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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 12, 1999
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
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 OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
BJ SERVICES COMPANY
1997 INCENTIVE 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
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(713) 462-4239
(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 AMOUNT OF
TO BE OFFERING PRICE OFFERING REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED (1) PER SHARE PRICE FEE
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Common Stock, $0.10 par value per share (2) 3,000,000 shares $(3) $68,421,516(3) $19,022
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(1) Subject to adjustment to prevent dilution resulting from stock splits,
stock dividends or similar transactions.
(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) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h). The aggregate offering price
and registration fee are based upon the sum of (i) the product
obtained by multiplying 1,102,760 shares (the number of shares of
Common Stock registered hereby as to which options have been granted
but not exercised under the 1997 Incentive Plan) by $15.00223 per
share (the weighted average exercise price of such options) and (ii)
the product obtained by multiplying 1,897,240 shares (the number of
shares of Common Stock registered hereby as to which options may be
granted under the 1997 Incentive Plan) by $27.34375 (the average of
the high and low prices of the Common Stock as reported on the New
York Stock Exchange on October 8, 1999, which is within 5 days of
the filing of this Registration Statement.)
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
This Registration Statement on Form S-8 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, 1998;
(b) The Company's Quarterly Report on Form 10-Q for the
quarterly periods ended December 31, 1998, March 31, 1999 and June 30,
1999; 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; 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 by the current report
on Form 8-K filed on January 30, 1998 and in each case as further
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 such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded for purposes of the
Registration Statement and the Prospectus to the extent that a statement
contained herein or in any 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 the Registration
Statement or the Prospectus.
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.
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
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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.
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ITEM 8. LIST OF EXHIBITS
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 1997 Incentive Plan (incorporated by reference to Appendix B
to the proxy statement dated December 22, 1997 of BJ Services
Company (Commission File No. 1-10570)).
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.
24.1 Powers of attorney, pursuant to which amendments to this
Registration Statement may be filed, are included in Part II
hereof.
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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:
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(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%
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 the
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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 October 11, 1999.
BJ Services Company
(Registrant)
By: /s/ J. W. Stewart
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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
October 11, 1999.
Signature Title
--------- -----
/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)
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/s/ L. William Heiligbrodt
- ----------------------------------------- Director
L. William Heiligbrodt
/s/ John R. Huff
- ----------------------------------------- Director
John R. Huff
- ----------------------------------------- Director
Don D. Jordan
/s/ R. A. LeBlanc
- ----------------------------------------- Director
R. A. LeBlanc
- ----------------------------------------- Director
James E. McCormick
/s/ Michael E. Patrick
- ----------------------------------------- Director
Michael E. Patrick
/s/ James L. Payne
- ----------------------------------------- Director
James L. Payne
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INDEX TO EXHIBITS
Exhibit No. Description
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5.1 Opinion of Andrews & Kurth L.L.P. as to the legality of the
securities being registered.
10.1 1997 Incentive Plan (incorporated by reference to Appendix B
to the proxy statement dated December 22, 1997 of BJ Services
Company (Commission File No. 1-10570)).
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.
24.1 Powers of attorney, pursuant to which amendments to this
Registration Statement may be filed, are included in Part II
hereof.
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EXHIBIT 5.1
Letterhead of Andrews & Kurth L.L.P.
600 Travis, Suite 4200
Houston, Texas 77002
October 11, 1999
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Re: BJ Services Company
Gentlemen:
We have acted as counsel to BJ Services Company, a Delaware
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-8 (the "Registration Statement") relating to the
registration under the Securities Act of 1933, as amended (the "Securities
Act"), of the issuance of up to 3,000,000 shares of the Company's common stock
(the "Shares"), par value $0.10 per share ("Common Stock"), pursuant to the
Company's 1997 Incentive 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 in accordance with 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,
/s/ ANDREWS & KURTH L.L.P.
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
BJ Services Company on Form S-8 of our report dated November 24, 1998, appearing
in the Annual Report on Form 10-K of BJ Services Company for the year ended
September 30, 1998.
/s/ DELOITTE & TOUCHE LLP
Houston, Texas
October 8, 1999
