<PAGE>
As filed with the Securities and Exchange Commission on June 4, 1998
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)
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TUBOSCOPE INC. DEFERRED COMPENSATION 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)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------
Proposed
Proposed Maximum
Title of Each Class Amount Maximum Aggregate Amount of
of Securities to to be Offering Price Offering Registration
be Registered Registered Per Share /(2)/ Price /(2)/ Fee
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Deferred Compensation $2,000,000 100% $2,000,000 $590
Obligations /(1)/
Common Stock, 20,000 shares $21.28125/(4)/ $ 425,625 $126
$0.01 par value /(3)/
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The deferred compensation obligations to which this Registration Statement
relates (the "Deferred Compensation Obligations") arise under the Tuboscope
Inc. Deferred Compensation Plan, as amended (the "Plan") and are unsecured
obligations of Tuboscope Inc. to pay deferred compensation in the future
pursuant to compensation deferral elections made by participants in the Plan
in accordance with the terms of the Plan.
(2) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended.
(3) 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 Plan.
(4) Calculated 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 June 2, 1998, pursuant to rule 457(c).
================================================================================
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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, 1997, excluding, however, the audited financial
statements, which are included in the Prospectus (Registration No.
333-51115) identified in subparagraph B below.
B. The Prospectus contained in the Company's Registration Statement
on Form S-4 (No. 333-51115);
C. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998; and
D. 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 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
The following description of the deferred compensation obligations of the
Company under the Tuboscope Inc. Deferred Compensation Plan, as amended (the
"Plan") is qualified by reference to the Plan. Capitalized terms used in this
Item 4 and not otherwise defined in this Registration Statement shall have the
respective meanings attributed to such terms in the Plan.
The deferred compensation obligations incurred by the Company under the
Plan are unsecured general obligations of the Company, and will rank equally
with other unsecured and unsubordinated indebtedness of the Company, from time
to time outstanding, payable from the general assets of the Company. Because
the Company has subsidiaries, the right of the Company, and hence the right of
creditors of the Company (including Participants in the Plan), to participate in
a distribution of the assets of a subsidiary upon its liquidation or
reorganization or otherwise, necessarily is subject to the prior claims of
creditors of the subsidiary, except to the extent that claims of the Company
itself as a creditor may be recognized.
Under the Plan, the Company provides Eligible Employees of the Company and
each of the Company's affiliates whose employees are eligible to participate in
the Tuboscope Vetco International Inc. 401(k) Thrift Savings Plan (the "401(k)
Plan") with the opportunity to elect to defer a portion of the compensation
otherwise payable to the Eligible Employee consistent with the terms of the
Plan. The portion of the Participant's compensation that is
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deferred depends on the Participant's election in effect at the beginning of the
Plan Year with respect to his or her elective contributions under the 401(k)
Plan. To the extent the percentage of Compensation the Participant elects to
have contributed under the 401(k) Plan would, when applied to the Participant's
Compensation for the Plan Year, result in a contribution in excess of the
maximum contribution permitted under Section 401(k), 401(m), 415, 402(g),
401(a)17 or any other applicable provision of the Internal Revenue Code of 1986,
as amended (the "Code"), the excess is deferred under the Plan (the "Elective
Deferrals").
The amounts deferred under the Plan represent an obligation of the Company
to make payments to the Participant at some time in the future. The amount that
the Company is required to pay under the terms of the Plan is equal to the
Elective Deferrals made by the Participant, as adjusted for hypothetical gains
or losses attributable to the deemed investment of such Elective Deferrals as
chosen by the Participants from among designated hypothetical investment
alternatives, all of which is reflected in the Participant's Accounts
(bookkeeping accounts maintained by the Company for each of the Participants).
The amount that is payable by the Company to the Participants under the Plan is
increased by additional amounts that represent an incentive contribution by the
Company, determined by reference to the matching contribution program in effect
under the 401(k) Plan. The amount of incentive contribution is equal to the
excess of the amount that would have been made as a matching contribution by the
Company under the 401(k) Plan, if the actual contributions to the 401(k) Plan
along with the amounts actually deferred under the Plan had all been made under
the 401(k) Plan, over the amount actually contributed as a matching contribution
under the 401(k) Plan. All matching contributions under the 401(k) Plan are
made in the form of common stock of the Company. Thus, all incentive
contributions under the Plan are also treated as initially having been invested
in common stock of the Company.
Currently, five of the seven hypothetical investment alternatives available
under the Plan are identical with the investment alternatives available for
participant directed investment in the 401(k) Plan. The hypothetical
investments for Participants' Accounts may be varied from time to time at the
discretion of the Board of Directors or the Committee (which may be appointed by
the Board of Directors to act as administrator of the Plan). Participants may
elect to have any incentive contributions or other investments under the Plan in
common stock of the Company treated as liquidated and invested in any of the
other available investment alternatives. Participants may also elect to have
any amounts invested in any of the other available investment alternatives
treated as transferred to and invested in the Company's common stock under the
Plan.
A Participant is immediately vested in the Elective Deferrals (and income
and gain attributable thereto). A Participant and becomes vested in the portion
of his or her Account attributable to incentive contributions (and income and
gain attributable thereto) in accordance with the vesting rules under the 401(k)
Plan (i.e., generally 20% per year) subject to earlier vesting in certain
circumstances.
Certain special rules apply to members of the Company's Senior Management
Team, members of the Company's Board of Directors and senior executives who have
been selected by the Compensation Committee of the Board of Directors
(collectively, "Members"). In addition to base salary, employee Members may
defer all or a portion of certain bonuses, stock option gains, and incentive
payments. Director Members may participate in the Plan, despite no
participation in the 401(k) Plan, and may defer their fees and stock option
gains.
The amounts payable to Participants under the Plan are distributed in
accordance with the distribution provisions of the Plan. Generally, such
distributions are made upon termination of employment, death or, for
Participants other than Members, upon a change of control (as defined). Members
are also entitled to certain hardship distributions. Distributions are payable
in a single lump sum payment, except that Members may also receive common stock
of the Company.
The Company reserves the right to amend or partially or completely
terminate the Plan, provided that such amendment or termination does not result
in any reduction of a Participant's account balance, including previous earnings
or losses, as of the date of such amendment or termination.
3
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5. Interests of Named Experts and Counsel
The consolidated financial statements of Tuboscope Inc. appearing in the
Registration Statement (Form S-4 No. 333-51115) have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference. Such financial statements are,
and audited financials to be included in subsequently filed documents will be,
incorporated herein on reliance upon the reports of Ernst & Young LLP pertaining
to such financial statements (to the extent covered by consents filed with the
Securities and Exchange Commission) 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 shareholder 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 shareholders.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See Index to Exhibits on page 7.
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;
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(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 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.
5
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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 3rd day of June, 1998.
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 June 3, 1998
- ----------------------------------------------
L.E. Simmons
/s/ John F. Lauletta President, Chief Executive Officer June 3, 1998
- ---------------------------------------------- and Director (Principal Executive
John F. Lauletta Officer)
/s/ Joseph C. Winkler Executive Vice President, Chief June 3, 1998
- ---------------------------------------------- Financial Officer and Treasurer
Joseph C. Winkler (Principal Finance and Accounting
Officer)
/s/ Jerome R. Baier Director June 3, 1998
- ----------------------------------------------
Jerome R. Baier
/s/ Eric L. Mattson Director June 3, 1998
- ----------------------------------------------
Eric L. Mattson
/s/ Jeffrey A. Smisek Director June 3, 1998
- ----------------------------------------------
Jeffery A. Smisek
/s/ Douglas E. Swanson Director June 3, 1998
- ----------------------------------------------
Douglas E. Swanson
</TABLE>
6
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE
- ------- ---------
<C> <S> <C>
4.1 Amended and Restated Bylaws. (Note 2)
4.2 Restated Certificate of Incorporation, dated March 12, 1990. (Note 7)
4.3 Certificate of Amendment to Restated Certificate of Incorporation dated May 12, 1992. (Note 8)
4.4 Certificate of Amendment to Restated Certificate of Incorporation dated May 10, 1994. (Note 10)
4.5 Certificate of Amendment to Restated Certificate of Incorporation dated April 24, (Note 17)
1996.
4.6 Certificate of Amendment to Restated Certificate of Incorporation dated June 3, 1997. (Note 18)
4.7 Registration Rights Agreement dated May 13, 1988 among the Company, Brentwood (Note 1)
Associates, Hub Associates IV, L.P., and the investors listed therein.
4.8 Purchase Agreement dated as of October 1, 1991 between the Company and Baker Hughes (Note 3)
Incorporated regarding certain registration rights.
4.9 Exchange Agreement, dated as of January 3, 1996, among the Company and Baker Hughes (Note 11)
Incorporated.
4.10 Registration Rights Agreement dated April 24, 1996 among the Company, SCF III, L.P., (Note 15)
D.O.S. Partners L.P., Panmell (Holdings), Ltd. and Zink Industries Limited.
4.11 Registration Rights Agreement dated March 7, 1997 among the Company and certain (Note 16)
stockholders of Fiber Glass Systems, Inc.
4.12 Warrant for the Purchase of Shares of Common Stock Expiring December 31, 2000 (Note 15)
between the Company and SCF III, L.P. regarding 2,533,000 shares, dated January 3,
1996.
4.13 Warrant for the Purchase of Shares of Common Stock expiring December 31, 2000 (Note 11)
between the Company and Baker Hughes Incorporated regarding 1,250,000 share, dated
January 3, 1996.
4.14 Indenture, dated as of February 25, 1998, between the Company, the Guarantors named (Note 19)
therein and The Bank of New York Trust Company of Florida as trustee, relating to
$100,000,000 aggregate principal amount of 7 1/2% Senior Notes due 2008; Specimen
Certificate of 7 1/2% Senior Notes due 2008 (the "Private Notes"); and Specimen
Certificate at 7 1/2% Senior Notes due 2008 (the "Exchange Notes").
4.15 Registration Rights Agreement, dated as of February 25, 1998, between the Company, (Note 19)
Credit Suisse First Boston Corporation, ABN AMRO Incorporated, Chase Securities and
Salomon Brothers Inc.
5.1 Opinion of Latham & Watkins 9
23.1 Consent of Latham & Watkins (included in Exhibit 5.1) -
23.2 Consent of Ernst & Young LLP 10
24.1 Powers of Attorney (included on signature page to this Registration Statement). -
</TABLE>
- ------------------
Note 1 Incorporated by reference to the Company's Registration Statement
on Form S-1 (No. 33-31102).
Note 2 Incorporated by reference to the Company's Registration Statement
on Form S-1 (No. 33-33248).
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Note 3 Incorporated by reference to the Company's Registration Statement on
Form S-1 (No. 33-43525).
Note 7 Incorporated by reference to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1990.
Note 8 Incorporated by reference to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1992.
Note 10 Incorporated by reference to the Company's Proxy Statement for the
1994 Annual Meeting of Stockholders.
Note 11 Incorporated by reference to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995.
Note 15 Incorporated by reference to the Company's Current Report on
Form 8-K filed on January 16, 1996.
Note 16 Incorporated by reference to the Company's Current Report on
Form 8-K filed on March 19, 1997, as amended by Amendment No. 1
filed on May 7, 1997.
Note 17 Incorporated by reference to Appendix E in the Company's
Registration Statement on Form S-4 (No. 333-01869).
Note 18 Incorporated by reference to the Company's Proxy Statement for the
1997 Annual Meeting of Stockholders.
Note 19 Incorporated by reference to the Company's Registration Statement
on Form S-4 (No. 333-51115).
8
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Exhibit 5.1
[Latham & Watkins Letterhead]
June 3, 1998
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 20,000 shares (the "Shares") of common stock, $.01 par
value, of Tuboscope Inc. (the "Company"), and $2,000,000 in deferred
compensation obligations (the "Obligations") of the Company under the Tuboscope
Inc. Deferred Compensation 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 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, as of the date hereof:
1. Upon 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 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.
2. Upon the issuance of the Obligations in the manner contemplated by the
Registration Statement and in accordance with the terms of the Plan, such
Obligations will be legally valid and binding obligations of the Company, except
as may be limited by the effect of bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect relating to or
affecting the rights or remedies of creditors; the effect of general principles
of equity, whether enforcement is considered in a proceeding in equity or at law
and the discretion of the court before which any proceeding therefor may be
brought; and the effect of the laws of usury or other laws or equitable
principles relating to or limiting the interest rate payable on indebtedness.
We consent to your filing this opinion as an exhibit to the Registration
Statement.
Very truly yours
/s/ Latham & Watkins
9
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Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Interest of Named
Experts and Counsel" in the Registration Statement on Form S-8 pertaining to the
Tuboscope Inc. Deferred Compensation Plan and to the incorporation by reference
therein of our report dated February 4, 1998 (except for Note 13, as to which
the date is February 25, 1998), with respect to the consolidated financial
statements and schedules of Tuboscope Inc. included in the Registration
Statement (Form S-4 No. 333-51115) filed with the Securities and Exchange
Commission.
/s/ERNST & YOUNG LLP
Houston, Texas
June 1, 1998
10
