, with or without cause.
14. MERGER, ACQUISITION OR LIQUIDATION OF THE COMPANY
In the event of the merger or consolidation of the Company into another
corporation, the acquisition by another corporation of all or substantially all
of the Company's assets or 50% or more of the Company's then outstanding voting
stock, the liquidation or dissolution of the Company or any other reorganization
of the Company, the Date of Exercise with respect to outstanding Options shall
be the business day immediately preceding the effective date of such merger,
consolidation, acquisition, liquidation, dissolution, or reorganization unless
the Committee shall, in its sole discretion, provide for the assumption or
substitution of such Options in a manner complying with Section 424(a) of the
Code.
15. TERM; APPROVAL BY STOCKHOLDERS
No Option may be granted during any period of suspension of the Plan or
after termination of the Plan. The Plan shall be submitted for the approval of
the Company's stockholders within 12 months after the date of the Board of
Directors' adoption of the Plan. Options may be granted prior to such
stockholder approval; provided, however, that such Options shall not be
exercisable prior to the time when the Plan is approved by the stockholders; and
provided, further, that if such approval has not been obtained by the end of
said 12-month period, all Options previously granted under the Plan shall
thereupon expire.
16. EFFECT UPON OTHER PLANS
The adoption of the Plan shall not affect any other compensation or
incentive plans in effect for the Company, any Parent Corporation or any
Subsidiary Corporation. Nothing in this Plan shall be construed to limit the
right of the Company, any Parent Corporation or any Subsidiary Corporation (a)
to establish any other forms of incentives or compensation for employees of the
Company, any Parent Corporation or any Subsidiary Corporation or (b) to grant or
assume options otherwise than under this Plan in connection with any proper
corporate purpose, including, but not by way of limitation, the grant or
assumption of options in connection with the acquisition, by purchase, lease,
merger, consolidation or otherwise, of the business, stock or assets of any
corporation, firm or association.
6
<PAGE>
17. CONDITIONS TO ISSUANCE OF STOCK CERTIFICATES.
The Company shall not be required to issue or deliver any certificate or
certificates for shares of Stock purchased upon the exercise of Options prior to
fulfillment of all the following conditions:
(a) The admission of such shares to listing on all stock exchanges, if
any, on which is then listed; and
(b) The completion of any registration or other qualification of such
shares under any state or federal law or under the rulings or regulations
of the Securities and Exchange Commission or any other governmental
regulatory body, which the Committee shall, in its absolute discretion,
deem necessary or advisable; and
(c) The obtaining of any approval or other clearance from any state or
federal governmental agency which the Committee shall, in its absolute
discretion, determine to be necessary or advisable; and
(d) The payment to the Company of all amounts which it is required to
withhold under federal, state or local law upon exercise of the Option; and
(e) The lapse of such reasonable period of time following the exercise
of the Option as the Committee may from time to time establish for reasons
of administrative convenience.
18. NOTIFICATION OF DISPOSITION
Each Participant shall give prompt notice to the Company of any disposition
or other transfer of any shares of Stock purchased upon exercise of an Option if
such disposition or transfer is made (a) within two (2) years from the Date of
Grant of the Option or (b) within one (1) year after the transfer of such shares
to such Participant upon exercise of such Option. Such notice shall specify the
date of such disposition or other transfer and the amount realized, in cash,
other property, assumption of indebtedness or other consideration, by the
Participant in such disposition or other transfer.
19. NOTICES
Any notice to be given under the terms of the Plan to the Company shall be
addressed to the Company in care of its Secretary and any notice to be given to
any Eligible Employee or Participant shall be addressed to such Employee at such
Employee's last address as reflected in the Company's records. By a notice
given pursuant to this Section, either party may designate a different address
for notices to be given to it, him or her. Any notice which is required to be
given to an Eligible Employee or a Participant shall, if the Eligible Employee
or Participant is then deceased, be given to the Eligible Employee's or
Participant's personal representative if such representative has previously
informed the Company of his status and address by written notice under this
Section. Any notice shall have been deemed duly given if enclosed in a properly
sealed envelope or wrapper addressed as aforesaid at the time it is deposited
(with postage prepaid) in a post office or branch post office regularly
maintained by the United States Postal Service.
7
<PAGE>
20. HEADINGS
Headings are provided herein for convenience only and are not to serve as a
basis for interpretation or construction of the Plan.
* * * * * * *
I hereby certify that the foregoing Plan was adopted by the Board of
Directors of Tuboscope Vetco International Corporation on March 23, 1993.
Executed as of this 23rd day of March, 1993.
/s/James F. Maroney, III
------------------------
James F. Maroney, III,
Vice President, Secretary
and General Counsel
* * * * * * *
I hereby certify that the foregoing Plan was approved by the stockholders
of Tuboscope Vetco International Corporation on May 11, 1993.
Executed at Houston, Texas on this 11th day of May, 1993.
/s/James F. Maroney, III
------------------------
James F. Maroney, III,
Vice President, Secretary
and General Counsel
8
<PAGE>
EXHIBIT 4(b)
FIRST AMENDMENT TO THE
TUBOSCOPE VETCO INTERNATIONAL CORPORATION
EMPLOYEE QUALIFIED STOCK PURCHASE PLAN
--------------------------------------
This First Amendment to the Tuboscope Vetco International Corporation
Employee Stock Purchase Plan (the "First Amendment") is adopted by Tuboscope
Vetco International Corporation, a Delaware corporation (the "Company")
effective as of March 15, 1994.
RECITALS
--------
A. The Tuboscope Vetco International Corporation Employee Qualified Stock
Purchase Plan (the "Plan") was adopted by the Board of Directors of the Company
(the "Board") on March 23, 1993 and was approved by the stockholders of the
Company on May 11, 1993.
B. The Plan was suspended effective July 1, 1993.
C. On March 10, 1994, the Board approved the following amendments to the
Plan.
AMENDMENTS
----------
1. Subsection 1(j) of the Plan is hereby amended to read in its entirety
as follows:
"(j) "Offering Period" shall mean the six-month periods commencing
April 1 and October 1 of each Plan Year as specified in Section 3(a) hereof
or such other dates which are six months apart as determined by the
Committee. Options shall be granted on the Date of Grant and exercised on
the Date of Exercise as provided in Sections 3(a) and 4(a) hereof."
2. Subsection 3(a) of the Plan is hereby amended to read in its entirety
as follows:
"(a) General Statement. The Company shall offer Options under the
Plan to all Eligible Employees in successive six-month Offering Periods
until the earlier of (i) the date when the number of shares of Stock
available under the Plan have been sold or (ii) the date when the Plan is
terminated. Dates of Grant shall include April 1 and October 1 of each
Plan Year and/or such other date or dates as the Committee may from time to
time determine. Each Option shall expire on the Date of Exercise
immediately after the automatic exercise of the Option pursuant to Section
4(a) hereof. The number of shares of Stock subject to each Option shall
equal the payroll deductions authorized by each Participant in accordance
with subsection (b) hereof for the Option Period, divided by the Option
Price, except as provided in Section 4(a)."
3. Subsection 3(b) of the Plan is hereby amended to read in its entirety
as follows:
"(b) Election to Participate; Payroll Deduction Authorization. Except
as provided in subsection (d) hereof, an Eligible Employee shall
participate in the Plan only by means of payroll deduction. Each Eligible
Employee who elects to participate in the Plan shall deliver to the Company
during the calendar month preceding a Date of Grant no later than five (5)
working days before such Date of Grant, a completed and executed written
payroll deduction authorization
<PAGE>
in a form prepared by the Company (the "Authorization"). An Eligible
Employee's Authorization shall give notice of such Eligible Employee's
election to participate in the Plan for the next following Offering Period
and subsequent Offering Periods and shall designate a stated whole dollar
amount of Eligible Compensation to be withheld on each Payday. The amount
withheld shall not be less than $10.00 each Payday and the stated amount
shall not exceed 10% of Eligible Compensation. The cash compensation
payable to a Participant for an Offering Period shall be reduced each
Payday through a payroll deduction in an amount equal to the stated
withdrawal amount specified in the Authorization payable on such Payday,
and such amount shall be credited to the Participant's account under the
Plan. Any Authorization shall remain in effect until the Eligible Employee
amends the same pursuant to this subsection, withdraws pursuant to Section
5 or ceases to be an Eligible Employee pursuant to Section 6."
4. Subsection 4(a) of the Plan is hereby amended to read in its entirety
as follows:
"(a) General Statement. Each Participant automatically and without
any act on such Participant's part shall be deemed to have exercised such
Participant's Option on the Date of Exercise to the extent that the balance
then in the Participant's account under the Plan is sufficient to purchase
at the Option Price whole shares of the Stock subject to the Option. Any
fractional shares of Stock or cash in lieu of fractional shares of Stock
remaining after the purchase of whole shares of Stock upon exercise of an
Option will be credited to such employee's account and, in the case of cash
in lieu of fractional shares, carried forward and applied toward the
purchase of whole shares of Stock pursuant to the Option, if any, granted
to such employee for the next following Offering Period. Certificates
representing fractional shares will not be issued."
5. Subsection 4(b) of the Plan is hereby amended to read in its entirety
as follows:
"(b) Option Price Defined. The option price per share of Stock (the
"Option Price") to be paid by a Participant upon the exercise of the
Participant's Option shall be equal to 85% of the lesser of the fair market
value of a share of Stock on the Date of Exercise or the fair market value
of a share of Stock on the Date of Grant. The fair market value of a share
of Stock as of a given date shall be: (i) the closing price of a share of
Stock on the principal exchange on which the Stock is then trading, if any,
on such date, or, if shares were not traded on such date, then on the next
preceding trading day during which a sale occurred; (ii) if the Stock is
not traded on an exchange but is quoted on Nasdaq or a successor quotation
system, (1) the last sales price (if the Stock is then listed as a National
Market Issue under the NASD National Market System) or (2) the mean between
the closing representative bid and asked prices (in all other cases) for a
share of the Stock on such date, or, if shares were not traded on such
date, then on the next preceding trading day during which a sale occurred,
as reported by Nasdaq or such successor quotation system; (iii) if the
Stock is not publicly traded on an exchange and not quoted on Nasdaq or a
successor quotation system, the mean between the closing bid and asked
prices for a share of Stock on such date, or, if shares were not traded on
such date, then on the next preceding trading day during which a sale
occurred, as determined in good faith by the Committee; or (iv) if the
Stock is not publicly traded, the fair market value of a share of Stock
established by the Committee acting in good faith."
6. Subsection 4(c) of the Plan is hereby amended to read in its entirety
as follows:
"(c) Delivery of Share Certificates. As soon as practicable after
the exercise of any Option, the Company will deliver to the Participant or
his or her nominee the whole shares of Stock purchased by the Participant
from funds credited to the Participant's account under the
2
<PAGE>
Plan. Any fractional shares of Stock or cash in lieu of fraction shares of
Stock remaining after the purchase of whole shares of Stock upon exercise
of an Option will be credited to such Participant's account and carried
forward and, in the case of cash in lieu of fractional shares, applied
toward the purchase of whole shares of Stock pursuant to the Option, if
any, granted to such Participant for the next following Offering Period.
Certificates representing fractional shares will not be issued. In the
event the Company is required to obtain authority from any commission or
agency to issue any such certificate, the Company shall seek to obtain such
authority. The inability of the Company to obtain authority from any such
commission or agency which the Committee in its absolute discretion, deems
necessary for the lawful issuance of any such certificate shall relieve the
Company from liability to any Participant except to pay to the Participant
the amount of the balance in the Participant's account in cash in one lump
sum without any interest thereon."
7. Section 8 of the Plan is hereby amended to read in its entirety as
follows:
"8. NO RIGHTS OF STOCKHOLDERS UNTIL SHARES ISSUED
With respect to shares of Stock subject to an Option, a
Participant shall not be deemed to be a stockholder of the Company,
and the Participant shall not have any of the rights or privileges of
a stockholder, until such shares have been issued to the Participant
or his or her nominee following exercise of the Participant's Option.
No adjustments shall be made for dividends (ordinary or extraordinary,
whether in cash securities, or other property) or distribution or
other rights for which the record date occurs prior to the date of
such issuance, except as otherwise expressly provided herein."
8. Subsection 12(a) of the Plan is hereby amended to read in its entirety
as follows:
"(a) Appointment of Committee. The Plan shall be administered by the
Committee, which shall be composed of not less than two members of the
Board of Directors, none of whom shall be eligible to serve on the
Committee unless such member is then a "disinterested person" within the
meaning of paragraph (d)(3) of Rule 16b-3 which has been adopted by the
Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended, if and as such rule is then in effect. Each member of
the Committee shall serve for a term commencing on a date specified by the
Board of Directors and continuing until the member dies or resigns or is
removed from office by the Board of Directors. The Committee at its option
may utilize the services of an agent to assist in the administration of the
Plan including establishing and maintaining an individual securities
account under the Plan for each Participant."
The undersigned, James F. Maroney, III, Secretary of the Company, hereby
certifies that the Board approved the foregoing Amendment to the Plan effective
as of March 10, 1994.
Executed at Houston, Texas on this 10th day of March, 1994.
/s/James F. Maroney, III
------------------------
James F. Maroney, III
Vice President, Secretary
and General Counsel
3
<PAGE>
EXHIBIT 5
[LETTERHEAD OF LATHAM & WATKINS]
June 16, 1994
Tuboscope Vetco International Corporation
2835 Holmes Road
Houston, Texas 77051
Ladies and Gentlemen:
At your request we have examined the Registration Statement on Form
S-8 (the "Registration Statement") to be filed by you with the Securities and
Exchange Commission in connection with the registration under the Securities Act
of 1933, as amended, of 100,000 shares (the "Shares") of common stock, $.01 par
value, of Tuboscope Vetco International Corporation (the "Company"), issuable
under the Tuboscope Vetco International Corporation Employee Qualified Stock
Plan (the "Plan").
We have examined such matters of fact and questions of law as we have
considered appropriate for purposes of rendering the opinions expressed below.
We are opining herein as to the effect on the subject transaction of
only the General Corporation Law of the State of Delaware and we express no
opinion with respect to the applicability thereto or the effect thereon of any
other laws or as to any matters of municipal law or any other local agencies
within any state.
Subject to the foregoing and in reliance thereon it is our opinion
that:
1. Upon the automatic exercise of options granted pursuant to the
Plan and the issuance and sale of the Shares, each in the manner contemplated by
the Plan and the Registration Statement, and subject to the Company completing
all action and proceedings required on its part to be taken prior to the
issuance of the Shares pursuant to the terms of the Plan and the Registration
Statement, including, without limitation, collection of required payment for the
Shares, the Shares will be legally and validly issued, fully paid and
nonassessable securities of the Company.
We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
LATHAM & WATKINS
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) and related Prospectus pertaining to the
Tuboscope Vetco International Corporation Employee Qualified Stock Purchase Plan
and to the incorporation by reference therein of our report dated February 21,
1994, with respect to the consolidated financial statements and schedules of
Tuboscope Vetco International Corporation included in its Annual Report (Form
10-K) for the year ended December 31, 1993, filed with the Securities and
Exchange Commission.
ERNST & YOUNG
Houston, Texas
June 22, 1994
