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As filed with the Securities and Exchange Commission on June 4, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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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. EMPLOYEE QUALIFIED STOCK PURCHASE PLAN
(Full title of Plan)
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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)
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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 (1) Price (1) Fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 400,000 shares $21.28125 $8,512,500 $2,512
$0.01 par value
- --------------------------------------------------------------------------------
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(1) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended.
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 purpose of this Registration Statement on Form S-8 is to register
400,000 additional shares of Common Stock, par value $.01 per share, of
Tuboscope Inc., f/k/a Tuboscope Vetco International Corporation, a Delaware
corporation (the "Company"), issuable pursuant to the Company's Employee
Qualified Stock Purchase Plan, as amended (the "Plan"). The Plan, which
originally authorized the issuance of 100,000 shares of the Common Stock, has
been amended to increase the number of shares of Common Stock authorized for
issuance to 500,000. Pursuant to General Instruction E of Form S-8, the contents
of the Company's Registration Statement on Form S-8, Registration Number 33-
54337, filed with the Securities and Exchange Commission on June 28, 1994, are
herein incorporated by reference.
The Company's Registration Statement on Form S-4 (No. 333-51115) filed with
the Commission is incorporated herein as of its date by this reference.
Item 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 8. Exhibits
See Index to Exhibits on page 4.
2
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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.
Signature Title Date
- --------- ----- ----
/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
3
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INDEX TO EXHIBITS
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EXHIBIT PAGE
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<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 6
23.1 Consent of Latham & Watkins (included in Exhibit 5.1) -
23.2 Consent of Ernst & Young LLP 7
24.1 Powers of Attorney (included on signature page to this Registration Statement). -
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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).
Note 3 Incorporated by reference to the Company's Registration Statement on
Form S-1 (No. 33-43525).
4
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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).
5
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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 an additional 400,000 shares (the "Shares") of common
stock, $.01 par value, of Tuboscope Inc. (the "Company"), under its Employee
Qualified Stock Purchase 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, as of the date hereof, 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.
We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours
/s/ Latham & Watkins
6
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Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-8 pertaining to the Tuboscope Inc. Employee
Qualified Stock Purchase 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
7
