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As filed with the Securities and Exchange Commission on May 24, 1999
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
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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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THE AMENDED 1996 EQUITY PARTICIPATION PLAN OF TUBOSCOPE INC.
(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)
<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 (1) Per Share (2) Price (2) Fee
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 2,250,000 shares $9.378 $21,101,368 $5,866
$0.01 par value
- ----------------------------------------------------------------------------------------------
</TABLE>
(1) The Amended 1996 Equity Participation Plan of Tuboscope Inc. (the "Plan")
authorizes the issuance of a maximum of 3,450,000 shares of common stock,
par value $0.01 per share, of Tuboscope Inc. (the "Company") (the "Common
Stock"), of which 2,250,000 shares are being registered hereunder. Of the
2,250,000 shares being registered hereunder, 1,480,579 shares are subject to
presently outstanding options granted under the Plan and 769,421 are
available for future grants thereunder.
(2) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(h) and (c) under the Securities Act of 1933, as
amended, and based on the per share weighted exercise price ($7.61) of
previously granted options exercisable for 1,480,579 shares, plus the
average of the high and low sales price of the Common Stock, as reported on
the New York Stock Exchange on May 19, 1999 ($12.78125), as to the 769,421
shares available for future grants under the Plan.
================================================================================
Proposed sale to take place as soon after the effective date of the Registration
Statement as options granted under the Plan are exercised.
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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
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
REGISTRATION OF ADDITIONAL SECURITIES
- -------------------------------------
By a Registration Statement on Form S-8 filed with the Commission on June
5, 1996, Registration File No. 333-05233 (the "Prior Registration Statement"),
the Company previously registered 1,200,000 shares of the Common Stock of the
Company reserved for issuance from time to time in connection with the Plan.
The Plan authorizes the issuance of up to 3,450,000 shares of Common Stock.
Under this Registration Statement, the Company is registering the additional
2,250,000 shares of Common Stock issuable under the Plan. The contents of the
Prior Registration Statement are incorporated by reference herein.
Item 5. Interests of Named Experts and Counsel
The consolidated financial statements and schedules of the Company
appearing in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998 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 and schedules are, and audited financials
and schedules 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 and schedules (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 13th day of May, 1999.
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 May 13, 1999
- ----------------------------
L.E. Simmons
/s/ John F. Lauletta President, Chief Executive Officer May 13, 1999
- ---------------------------- and Director (Principal Executive
John F. Lauletta Officer)
/s/ Joseph C. Winkler Executive Vice President, Chief May 13, 1999
- ---------------------------- Financial Officer and Treasurer
Joseph C. Winkler (Principal Finance and Accounting
Officer)
/s/ Jerome R. Baier Director May 13, 1999
- ----------------------------
Jerome R. Baier
/s/ Eric L. Mattson Director May 13, 1999
- ----------------------------
Eric L. Mattson
/s/ Jeffery A. Smisek Director May 13, 1999
- ----------------------------
Jeffery A. Smisek
/s/ Douglas E. Swanson Director May 13, 1999
- ----------------------------
Douglas E. Swanson
</TABLE>
3
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE
- ------- -----
<C> <S> <C>
4.3 Registration Rights Agreement dated May 13, 1988 among the Company, Brentwood (Note 1)
Associates, Hub Associates IV, L.P., and the investors listed therein.
4.4 Purchase Agreement dated as of October 1, 1991 between the Company and Baker Hughes (Note 2)
Incorporated regarding certain registration rights.
4.5 Exchange Agreement, dated as of January 3, 1996, among the Company and Baker Hughes (Note 3)
Incorporated.
4.6 Registration Rights Agreement dated April 24, 1996 among the Company, SCF III, L.P., (Note 4)
D.O.S. Partners L.P., Panmell (Holdings), Ltd. and Zink Industries Limited.
4.7 Registration Rights Agreement dated March 7, 1997 among the Company and certain (Note 5)
stockholders of Fiber Glass Systems, Inc.
4.8 Warrant for the Purchase of Shares of Common Stock Expiring December 31, 2000 (Note 4)
between the Company and SCF III, L.P. regarding 2,533,000 shares, dated January 3,
1996.
4.9 Warrant for the Purchase of Shares of Common Stock expiring December 31, 2000 (Note 3)
between the Company and Baker Hughes Incorporated regarding 1,250,000 shares,
dated January 3, 1996.
4.10 Indenture, dated as of February 25, 1998, between the Company, the Guarantors named (Note 6)
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").
5.1 Opinion of Latham & Watkins 5
23.1 Consent of Latham & Watkins (included in Exhibit 5.1) 5
23.2 Consent of Ernst & Young LLP 6
24.1 Powers of Attorney (included on signature page to this Registration Statement). -
</TABLE>
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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. 33-43525).
Note 3 Incorporated by reference to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1995.
Note 4 Incorporated by reference to the Company's Current Report on Form 8-K
filed on January 16, 1996.
Note 5 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 6 Incorporated by reference to the Company's Registration Statement on
Form S-4 (No. 333-51115).
4
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EXHIBIT 5.1
[Latham & Watkins Letterhead]
May 24, 1999
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 2,250,000 shares (the "Shares") of common
stock, $0.01 par value, of Tuboscope Inc. (the "Company"), under The Amended
1996 Equity Participation Plan of Tuboscope Inc. (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 (including statutory
and reported decisional law) 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
5
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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 for the registration of 2,250,000 common
shares pertaining to The Amended 1996 Equity Participation Plan of Tuboscope
Inc. and to the incorporation by reference therein of our report dated March 29,
1999, with respect to the consolidated financial statements and schedules of
Tuboscope Inc. included in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998, filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
Houston, Texas
May 19, 1999
6
