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As filed with the Securities and Exchange Commission on May 30 2000
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 of (I.R.S. Employer
Incorporation or Organization) Identification Number)
________________________
2835 Holmes Road
Houston, Texas 77051
(Address of Principal Executive Offices including Zip Codes)
________________________
THE AMENDED AND RESTATED 1996 EQUITY PARTICIPATION PLAN
OF VARCO INTERNATIONAL, INC.
(Full Title of the Plan)
________________________
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Copies to:
James F. Maroney, III Regina M. Schlatter, Esq. Larry M. Meeks, Esq.
Vice President, Secretary Latham & Watkins Pircher, Nichols and Meeks
and General Counsel 650 Town Center Drive, 20th Floor 1999 Avenue of the Stars
Tuboscope Inc. Costa Mesa, California 92626 Los Angeles, California 90067
2835 Holmes Road (714) 540-1235 (310) 201-8900
Houston, Texas 77051
(713) 799-5100
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______________________
(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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Proposed
Proposed Maximum
Amount Maximum Aggregate
to be Offering Price Offering Amount of
Registered (1) Per Share (2) Price (2) Registration Fee
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Common Stock, $.01 par value 4,200,000 $20.78125 $87,281,250 $23,043
------------------------------------------------------------------------------------------------------------
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(1) The Amended and Restated 1996 Equity Participation Plan of Tuboscope Inc.
(the "Plan") authorizes the issuance of a maximum of 7,650,000 shares of
common stock, par value $0.01 per share, of Tuboscope Inc. (the "Company")
(the "Common Stock"), of which 4,200,000 shares are being registered
hereunder.
(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
(the "Securities Act"), and is based on (i) the average of the high and low
sales price of the Common Stock, as reported on the New York Stock Exchange
on May 23, 2000 as to 4,200,000 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 is exercised.
Total Pages 6
Exhibit Index on Page 4
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of the 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
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 Company initially registered
1,200,000 shares of 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 May 24, 1999, Registration File No. 333-79159, the
Company registered an additional 2,250,000 shares of 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 7,659,000 shares of Common Stock. Under this
Registration Statement, the Company is registering the additional 4,200,000
shares of Common Stock issuable under the Plan. The contents of the prior
Registration Statements are incorporated by reference herein.
Item 5. Named Experts and Counsel
-------------------------
Ernst & Young, LLP, independent auditors, have audited 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,
1999, as set forth in their report thereon, which is incorporated herein by
reference. The Company's financial statements and schedules are incorporated
herein on reliance upon Ernst & Young LLP's report, given upon the authority of
such firm as experts in accounting and auditing.
Item 8. Exhibits
--------
See Index to Exhibits on page 4.
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 May 29, 2000.
TUBOSCOPE INC.
By: /s/ JOHN F. LAULETTA
--------------------------------------------
John F. Lauletta
Chief Executive Officer and President
(Principal Executive Officer)
By: /s/ JOSEPH C. WINKLER
--------------------------------------------
Joseph C. Winkler, Executive Vice President,
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
2
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints John F. Lauletta, Joseph C. Winkler and each
of them, his true and lawful attorneys-in-fact and agents, each with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in order to effectuate the same as fully, to
all intents and purposes, as he might or could do in person, hereby ratifying
and confirming all that each of said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated
as of May 29, 2000.
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Signature Title
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/s/ JOHN F. LAULETTA Chief Executive Officer, President
---------------------------------------------- and Director
John F. Lauletta
/s/ JOSEPH C. WINKLER Executive Vice President, Chief Financial
---------------------------------------------- Officer and Treasurer (Principal Financial
Joseph C. Winkler and Accounting Officer)
/s/ JEROME R. BAIER
---------------------------------------------- Director
Jerome R. Baier
/s/ ERIC L. MATTSON Director
----------------------------------------------
Eric L. Mattson
/s/ L.E. SIMMONS Director
----------------------------------------------
L.E. Simmons
/s/ JEFFERY A. SMISEK Director
----------------------------------------------
Jeffery A. Smisek
/s/ DOUGLAS E. SWANSON Director
----------------------------------------------
Douglas E. Swanson
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3
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INDEX TO EXHIBITS
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EXHIBIT PAGE
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4.1 Registration Rights Agreement dated May 13, 1988 among the Company, Brentwood (Note 1)
Associates, Hub Associates IV, L.P., and the investors listed therein.
4.2 Purchase Agreement dated as of October 1, 1991 between the Company and Baker Hughes (Note 2)
Incorporated regarding certain registration rights.
4.3 Exchange Agreement, dated as of January 3, 1996, among the Company and Baker Hughes (Note 3)
Incorporated.
4.4 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.
4.5 Registration Rights Agreement dated March 7, 1997 among the Company and certain (Note 5)
stockholders of Fiber Glass Systems, Inc.
4.6 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.
4.7 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 share, dated
January 3, 1996.
4.8 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 page 4) 3
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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
