<PAGE>
As filed with the Securities and Exchange Commission on December 29, 1997
Registration No. 333-________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
------------------
TUBOSCOPE INC.
(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)
------------------
TUBOSCOPE VETCO INTERNATIONAL INC. 401(k) THRIFT SAVINGS PLAN
(Full title of Plan)
------------------
JAMES F. MARONEY, III, ESQ. Copy to:
Vice President, Secretary and General Counsel REGINA M. SCHLATTER, ESQ.
Tuboscope Inc. Latham & Watkins
2835 Holmes Road 650 Town Center Drive, Suite 2000
Houston, Texas 77051 Costa Mesa, California 92626
(713) 799-5100 (714) 540-1235
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed
Amount Proposed Maximum
Title of Each Class of Shares Maximum Aggregate Amount of
of Securities to to be Offering Price Offering Registration
be Registered Registered Per Share Price (2) Fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 700,000 $17.53 $12,271,000 $3,620
$0.01 par value /(1)/
- --------------------------------------------------------------------------------
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Tuboscope Vetco
International Inc. 401(k) Thrift Savings Plan described herein.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on the average of the high and low sales
price of the Common Stock, as reported on the New York Stock Exchange on
December 19, 1997, pursuant to rule 457(c).
<PAGE>
PART I
The information called for in Part I of Form S-8 is not being prepared
with or included in this Form S-8 (by incorporation by reference or otherwise)
in accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").
PART II
Item 3. Incorporation of Documents by Reference
The following documents filed with the Commission by Tuboscope Inc.,
f/k/a Tuboscope Vetco International Corporation, a Delaware corporation (the
"Company"), are incorporated as of their respective dates in this Registration
Statement by reference:
A. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996;
B. The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997;
C. The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997;
D. The Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1997;
E. The Company's Current Report on Form 8-K filed with the
Commission on March 20, 1997, and the amendment thereto on
Form 8-K/A filed with the Commission on May 7, 1997; and
F. Description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A (Reg. No. 001-
13309) filed with the Commission on August 25, 1997,
including any subsequently filed amendments and reports
updating such description.
All documents filed by the Company or the Tubsocope Vetco International
Inc. 401(k) Thrift Savings Plan, as amended (the "Plan") pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold are incorporated by reference in this
Registration Statement and are a part hereof from the date of filing such
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 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
The consolidated financial statements of the Company appearing in the
Company's Annual Report on Form 10-K for the year ended December 31, 1996 and
the consolidated financial statements of Fiber Glass
2
<PAGE>
Systems, Inc. and subsidiary for the fiscal year ended December 27, 1996
appearing in the Company's 8-K/A filed on May 7, 1997, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their respective
reports thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such reports given upon the authority of such firm as experts in
accounting and auditing.
Item 6. Indemnification of Directors and Officers
As permitted by Delaware General Corporation Law ("DGCL"), the
Certificate of Incorporation of the Company eliminates the liability of
Directors to the Company or to its stockholders for monetary damages for breach
of fiduciary duty as a Director, except to the extent otherwise required by the
DGCL.
The Certificate of Incorporation provides that the Company indemnify
each person who was or is made a party to any proceeding by reason of the fact
that such person is or was a Director or Officer of the Company all expense,
liability and loss reasonably incurred or suffered by such person in connection
therewith to the fullest extent authorized by DGCL.
The Company has also entered into indemnification agreements with
certain of its Directors and Officers that require the Company to indemnify such
Directors and Officers to the fullest extent permitted by applicable provisions
of the DGCL, provided that any settlement of a third party against a Director or
Officer is approved by the Company, and subject to limitations for actions
initiated by the Director or Officer, penalties paid by insurance, and
violations of Section 16(b) of the Securities Exchange Act of 1934 and similar
laws.
The inclusion of the above provisions in the Certificate of
Incorporation may have the effect of reducing the likelihood of stockholder
derivative suits against directors and may discourage or deter shareholders or
management from bringing a lawsuit against directors for breach of their duty of
care, even though such an action, if successful, might otherwise have benefited
the Company and its stockholders.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See Index to Exhibits on page 7.
The Company hereby undertakes to submit all amendments to the Plan to
the Internal Revenue Service in a timely manner and will make all changes
required by the Internal Revenue Service in order to qualify the Plan, as so
amended.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended (the "Act");
(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
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the Registration Statement;
3
<PAGE>
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply to information contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this 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.
(b) The undersigned registrant hereby undertakes 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 (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 this
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the 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
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended
(the "Securities Act"), the Company 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 22nd day of December 1997.
Tuboscope Inc., a Delaware corporation
By:/s/ James F. Maroney, III
---------------------------------------------
James F. Maroney, III
Vice President, Secretary and General Counsel
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and
appoints James F. Maroney, III as attorney-in-fact and agent, with full power of
substitution and resubstitution, to sign on his or her behalf, individually and
in the capacities stated below, and to file any and all amendments, including
post-effective amendments, to this Registration Statement and other documents in
connection therewith, with the Commission, granting to said attorney-in-fact and
agent full power and authority to perform any other act on behalf of the
undersigned required to be done in the premises.
Pursuant to the requirements of the Securities Act, 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/ L.E. Simmons Chairman of the Board December 22, 1997
- -------------------------
L.E. Simmons
/s/ John F. Lauletta President, Chief Executive December 22, 1997
- ------------------------- Officer and Director (Principal
John F. Lauletta Executive Officer)
/s/ Joseph C. Winkler Executive Vice President, Chief December 22, 1997
- ------------------------- Financial Officer and Treasurer
Joseph C. Winkler (Principal Finance and
Accounting Officer)
/s/ Jerome R. Baier Director November 18, 1997
- -------------------------
Jerome R. Baier
/s/ Eric L. Mattson Director December 22, 1997
- -------------------------
Eric L. Mattson
/s/ Martin R. Reid Director December 22, 1997
- -------------------------
Martin R. Reid
/s/ Douglas E. Swanson Director November 17, 1997
- -------------------------
Douglas E. Swanson
</TABLE>
5
<PAGE>
Pursuant to the requirements of the Securities Act, the trustee 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, 1997.
TUBOSCOPE VETCO INTERNATIONAL INC. 401(k)
THRIFT SAVINGS PLAN
By: Tuboscope Vetco International Inc. 401(k)
Thrift Savings Plan Trustee
By:/s/ Kenneth L. Nibling
----------------------------------------
Kenneth L. Nibling
Vice President, Human Resources and
Administration
6
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE
- ------- ----
<C> <S> <C>
4.1 Restated Certificate of Incorporation, dated March 12, 1990. Note 1
4.2 Amended and Restated Bylaws Note 2
4.3 Certificate of Designation of Series A Convertible Preferred Note 3
Stock, dated October 22, 1991
4.4 Certificate of Amendment to Restated Certificate of Note 4
Incorporation dated May 12, 1992
4.5 Certificate of Amendment to Restated Certificate of Incorporation Note 5
dated May 10, 1994
4.6 Certificate of Amendment to Restated Certificate of Incorporation Note 6
dated April 24, 1996
4.7 Certificate of Amendment to Restated Certificate of Incorporation Note 7
dated June 3, 1997
5.1 Opinion of Latham & Watkins 8
5.2 Internal Revenue Service determination letter dated October 31, 9
1995
23.1 Consent of Latham & Watkins (included in Exhibit 5.1) ___
23.2 Consent of Ernst & Young LLP 11
24.1 Powers of Attorney (included on signature page to this 5
Registration Statement).
</TABLE>
____________________________
Note 1. Previously filed in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1990 and incorporated by reference
herein.
Note 2. Previously filed by the Registrant in Registration No. 33-33248 and
incorporated by reference herein.
Note 3. Previously filed by the Registrant in File No. 33-43525 and
incorporated by reference herein.
Note 4. Previously filed in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1992 and incorporated by reference
herein.
Note 5. Previously filed in the Company's Proxy Statement for the 1994 Annual
Meeting of Stockholders and incorporated by reference herein.
Note 6. Previously filed by the Company as Appendix E in Registration No. 333-
01869 and incorporated by reference herein.
Note 7. Previously filed in the Company's Proxy Statement for the 1997 Annual
Meeting of Stockholders and incorporated by reference herein.
7
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF LATHAM & WATKINS]
December 22, 1997
Board of Directors
Tuboscope Inc.
2835 Holmes Road
Houston, Texas 77051
Re: Registration Statement on Form S-8
----------------------------------
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 700,000 (the "Shares") of common stock, $.01 par value,
of Tuboscope Inc. (the "Company") issuable under the Tuboscope Vetco
International Inc. 401(k) Thrift Savings Plan, as amended (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 assume no
responsibility as to the application to the subject transaction, or the effect
thereon, of any other laws, of the laws of any other jurisdiction or as to any
matters of municipal law or the laws of any other local agencies within any
other state.
Subject to the foregoing and in reliance thereon, we are of the opinion
that, upon the issuance and sale of the Shares, in the manner contemplated by
the Registration Statement and in accordance with the terms of the Plan, 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
/s/ Latham & Watkins
<PAGE>
EXHIBIT 5.2
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
1100 COMMERCE STREET
DALLAS, TX 75242
Employer Identification Number:
Date: OCT 31, 1995 74-1473942
File Folder Number:
760001169
TUBOSCOPE VETCO INTERNATIONAL INC. Person to Contract:
28345 HOLMES ROAD JILL RUTHERFORD
HOUSTON, TX 77051 Contact Telephone Number:
(214) 767-6023
Plan Name:
TUBOSCOPE VETCO INTERNATIONAL, INC.
401(K) THRIFT SAVINGS PLAN
Plan Number: 001
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend on
its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal
or local statutes.
Your plan does not consider total compensation for purposes of figuring
benefits. In operation, the provision may discriminate in favor of employees
who are highly compensated. If this occurs, your plan will not remain
qualified.
This determination letter is applicable for the amendment(s) adopted on
November 18, 1994.
This plan has been manditorily disaggregated, permissively aggregated, or
restructured to satisfy the nondiscrmination requirements.
This plan satisfies the nondiscrimination in amount requirement of section
1.401(a)(4)-1(b)(2) of the regulations on the basis of a design-based safe
harbor described in the regulations.
This letter is issued under Rev. Proc. 93-39 and considers the amendments
required by Tax Reform Act of 1986 except as otherwise specified in this letter.
This plan satisfies the nondiscriminatory current availability requirements
of section 1.401(a)(4)-4(b) of the regulations with respect to those benefits,
rights, and features that are currently available to all employees in the plan's
coverage group. For this purpose, the plan's coverage group consists of those
employees treated as currently benefiting for purposes of demonstrating that the
plan satisfies the minimum coverage requirements of section 410(b) of the Code.
<PAGE>
TUBOSCOPE VETCO INTERNATIONAL, INC.
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.
We have sent a copy of this letter to your representative as indicated in
the power of attorney.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
/s/ Bobby E. Scott
Bobby E. Scott
District Director
Enclosures:
Publication 794
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Interests of Named
Experts and Counsel" in the Registration Statement on Form S-8 for the
registration of 700,000 shares of its Common Stock pertaining to the Tubsoscope
Vetco International, Inc. 401(k) Thrift Savings Plan and to the incorporation by
reference therein of our reports (a) dated February 14, 1997, with respect to
the consolidated financial statements of Tuboscope Inc. incorporated by
reference in its Annual Report (Form 10-K) for the year ended December 31, 1996
and (b) dated March 25, 1997, with respect to the financial statement schedules
included in its Annual Report (Form 10-K) for the year ended December 31, 1996,
and (c) dated February 11, 1997 with respect to the consolidated financial
statements of Fiber Glass Systems, Inc. and Subsidiary for the fiscal year ended
December 27, 1996 included in Tuboscope Inc.'s Current Report (Form 8-K/A) of
Tuboscope Inc. dated May 7, 1997, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Houston, Texas
December 22, 1997
