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As Filed with the Securities and Exchange Commission on September 8, 1997
Registration No. 333-________
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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)
California 76-0252850
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
2835 Holmes Road
Houston, Texas 77051-1023
(Address of Principal Executive Offices including Zip Code)
AMENDED AND RESTATED STOCK OPTION PLAN FOR KEY EMPLOYEES AND DIRECTORS OF
TUBOSCOPE VETCO INTERNATIONAL CORPORATION
(Full title of the plan)
__________________
JAMES F. MARONEY, III Copy to:
Vice President, Secretary and PATRICK T. SEAVER, ESQ.
General Counsel LATHAM & WATKINS
TUBOSCOPE INC. 650 Town Center Drive, Twentieth Floor
2835 Holmes Road Costa Mesa, California 92626
Houston, Texas 77051-1023 (714) 540-1235
(713) 799-5100
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
__________________
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered (1) Share (2) Price (2) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock.................. 97,152 $28 2/32 $2,726,328 $826.16
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The Amended and Restated Stock Option Plan for Key Employees of Tuboscope
Vetco International Corporation (the "Plan") authorizes the issuance of a
maximum of 1,799,000 shares of common stock, $.01 par value, of Tuboscope
Inc., formerly known as Tuboscope Vetco International Corporation, (the
"Company") (the "Common Stock"), of which 97,152 shares are being registered
hereunder. All of the 97,152 shares being registered hereunder are subject
to outstanding options granted under the Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h). The Proposed Maximum Aggregate Offering Price Per
Share is the last sale price of the Common Stock in the over-the-counter
market, as reported on the Nasdaq National Market, on September 4, 1997.
- --------------------------------------------------------------------------------
Proposed sale to take place as soon after the effective date of the Registration
Statement as options granted under the Plan are exercised.
Exhibit Index on Page 6
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Registration of Additional Securities
By a Registration Statement on Form S-8 filed with the Securities and
Exchange Commission (the "Commission") on October 12, 1990, Registration File
No. 33-37252 (the "First Registration Statement"), the Company previously
registered 156,033 shares of the Common Stock of the Company reserved for
issuance from time to time in connection with the Plan. By a Registration
Statement on Form S-8 filed with the Commission on January 10, 1992,
Registration File No. 33-45002 (the "Second Registration Statement"), the
Company previously registered an additional 442,967 shares of the Common Stock
of the Company reserved for issuance from time to time in connection with the
Plan. By a Registration Statement on Form S-8 filed with the Commission on
November 24, 1993, Registration File No. 33-72150 (the "Third Registration
Statement" and together with the First Registration Statement and the Second
Registration Statement, the "Prior Registration Statements"), the Company
previously registered an additional 800,000 shares of the Common Stock of the
Company reserved for issuance from time to time in connection with the Plan. In
June of 1995 the Company's shareholders authorized the amendment and restatement
of the Plan to increase the number of shares of Common Stock issuable thereunder
to 1,799,000. Subsequently, the Plan was superceded by the 1996 Equity
Participation Plan of Tuboscope Vetco International Corporation, however, 97,152
shares are subject to presently outstanding options granted under the Plan that
are not subject to a prior Registration Statement. Recently the Plan was
amended to provide that the number of shares of Common Stock issuable thereunder
is 1,799,000. Under this Registration Statement, the Company is registering the
additional 97,152 shares of the Common Stock issuable under the Plan. The
contents of the Prior Registration Statements are incorporated by reference
herein.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information called for in Part I of Form S-8 is not being filed 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
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of 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,
1996, filed by the Company with the Commission;
(b) Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 1997, filed by the Company with the Commission; and
(c) Quarterly Report on Form 10-Q for the fiscal quarter ended June
30, 1997, filed by the Company with the Commission; and
2
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(d) The description of the Company's Common Stock set forth in the
Form 8-A Registration Statement (File No. 0-18312), 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 (the "Exchange Act"), 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 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 8. Exhibits
--------
See Index to Exhibits on page 6.
Item 9. Undertakings
------------
(a) The Company 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 "Securities 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 this
registration statement;
(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 (a)(1)(i) and (a)(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 Exchange Act that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities 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.
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(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at termination of the
offering.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company'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 therein, 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 Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for expenses incurred or paid by a
director, officer or controlling person of the Company 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
Company 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 Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of 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 28th day of August, 1997.
TUBOSCOPE INC.,
a Delaware corporation
By: /s/ JAMES F. MARONEY, III
--------------------------------------
James F. Maroney, III
Vice President, General Counsel and
Secretary
4
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POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and appoints
James F. Maroney, III, and Joseph C. Winkler, or either on of them, as
attorneys-in-fact and agents, each acting alone, with full powers of
substitution 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 attorneys-in-fact and agents
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
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<S> <C> <C>
/s/ L.E. SIMMONS Chairman of the Board August 25, 1997
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L.E. Simmons
/s/ JOHN F. LAULETTA President, Chief Executive Officer and August 25, 1997
- --------------------------------- Director
John F. Lauletta
/s/ JOSEPH C. WINKLER Executive Vice President, Chief Financial August 25, 1997
- --------------------------------- Officer and Treasurer
Joseph C. Winkler
/s/ MARTIN I. GREENBURG Vice President, Controller August 25, 1997
- ---------------------------------
Martin I. Greenburg
/s/ JEROME R. BAIER Director August 22, 1997
- ---------------------------------
Jerome R. Baier
/s/ J.S. DICKSON LEACH Director August 25, 1997
- ---------------------------------
J.S. Dickson Leach
/s/ ERIC L. MATTSON Director August 25, 1997
- ---------------------------------
Eric L. Mattson
/s/ MARTIN R. REID Director August 25, 1997
- ---------------------------------
Martin R. Reid
</TABLE>
5
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
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<C> <S>
4.1 Fifth Amendment to the Stock Option Plan for Key Employees and Directors of
Tuboscope Vetco International Corporation
4.2 Amended and Restated Stock Option Plan for Key Employees and Directors of
Tuboscope Vetco International Corporation. Previously filed by the Company in
Registration No. 33-72150 and incorporated herein by reference.
4.3 Form of Incentive Stock Option Agreement. Previously filed by the Company in
Registration No. 33-72150 and incorporated herein by reference.
4.4 Form of Non-Qualified Stock Option Agreement. Previously filed by the Company
in Registration No. 33-72150 and incorporated herein by reference.
5.1 Opinion of Latham & Watkins
23.1 Consent of Latham & Watkins (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP
24 Power of Attorney (included on the signature page to this Registration
Statement).
</TABLE>
6
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Exhibit 4.1
FIFTH AMENDMENT TO THE
STOCK OPTION PLAN FOR KEY
EMPLOYEES AND DIRECTORS OF
TUBOSCOPE VETCO INTERNATIONAL CORPORATION
This Fifth Amendment to the Amended and Restated Stock Option Plan for
Key Employees and Directors of Tuboscope Vetco International Corporation (the
"Fifth Amendment") is adopted by Tuboscope Corporation, a Delaware corporation
(the "Company"), effective as of September 4, 1997.
RECITALS
A. The Amended and Restated Stock Option Plan for Key Employees and
Directors of Tuboscope Vecto International Corporation (the "Stock Option Plan")
was adopted by the Board of Directors of the Company on October 31, 1989 and
approved by the stockholders of the Company in January 1990. On September 30,
1990, the Board adopted the First Amendment to the Stock Option Plan, which did
not require stockholder approval. On March 8, 1991, the Board adopted the
Second Amendment to the Stock Option Plan. On April 30, 1991 the stockholders
approved the Second Amendment to the Stock Option Plan. On July 30, 1991, the
Board amended and restated the Stock Option Plan, which did not require
stockholder approval (the "Third Amendment").
B. Section 7.2 of the Stock Option Plan provides that the Stock
Option Committee of the Board of Directors (the "Committee") may, subject in
certain circumstances to approval by the stockholders of the Company, amend the
Stock Option Plan. On December 18, 1991, the Committee adopted a proposal to
increase the number of shares of the Company's Common Stock reserved for
issuance under the Stock Option Plan from 599,000 to 1,399,000 (the "Fourth
Amendment"). The stockholders of the Company approved this proposal on May 12,
1992.
C. On April 19, 1995, the Board approved an amendment to increase the
number of shares of the Company's Common Stock reserved for issuance under the
Stock Option Plan from 1,399,000 to 1,799,000. The stockholders of the Company
approved this amendment on June 8, 1995.
AMENDMENT
1. Section 2.1 of the Stock Option Plan is amended to read in
its entirety as follows:
"Section 2.1 - Shares Subject to Plan.
The shares of stock subject to Options shall be shares of the
Company's $.01 par value Common Stock. The aggregate number of such shares
which may be issued upon exercise of Options shall not exceed 1,799,000."
2. Except to the extent modified by this Fifth Amendment, the
Stock Option Plan remains unmodified.
<PAGE>
The undersigned, James F. Maroney, III, Vice President, Secretary and
General Counsel of the Company, hereby certifies that the Board adopted the
foregoing amendment to the Stock Option Plan on April 19, 1995 and that the
stockholders of the Company approved the foregoing amendment to the Stock Option
Plan on June 8, 1995.
Executed at Houston, Texas on this 4th day of September, 1997
/s/ JAMES F. MARONEY, III
--------------------------------------
James F. Maroney, III, Vice President,
Secretary and General Counsel
<PAGE>
Exhibit 5.1
OPINION OF LATHAM & WATKINS
September 4, 1997
File No. 0159950-1997
Tuboscope Inc.
2385 Holmes Road
Houston, Texas 77051
Re: Tuboscope Inc. Common Stock
par value $.01 Per Share
---------------------------
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on form S-8
(the "Registration Statement"), which you intend to file with the Securities and
Exchange Commission in connection with the registration under the Securities Act
of 1933, as amended, of an additional 97,152 shares of Common Stock, par value
$.01 per share (the "Shares"), to be sold by Tuboscope Inc. (formerly known as
Tuboscope Vetco International Corporation) under the Amended and Restated Stock
Option Plan for Key Employees and Directors of Tuboscope Vetco International
Corporation and Restricted Stock Plan, as amended (the "Plan"). We are familiar
with the proceedings undertaken in connection with the authorization, issuance
and sale of the Shares. Additionally, we have examined such questions of law
and fact as we have considered necessary or appropriate for purposes of this
opinion.
Based upon the foregoing, we are the opinion that the Shares have been duly
authorized, and upon the exercise of options granted pursuant to the Plan and
the issuance and sale of the Shares, each in the manner contemplated by the
Registration Statement, and each in accordance with the terms of the Plan, and
upon the issuance of Shares and payment therefor of legal consideration in
excess of the aggregate par value of the Shares issued, such Shares will be
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 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors of Tuboscope Inc.
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Stock Option Plan for Key Employees Tuboscope Vetco
International Corporation of our report dated February 14, 1996, 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, 1995, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
---------------------
Ernst & Young LLP
Houston, Texas
August 22, 1997
