<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 30, 1998.
REGISTRATION NO. 33-36789
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Post-Effective Amendment No.1 to
FORM S-8
AMENDMENT TO
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BJ SERVICES COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 63-0084140
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
5500 NORTHWEST CENTRAL DRIVE
HOUSTON, TEXAS 77092
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
BJ SERVICES COMPANY
1990 EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLE OF THE PLAN)
MARGARET BARRETT SHANNON, ESQ.
BJ SERVICES COMPANY
VICE PRESIDENT - GENERAL COUNSEL AND SECRETARY
5500 NORTHWEST CENTRAL DRIVE
HOUSTON, TEXAS 77092
(713) 222-1875
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TO BE OFFERING PRICE OFFERING REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED (1) PER SHARE PRICE FEE
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.10 par value per share (2) 1,500,000 shares $ (3) $ (3) (3)
==============================================================================================================
</TABLE>
(1) Subject to adjustment to prevent dilution resulting from stock splits,
stock dividends or similar transactions. This registration statement
as originally filed with the Securities and Exchange Commission on
September 11, 1990 covered 750,000 shares of Common Stock, par value
$0.10 per share ("Common Stock"). Pursuant to Rule 416(b) under the
Securities Act of 1933, as amended (the "Act"), the number of shares
of Common Stock covered by this registration statement also includes
750,000 additional shares of Common Stock represented by the dividend
of one share of Common Stock per issued and outstanding share of
Common Stock payable on or about February 20, 1998 to stockholders of
record on January 30, 1998.
(2) Includes the preferred share purchase rights (as adjusted and as
subject to further adjustment in certain events, including stock
splits, stock dividends or similar transactions) associated with the
Common Stock.
(3) The filing fee was previously paid.
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<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
This Registration Statement on Form S-8/A hereby incorporates by
reference the contents of the following documents filed by BJ Services Company
(the "Company") with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act").
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1997;
(b) The Company's Current Report on Form 8-K dated January 30,
1998; and
(c) The description of the Common Stock contained in the Company's
registration statement on Form 8-A/A (No. 1-10570) filed under the Exchange Act
on January 9, 1996; the description of the BJ Rights contained in the Company's
registration statement on Form 8-A/A filed under the Exchange Act on November 6,
1996; the description of the BJ Warrants contained in the Company's registration
statement on Form 8-A filed under the Exchange Act on March 22, 1995; and the
description of the Series A Preferred Stock of the Company included in the
Company's registration statement on Form 8-A/A filed under the Exchange Act on
November 6, 1996, in each case as amended.
All documents filed by the Company and by the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of 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, shall be
deemed to be incorporated by reference in the registration statement and to be
a part thereof from the date of filing of the documents. Statements contained
in the foregoing documents incorporated by reference shall be deemed to be
modified or superseded hereby to the extent that statements contained in this
Prospectus, or in any subsequently filed documents, that are amendments hereto
or that are incorporated herein by reference, shall modify or replace such
statements.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Certain legal matters with respect to the securities offered hereby
have been passed upon for the Company by Andrews & Kurth L.L.P.
The consolidated financial statements and the related financial
statement schedule incorporated in this Registration Statement by reference from
the Company's Annual Report on Form 10-K for the year ended September 30, 1997
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their report, which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is governed by Section 145 of the General Corporation Law
of the State of Delaware (the "DGCL") which permits a corporation to indemnify
certain persons, including officers and directors, who are (or are threatened
to be made) parties to any threatened, pending or completed action or suit
(other than an action by or in the right of the corporation) by reason of their
being directors, officers or other agents of the corporation.
The Company's Certificate of Incorporation provides that no director
of the Company shall be held personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to
the Company or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of the law,
(iii) under Section 174 of the DGCL or (iv) for any transaction from which the
director derived an improper personal benefit. The Company's Certificate of
Incorporation also provides that if the DGCL is amended to authorize further
limitation or elimination of the personal liability of directors, then the
liability of the Company's directors shall be limited or eliminated to the full
extent permitted by the DGCL.
<PAGE> 3
Section 16 of Article III of the Company's Bylaws provides as follows:
(a) The Company shall indemnify every person who is or was a party or is or was
threatened to be made a party to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is or
was a director, officer, employee or agent of the Company or any of its direct
or indirect wholly owned subsidiaries or, while a director, officer, employee
or agent of the Company or any of its direct or indirect wholly owned
subsidiaries, is or was serving at the request of the Company or any of its
direct or indirect wholly owned subsidiaries, as a director, officer, employee,
agent or trustee of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against expenses (including counsel
fees), judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding, to the full
extent permitted by applicable laws provided that the Company shall not be
obligated to indemnify any such person against any such action, suit or
proceeding which is brought by such person against the Company or any of its
direct or indirect wholly owned subsidiaries or the directors of the Company or
any of its direct or indirect wholly owned subsidiaries, other than an action
brought by such person to enforce his rights to indemnification hereunder,
unless a majority of the Board of Directors of the Company shall have
previously approved the bringing of such action, suit or proceeding. The
Company shall indemnify every person who is or was a party or is or was
threatened to be made a party to any action, suit, or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
is or was licensed to practice law and an employee (including an employee who
is or was an officer) of the Company or any of its direct or indirect wholly
owned subsidiaries and, while acting in the course of such employment committed
or is alleged to have committed any negligent acts, errors or omissions in
rendering professional legal services at the request of the Company or pursuant
to his employment (including, without limitation, rendering written or oral
legal opinions to third parties) against expenses (including counsel fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding, to the full
extent permitted by applicable law; provided that the Company shall not be
obligated to indemnify any such person against any action, suit or proceeding
arising out of any adjudicated criminal, dishonest or fraudulent acts, errors
or omissions of such person or any adjudicated willful, intentional or
malicious acts, errors or omissions of such person.
(b) Expenses incurred by an officer or director of the Company or
any of its direct or indirect wholly owned subsidiaries in defending a civil or
criminal action, suit or proceeding shall be paid by the Company in advance of
the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the Company as authorized in this Section 16. Such expenses incurred by other
employees and agents may be so paid upon such terms and conditions, if any, as
the Board of Directors deems appropriate.
(c) The indemnification and advancement of expenses provided by,
or granted pursuant to, this Section 16 shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any provision of law, the Company's Certificate of
Incorporation, the Certificate of Incorporation or Bylaws or other governing
documents of any direct or indirect wholly owned subsidiary of the Company, or
any agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding any of the positions or having any of the relationships referred
to in this Section 16.
ITEM 8. LIST OF EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
* 5.1 Opinion of Andrews & Kurth L.L.P. as to the legality of the
securities being registered.
10.1 1990 Employee Stock Purchase Plan (filed as Exhibit 10.4 to
the Company's Registration Statement on Form S-1 (Reg. No.
33-35187) and incorporated herein by reference).
10.2 Amendment effective December 12, 1996, to 1990 Employee Stock
Purchase Plan (filed as Exhibit 10.6 to the Company's Annual
Report on Form 10-K for the year ended September 30, 1996, and
incorporated herein by reference).
*23.1 The consent of Deloitte & Touche LLP to the incorporation by
reference of their report.
*23.2 The consent of Andrews & Kurth L.L.P. to the use of their
opinion in this Registration Statement is contained in the
opinion filed as Exhibit 5.1.
*25.1 Powers of attorney, pursuant to which amendments to this
Registration Statement may be filed, are included in Part II
hereof.
</TABLE>
* Filed herewith.
<PAGE> 4
ITEM 9. UNDERTAKINGS
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;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the 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;
notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(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 (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S- 3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in Item 6 of
this Registration Statement, or otherwise, the registrant has been advised that
it, the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of 1933 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 Securities Act of 1993 and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant 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
amendment to its registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on the 29th day of January, 1998.
BJ Services Company
(Registrant)
By: /s/ J. W. Stewart
------------------------------------
J. W. Stewart
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints J. W. Stewart, Michael McShane and Margaret
Barrett Shannon, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him, and on his
behalf and in his name, place and stead, in any and all capacities, to sign,
execute and file this Registration Statement under the Securities Act of 1933,
as amended, and any or all amendments (including, without limitation,
post-effective amendments), with all exhibits and any and all documents
required to be filed with respect thereto, with the Securities and Exchange
Commission or any regulatory authority, granting unto such 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 and about the
premises in order to effectuate the same, as fully to all intents and purposes
as he himself might or could do if personally present, hereby ratifying and
confirming all that such attorneys-in-fact and agents, or any of them, or their
substitute or substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on
January 29, 1998.
<TABLE>
<CAPTION>
Signature Title
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<S> <C>
/s/ J. W. Stewart Chairman of the Board, President,
- ---------------------------------------- and Chief Executive Officer
J. W. Stewart
(Principal Executive Officer)
/s/ Michael McShane Senior Vice President - Finance, Chief
- ---------------------------------------- Financial Officer and Director
Michael McShane
(Principal Financial Officer)
/s/ Matthew D. Fitzgerald Vice President and Controller
- ----------------------------------------
Matthew D. Fitzgerald
(Principal Accounting Officer)
</TABLE>
<PAGE> 6
<TABLE>
<S> <C>
/s/ L. William Heiligbrodt Director
- ----------------------------------------
L. William Heiligbrodt
./s/ John R. Huff Director
- ----------------------------------------
John R. Huff
/s/ Don D. Jordan Director
- ----------------------------------------
Don D. Jordan
/s/ R. A. LeBlanc Director
- ----------------------------------------
R. A. LeBlanc
/s/ James E. McCormick Director
- ----------------------------------------
James E. McCormick
/s/ Michael E. Patrick Director
- ----------------------------------------
Michael E. Patrick
</TABLE>
<PAGE> 7
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
* 5.1 Opinion of Andrews & Kurth L.L.P. as to the legality of the
securities being registered.
10.1 1990 Employee Stock Purchase Plan (filed as Exhibit 10.4 to
the Company's Registration Statement on Form S-1 (Reg. No.
33-35187) and incorporated herein by reference).
10.2 Amendment effective December 12, 1996, to 1990 Employee
Stock Purchase Plan (filed as Exhibit 10.6 to the Company's
Annual Report on Form 10-K for the year ended September 30,
1996, and incorporated herein by reference).
* 23.1 The consent of Deloitte & Touche LLP to the incorporation by
reference of their report.
* 23.2 The consent of Andrews & Kurth L.L.P. to the use of their
opinion in this Registration Statement is contained in the
opinion filed as Exhibit 5.1.
* 25.1 Powers of attorney, pursuant to which amendments to this
Registration Statement may be filed, are included in Part II
hereof.
</TABLE>
* Filed herewith.
<PAGE> 1
EXHIBIT 5.1
[LETTERHEAD OF ANDREWS & KURTH L.L.P.]
[HOUSTON, TEXAS 77002]
January 29, 1998
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Re: BJ Services Company
Ladies and Gentlemen:
We have acted as counsel to BJ Services Company, a Delaware corporation
(the "Company"), in connection with the Company's Amendment to the Registration
Statement on Form S-8/A (the "Registration Statement") relating to the
registration under the Securities Act of 1933, as amended (the "Securities
Act"), of the issuance of 1,500,000 shares of the Company's common stock (the
"Shares"), par value $0.10 per share ("Common Stock") pursuant to the Company's
1990 Employee Stock Purchase Plan (the "Plan"). As used herein, the term
"Shares" includes the associated preferred share purchase rights issuable
pursuant to the Company's Amended and Restated Rights Agreement dated as of
September 26, 1996, as amended as of March 31, 1997.
As the basis for the opinions hereinafter expressed, we have examined such
statutes, regulations, corporate records and documents and such other
instruments as we have deemed necessary for the purposes of the opinions
contained herein. As to all matters of fact material to such opinions, we have
relied upon the representations of officers of the Company and certificates of
public officials. We have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
with the original documents of all documents submitted to us as copies.
Based upon the foregoing and having due regard for such legal
considerations as we deem relevant, we are of the opinion that the Shares have
been duly authorized and, upon issuance by the Company and payment therefor
pursuant to the Plan, will be legally issued and will constitute fully paid and
nonassessable shares of Common Stock.
This opinion is limited in all respects to the General Corporation Law of
the State of Delaware and the laws of the United States of America insofar as
such laws are applicable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm name under the caption
"Exhibits" therein. In giving this consent, we do not thereby admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
Andrews & Kurth L.L.P.
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement No.
33-36789 of BJ Services Company on Form S-8/A (the "Registration Statement") of
our report dated November 24, 1997 (December 15, 1997 as to Notes 6 and 14)
appearing in the Annual Report on Form 10-K of BJ Services Company for the year
ended September 30, 1997, and to the reference to us under the heading
"Interests of Named Experts and Counsel" in the Registration Statement.
Deloitte & Touche LLP
Houston, Texas
January 29, 1998
