As filed with the Securities and Exchange Commission on September 17, 1996.
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
__________
SUPERIOR ENERGY SERVICES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 75-2379388
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification Number)
1503 Engineers Road
Belle Chasse, Louisiana 70037
(Address, including zip code, of
Registrant's principal executive offices)
Superior Energy Services, Inc. 1995 Stock Incentive Plan
Superior Energy Services, Inc. Directors' Options
(Full title of the Plan)
__________
Terence E. Hall
President, Chief Executive Officer
and Chairman of the Board
Superior Energy Services, Inc.
1503 Engineers Road
Belle Chasse, Louisiana 70037
(504) 393-7774
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Margaret F. Murphy
Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
201 St. Charles Avenue
New Orleans, Louisiana 70170-5100
<TABLE>
<CAPTION>
=======================================================================================
Amount Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Offering Price Aggregate Registration
to be registered Registered<F1> Per Share Offering Price Fee
_______________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock ($.001
par value per share) 150,000 shares $4.75 $ 712,500 $245.69<F2>
150,000 shares $2.53 379,500 130.86<F2>
351,500 shares $2.56 899,840 310.29<F2>
35,000 shares $2.50 87,500 30.17<F2>
63,500 shares $2.56<F3> 162,560<F3> 56.06<F3>
_________ ____________ _____________
750,000 shares $2,241,900 $773.07
=======================================================================================
<FN>
<F1> Upon a stock split, stock dividend or similar transaction in the future
and during the effectiveness of this Registration Statement involving
Common Stock of the Company, the number of shares registered shall be
automatically increased to cover the additional shares in accordance
with Rule 416(a) under the Securities Act of 1933.
<F2> Computed in accordance with Rule 457, calculated based upon the price
at which currently outstanding options granted under the Plan are
exercisable.
<F3> Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) under the Securities Act of 1933, based
on the average of the high and low price per share of the Common Stock
on the Nasdaq Stock Market on September 12, 1996.
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by Superior Energy
Services, Inc. (the "Company") with the Securities and Exchange Commission
(the "Commission"), are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1995 filed pursuant to Section 13 of the Securities
Exchange Act of 1934 (the "1934 Act").
(b) The Company's Quarterly Reports on Form 10-QSB for the quarters
ended March 31, 1996 and June 30, 1996 filed pursuant to Section 13 of the
1934 Act.
(c) The description of the Common Stock included in Item 1 of
Amendment No. 2 to the Company's Registration Statement on Form 8-A dated
November 13, 1995, incorporated by reference from the Company's S-4
Registration Statement on Form SB-2, Registration No. 33-94454.
All reports filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
subsequent to the date of this Registration Statement and 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,
except to the extent otherwise provided by Regulation S-K or any other rule
promulgated by the Commission, be deemed to be incorporated by reference in
this Registration Statement and to be part hereof from the date of filing of
such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware, as amended
("GCL"), authorizes a Delaware corporation to indemnify its officers,
directors, employees and agents under certain circumstances against expenses
and liabilities incurred in legal proceedings involving such persons because
of their holding or having held such positions with the corporation and to
purchase and maintain insurance for such indemnification. The Company's
By-Laws and Article Tenth of its Certificate of Incorporation provide for the
indemnification of directors and officers against expenses and liabilities
incurred in connection with defending actions brought against them for
negligence or misconduct in their official capacities.
Paragraph 7 of Section 102(b) of the GCL permits a Delaware
corporation, by so providing in its Certificate of Incorporation, to
eliminate or limit the personal liability of a director to the corporation
for damages arising out of certain alleged breaches of the director's duties
to the corporation. The GCL, however, provides that no such limitation of
liability may effect a director's liability with respect to any of the
following: (i) for breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) for unlawful payment of dividends or unlawful purchase or redemption
of its capital stock, or (iv) for any transaction from which the director
derived an improper personal benefit. Article Ninth of the Company's
Certificate of Incorporation eliminates the personal liability of the
directors of the Company to the fullest extent permitted by Paragraph 7 of
102(b) of the GCL.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
5 Opinion of Jones, Walker, Waechter, Poitevent, Carrere
& Denegre, L.L.P.
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Jones, Walker, Waechter, Poitevent, Carrere
& Denegre, L.L.P. (included in Exhibit 5).
__________
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 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.
(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.
(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.
(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
proceedings) 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 of
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.
<PAGE>
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 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 Belle Chasse, State of Louisiana,
on September 10, 1996.
SUPERIOR ENERGY SERVICES, INC.
/s/ Terence E. Hall
_______________________________________
Terence E. Hall
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Terence E. Hall and Robert Taylor, or either
one of them, his true and lawful attorney-in-fact and agent, with full power
of substitution, 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
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and ratifying and confirming all that said attorney-in-fact and
agent or his substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
Signature Title Date
/s/ Terence E. Hall President, Chief Executive Officer September 10, 1996
______________________ and Chairman of the Board
Terence E. Hall
(Principal Executive Officer)
/s/ Robert Taylor Chief Financial Officer September 10, 1996
________________________
Robert Taylor
(Principal Financial Officer)
/s/ James E. Ravannack Director September 10, 1996
________________________
James E. Ravannack
/s/ Ernest J. Yancey, Jr. Director September 10, 1996
_________________________
Ernest J. Yancey, Jr.
/s/ Kenneth C. Boothe Director June 19, 1996
__________________________
Kenneth C. Boothe
/s/ Bradford Small Director June 18, 1996
___________________________
Bradford Small
/s/ Richard J. Lazes Director June 27, 1996
___________________________
Richard J. Lazes
/s/ Justin Sullivan Director September 10, 1996
___________________________
Justin Sullivan
EXHIBIT 5
September 17, 1996
Superior Energy Services, Inc.
1503 Engineers Road
Belle Chase, Louisiana 70037
Gentlemen:
We have acted as counsel to Superior Energy Services, Inc., a Delaware
corporation (the "Company"), in connection with the Company's registration
statement on Form S-8 (the "Registration Statement") with respect to the
offering by the Company of 750,000 shares of the common stock of the Company,
$.001 par value per share (the "Common Stock") to certain employees and
officers of the Company or its subsidiaries pursuant to the terms of the
Superior Energy Services, Inc. 1995 Stock Incentive Plan (the "Plan") and to
certain directors of the Company pursuant to resolutions of the Board of
Directors of the Company (the "Resolutions") with respect to the Superior
Energy Services, Inc. Directors' Options.
Based upon the foregoing, and upon our examination of such matters as
we deem necessary in order to furnish this opinion, we are of the opinion
that the shares of Common Stock referred to herein, when issued according
to the terms of the Plan and of the Resolutions will be legally issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Yours very truly,
JONES, WALKER, WAECHTER,
POITEVENT, CARRERE & DENEGRE, L.L.P.
By: /s/ Margaret F. Murphy
EXHIBIT 23.1
The Board of Directors
Superior Energy Services, Inc.:
We consent to incorporation by reference in this registration statement
on Form S-8 of Superior Energy Services, Inc. of our report dated March
15, 1996, relating to the consolidated balance sheets of Superior Energy
Services, Inc. and subsidiaries as of December 31, 1995 and 1994, and the
related consolidated statements of operations, changes in stockholders'
equity, and cash flows for the years then ended, which report appears in
the December 31, 1995, annual report on Form 10-K of Superior Energy Services,
Inc. Our report refers to the adoption of the methods of accounting for the
impairment of long-lived assets and for long-lived assets to be disposed of
prescribed by Statement of Financial Accounting Standards No. 121.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
New Orleans, Louisiana
September 16, 1996
