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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 14, 1997
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
SCHLUMBERGER N.V. (Schlumberger Limited)
(Exact name of registrant as specified in its charter)
Netherlands Antilles 52-0684746
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
42, rue Saint Dominique, Paris 75007, France
277 Park Avenue, New York, New York 10172-0266
Laan Van Meerdervoort 55, 2517 AG The Hague, The Netherlands
(Addresses of Principal Executive Offices)
INTERACTIVE VIDEO SYSTEMS, INC. 1995 INCENTIVE STOCK OPTION PLAN
(Full title of the plan)
James L. Gunderson
Deputy General Counsel
Schlumberger Limited
277 Park Avenue, New York, New York 10172-0266
(212) 350-9428
(Name, Address and Telephone Number, Including Area Code of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount Proposed Proposed Amount of
to be Registered to be Maximum Maximum Registration
Registered Offering Price Aggregate Fee
per Share(1) Offering Price(2)
- --------------------------------------------------------------------------------
Common stock 25,998 $17.12 $119,146.99 $100.00
(Par Value
$0.01 Per Share)
(1) Under the plan listed above, shares may be purchased upon exercise of
options at exercise prices ranging from $4.21 to $17.12 per share. The
average exercise price is $4.58.
(2) Pursuant to rule 457(h) under the Securites Act 1933, represents the
aggregate exercise price of all options under the plan listed above.
- --------------------------------------------------------------------------------
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
are hereby incorporated by reference in the Registration Statement:
a) Form 10-K Annual Report of Schlumberger Limited ("Schlumberger")
for fiscal year ended December 31, 1996.
b) Form 10-Q Quarterly Reports of Schlumberger for fiscal quarters
ended March 31, 1997, June 30, 1997 and September 30, 1997.
c) The description of Schlumberger's Common Stock which is contained
in a Registration Statement on Form 20 dated January 8, 1962, filed under the
Securities Exchange Act of 1934 (the "Exchange Act"), including any amendment or
report filed for the purpose of updating such description.
All documents filed by Schlumberger pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date hereof and prior to the
filing of a post-effective amendment to this Registration Statement 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 this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for the purposes hereof to the extent that a statement
contained herein or in any subsequently filed document that also is incorporated
or deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part hereof.
EXPERTS
The consolidated financial statements incorporated in this Registration
Statement by reference to Schlumberger's Annual Report on Form 10-K for the year
ended December 31, 1996 have been so incorporated in reliance on the reports of
Price Waterhouse LLP, independent accountants, given on the authority of said
firm as experts in auditing and accounting.
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DESCRIPTION OF CAPITAL STOCK
AUTHORIZED, ISSUED AND TREASURY SHARES
Schlumberger is authorized to issue 1,000,000,000 shares of Common Stock,
par value $0.01 per share, of which 619,135,609 shares were issued; 497,727,589
of such shares were outstanding and 121,408,020 of such shares were held in its
treasury at October 31, 1997. In addition, Schlumberger is authorized to issue,
subject to certain limitations with respect to voting rights, liquidation and
dividend preferences, 200,000,000 shares of cumulative preferred stock, par
value $0.01 per share (the "Preferred Stock"), which may be issued in one or
more separate series. If issued, the Preferred Stock may be convertible into
Common Stock under terms and conditions specified by the Board of Directors of
Schlumberger. No shares of Preferred Stock have been issued as of the date of
this Registration Statement. The rights of holders of the Common Stock are
governed by Schlumberger's Deed of Incorporation and By-Laws and by the laws of
the Netherlands Antilles.
DIVIDEND RIGHTS
All outstanding shares of Schlumberger Common Stock (i.e., shares not
held by Schlumberger and its subsidiaries), are entitled to participate equally
in dividends which may be paid out of available profits of the preceding fiscal
year or years. All accumulated and unpaid dividends payable on Preferred Stock
must be paid prior to the payment of any dividends on Common Stock. The amount
of dividends payable with respect to any fiscal year is determined by the
stockholders at the annual meeting following such fiscal year, except that the
Board of Directors may declare prior interim dividends.
VOTING RIGHTS
Each holder of shares of Common Stock, exclusive of shares held in
treasury, is entitled to one vote for each share registered in such holder's
name. Voting rights may be exercised in person or by proxy. No action to amend
the Deed of Incorporation or to sell all or substantially all of Schlumberger's
assets or to dissolve Schlumberger can be taken except upon the authorization of
the holders of a majority of the outstanding shares. In addition, holders of
Preferred Stock would have additional rights to vote as a class on certain
amendments to Schlumberger's Deed of Incorporation that would adversely affect
the Preferred Stock. Any other action requiring the approval of the
stockholders may be authorized by a majority of the votes cast at any meeting at
which a quorum is present, except that, if a quorum is not present at any
meeting, any action which could have been taken at such meeting may be taken at
a subsequent meeting held within a stated period thereafter even though a quorum
is not present. A quorum consists of not less than 50% of the shares
outstanding.
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The Deed of Incorporation of Schlumberger provides that stockholders may
evidence their approval of proposed corporate action by written consent without
a meeting. Such action must be taken by the written consent of the holders of
at least the absolute majority of all shares outstanding and entitled to vote.
The Deed of Incorporation also authorizes the Board of Directors of Schlumberger
to effect reorganizations or rearrangements of the corporate structure of
Schlumberger or its subsidiaries without the vote of stockholders if such
reorganization or rearrangement does not result in any diminution of the
beneficial interest of the stockholders in the assets of Schlumberger.
PREEMPTIVE AND OTHER RIGHTS
The shares of Common Stock do not carry any preemptive or conversion
rights, and there are no redemption provisions with respect to the Common Stock.
The shares of Preferred Stock would not carry any preemptive rights, but the
Board of Directors could specify conversion rights, redemption provisions and
(within limits) liquidation preferences with respect to one or more series of
Preferred Stock. Schlumberger, as provided in the Deed of Incorporation, may for
its own account purchase shares of Common Stock so long as at least one-fifth of
the authorized capital stock of Schlumberger remains outstanding with holders
other than Schlumberger. In the event of liquidation, each share of Common
Stock is entitled to equal rights after satisfaction of any Preferred Stock
liquidation preference.
Upon sale and delivery pursuant to the terms of the plan relating to this
Registration Statement, the shares of Common Stock offered hereby will be fully
paid and nonassessable.
LISTING; TRANSFER AGENTS AND REGISTRARS
Outstanding shares of Common Stock are listed for trading on the New
York, London, Paris, Amsterdam and Swiss stock exchanges. The Transfer Agent
and Registrar for the Common Stock is the BankBoston, Boston, Massachusetts.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article IX, Section 7 of the Company's Deed of Incorporation of
Schlumberger (the "Company") and Article V of the Company's By-Laws provide as
follows:
The Company shall have the power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Company) by reason
of the fact that he is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise or entity against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonable believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
The Company shall have the power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, or suit by or in the right of the Company to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the Company, or is or was serving at the request
of the Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise or entity against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonable believed to be in or not opposed to the best interests of the Company
and except that no indemnification shall be made in respect of any claim, issue
or matter as to which such person shall have been finally adjudged to be liable
to the Company for improper conduct unless and only to the extent that the court
in which such action or suit was brought or any other court having appropriate
jurisdiction shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses, judgments, fines
and amounts paid in settlement which the court in which the action or suit was
brought or such other court having appropriate jurisdiction shall deem proper.
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To the extent that a director, officer, employee or agent of the Company
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in the two preceding paragraphs, or in defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
Any indemnification under the preceding paragraphs (unless ordered by a
court) shall be made by the Company only as authorized by contract approved, or
by by-laws, resolution or other action adopted or taken, by the Board of
Directors or by the shareholders.
Expenses incurred in defending a civil or criminal action, suit or
proceeding will 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 the director, officer, employee or agent to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
Company as authorized by Article V of the By-Laws or Article IX, Section 7 of
the Deed of Incorporation.
The indemnification and advancement of expenses provided by or granted
pursuant to the other subsections of Article V of the By-Laws and Article IX,
Section 7 of the Deed of Incorporation shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any law, by-law, 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 such office, and
shall continue as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
The Company shall have power to purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the Company would have the power to indemnify him against such
liability under the provisions of Article V of the By-Laws or Article IX,
Section 7 of the Deed of Incorporation.
For purposes of Article V of the By-Laws and Article IX, Section 7 of the
Deed of Incorporation, reference to the Company shall include, in addition to
the resulting corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trusts or other enterprise, shall stand in the same
position under the provisions of Article V of the By-Laws and Article IX,
Section 7 of the Deed of Incorporation with respect to the resulting or
surviving
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corporation as he would have with respect to such constituent corporation if its
separate existence had continued.
In addition, the Company maintains directors' and officers' liability
insurance which insures against liabilities that the officers and directors of
the Company may incur in such capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1 Deed of Incorporation (incorporated by reference to Exhibit 3(i)
to Schlumberger's Quarterly Report on Form 10-Q for the period
ended March 31, 1997).
4.2 Amended and Restated By-Laws (incorporated by reference to
Exhibit 3 to Schlumberger's Annual Report on Form 10-K for the
year ended December 31, 1993).
23.1* Consent of Price Waterhouse LLP.
24.1* Powers of Attorney) for Don E. Ackerman, D. Euan Baird, John
Deutch, Denys Henderson, Andre Levy-Lang, William T. McCormick,
Jr., Dider Primat, Nicolas Seydoux, Linda G. Stuntz, Sven Ullring
and Yoshihito Wakumoto.
_______________________
* Filed herewith
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ITEM 9. UNDERTAKINGS.
(a) 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;
(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 (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed 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 post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.
(b) 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.
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(c) 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 foregoing provisions, 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 hereby, 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
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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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of New York, State of New York, on the 14th day of
November, 1997.
SCHLUMBERGER LIMITED
By /s/Arthur Lindenauer
---------------------
Arthur Lindenauer
Executive Vice President -
Finance; Chief Financial Officer
and Chief Accounting Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
NAME TITLE
---- -----
*
- -------------------------------------
D. Euan Baird Director, Chairman, President and
Chief Executive Officer
/s/ Arthur Lindenauer
- -------------------------------------
Arthur Lindenauer Executive Vice President -
Finance; Chief Financial Officer
and Chief Accounting Officer
*
- -------------------------------------
Don E. Ackerman Director
*
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John Deutch Director
*
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Denys Henderson Director
*
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Andre Levy-Lang Director
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NAME TITLE
---- -----
*
- -------------------------------------
William T. McCormick, Jr Director
*
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Didier Primat Director
*
- -------------------------------------
Nicolas Seydoux Director
*
- -------------------------------------
Linda G. Stuntz Director
*
- -------------------------------------
Sven Ullring Director
*
- -------------------------------------
Yoshihito Wakumoto Director
/s/James L. Gunderson
- -------------------------------------
* By James L. Gunderson November 14, 1997
Attorney-in-Fact
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INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION OF DOCUMENT PAGE NO.
- --- ----------------------- --------
4.1 Deed of Incorporation as last amended on April 29, 1997
(incorporated by reference to Exhibit 3(i) to
Schlumberger's quarterly report on Form 10-Q for the
period ended March 31, 1997)..............................
4.2 Amended and Restated By-Laws (incorporated by reference
to Exhibit 3 to Schlumberger's Annual Report on Form 10-K
for the year ended December 31, 1993)....................
23.1* Consent of Price Waterhouse LLP.......................... 13
24.1* Powers of Attorney for Don E. Ackerman, D. Euan Baird,
John Deutch, Denys Henderson, Andre Levy-Lang,
William T. McCormick, Jr., Dider Primat, Nicolas Seydoux,
Linda G. Stuntz, Sven Ullring and Yoshihito Wakumoto..... 14
_______________________
* Filed herewith
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 23, 1997, appearing on page 45
of the Schlumberger Limited Annual Report on Form 10-K for the year ended
December 31, 1996. We also consent to the reference to us under the heading
"Experts" in such Registration Statement.
/s/ Price Waterhouse LLP
- ------------------------
Price Waterhouse LLP
New York, New York
November 14, 1997
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EXHIBIT 24.1
SCHLUMBERGER LIMITED
POWERS OF ATTORNEY
The undersigned Director or Officer, or both, of Schlumberger Limited, a
Netherlands Antilles corporation (the "Corporation"), hereby constitutes and
appoints David S. Browning, James L. Gunderson and Arthur Lindenauer, severally,
the true and lawful Attorney-in-Fact and Agent of the undersigned, with full
power of substitution and revocation, to execute and file from time to time on
behalf of the undersigned:
(i) a Registration Statement on Form S-3 (or such other Form as
may be required) to be filed with the Securities and Exchange Commission ("SEC")
covering the shares of Common Stock of the Corporation to be issued to
shareholders of Interactive Video Systems, Inc., a Massachusetts corporation
("IVS"), upon consummation of the proposed merger (the "Merger") of IVS with and
into Schlumberger Technology Corporation, a wholly-owned subsidiary of the
Corporation ("STC"), as contemplated by the Agreement and Plan of Merger dated
as of October 3, 1997 among IVS, STC and certain shareholders of IVS;
(ii) a Registration Statement on Form S-8 (or such other Form as may be
required) to be filed with the SEC covering the shares of Common Stock of the
Corporation deliverable upon exercise of the IVS stock options to be assumed by
the Corporation upon consummation of the Merger; and
(iii) any and all amendments and post-effective amendments to such
Registration Statements as may be required, and to take any and all such action
for and in the name, place and stead of the undersigned as may be necessary or
desirable in connection with any such Registration Statements or any amendments
thereto, including the making of any representation as may be required.
/s/ D. E. Baird /s/ D. Primat
- -------------------------------- --------------------------------
D. E. Baird D. Primat
/s/ D. E. Ackerman /s/ N. Seydoux
- -------------------------------- --------------------------------
D. E. Ackerman N. Seydoux
/s/ J. Deutch /s/ L. Stuntz
- -------------------------------- --------------------------------
J. Deutch L. Stuntz
/s/ D.Henderson /s/ S. Ullring
- -------------------------------- --------------------------------
D. Henderson S. Ullring
/s/ A. Levy-Lang /s/ Y. Wakumoto
- -------------------------------- --------------------------------
A. Levy-Lang Y. Wakumoto
/s/ W. T. McCormick
- --------------------------------
W. T. McCormick
Date: October 22, 1997
