As filed with the Securities and Exchange Commission on January 15,1997.
Registration No. 333-15987
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-3
TO FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Superior Energy Services, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1503 Engineers Road 75-2379388
(State or other jurisdiction P. O. Box 6220 (I.R.S. Employer
of incorporation or organization)New Orleans, LA 70174 Identification No.)
(504) 393-7774
(Address, including zip code, and telephone
number, including area code, of the registrant's
principal executive offices)
Terence E. Hall
Superior Energy Services, Inc.
Chairman of the Board,
Chief Executive Officer and President
1503 Engineers Road
P. O. Box 6220
New Orleans, Louisiana 70174
(504) 393-7774
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
William B. Masters, Esq.
Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P.
201 St. Charles Avenue
New Orleans, Louisiana 70170
Fax: 504-582-8012
Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
This Post-Effective Amendment shall become effective in
accordance with Section 8(c) of the Securities Act of 1933 on such
date as the Commission, acting pursuant to said Section 8(c), may
determine.
<PAGE>
PROSPECTUS
6,296,251 Shares
Superior Energy Services, Inc.
Common Stock
This Prospectus relates to 6,296,251 shares of common
stock, $0.001 par value per share (the "Common Stock"), of
Superior Energy Services, Inc. ("Superior" or the
"Company"), which may be offered from time to time by the
Company exclusively to the holders, and upon the exercise,
of certain warrants previously issued by the Company (the
"Offering").
In July 1992, the Company issued 1,121,251 Class A
Redeemable Common Stock Purchase Warrants ("Class A
Warrants") to purchase Common Stock entitling the holder to
purchase one share of Common Stock for $6.00 until July 6,
1997. In December 1995, the Company issued 5,175,000 Class
B Redeemable Common Stock Purchase Warrants ("Class B
Warrants") entitling the holder to purchase one share of
Common Stock for $3.60 during the four-year period
commencing December 8, 1996. All of the shares of Common
Stock offered hereby are being offered by the Company
exclusively to the holders of the Class A Warrants and Class
B Warrants.
The Common Stock is currently traded on the Nasdaq
National Market under the symbol "SESI." On January 14,
1997, the last reported sales price of the Common Stock as
reported by the Nasdaq National Market was $3.937.
SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR A DISCUSSION OF
CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN EVALUATING
AN INVESTMENT IN THE COMMON STOCK.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OR THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
===============================================================================================
Price to Underwriting Discounts Proceeds to Company(2)
Public and Commissions(1)
<S> <C> <C> <C>
Per share, upon exercise of:
Class A Warrant $6.00 $ - $6.00
Class B Warrant $3.60 $ - $3.60
_______________________________________________________________________________________________
Total $ 6,727,506 $ - $ 6,727,506
$ 18,630,000 $ - $18,630,000
===============================================================================================
</TABLE>
(1) No commissions, bonuses, or other fees will be paid to any person in
connection with the offer and sale of the Common Stock.
(2) Before deducting expenses estimated at $30,000.
__________________________
This Amended Prospectus is dated January 15, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other documents
with the Securities and Exchange Commission (the "Commission").
Documents filed by the Company with the Commission pursuant to the
informational requirements of the Exchange Act may be inspected and
copied at the public reference facilities maintained by the Commission
at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC
20549, and at the regional offices of the Commission at the following
locations: New York Regional Office, 7 World Trade Center, 13th Floor,
New York, New York 10048 and Chicago Regional Office, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60621-2511. Copies of such
material may be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, DC 20549, at
prescribed rates. The Commission maintains a Web site that contains
reports, proxy and information statements and other information
regarding issuers that file electronically with the Commission
(http://www.sec.gov). The Company's Common Stock is traded on the
Nasdaq National Market. Reports, proxy statements and other information
may also be inspected at the offices of the National Association of
Securities Dealers, Inc. at 1735 K Street, N.W., Washington, D.C. 20006.
The Prospectus constitutes a part of a Registration Statement
filed by the Company with the Commission under the Securities Act of
1933, as amended (the "Securities Act"). This Prospectus omits certain
of the information contained in the Registration Statement in accordance
with the rules and regulations of the Commission. Reference is hereby
made to the Registration Statement and related exhibits for further
information with respect to the Company and the Common Stock.
Statements contained herein concerning the provisions of any document
are not necessarily complete and, in each instance, reference is made to
the copy of such document filed as an exhibit to the Registration
Statement or otherwise filed with the Commission. Each such statement
is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with
the Commission pursuant to the Exchange Act, are incorporated herein by
reference: (i) the Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1995; (ii) the Company's Quarterly
Reports on Form 10-QSB for the fiscal quarters ended March 31, 1996,
June 30, 1996 and September 30, 1996; (iii) the description of the
Company's Common Stock set forth in its registration statement under the
Exchange Act dated June 12, 1992; and (iv) the Company's Current Report
on Form 8-K dated September 16, 1996.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of the offering
made hereby shall be deemed to be incorporated by reference herein and
to be made a part hereof from their respective dates of filing.
Information appearing herein or in any particular document incorporated
herein by reference is not necessarily complete and is qualified in its
entirety by the information and financial statements appearing in all of
the documents incorporated herein by reference and should be read
together therewith. Any statements contained in a document incorporated
or deemed to be incorporated by reference shall be deemed to be modified
or superseded to the extent that a statement contained herein or in any
other document subsequently filed or 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 of this Prospectus.
The Company will provide without charge to each person to whom a
copy of this Prospectus has been delivered, upon the written or oral
request of any such person, a copy of any of the documents incorporated
herein by reference, other than exhibits to such documents, unless such
exhibits are specifically incorporated by reference in such documents.
Requests for such copies should be directed to Superior Energy Services,
Inc., 1503 Engineers Road, Attention: Investor Relations, P.O. Box
6220, New Orleans, Louisiana 70174, telephone (504) 393-7774.
PROSPECTUS SUMMARY
This summary is qualified in its entirety by the more detailed
information and the consolidated financial statements and other
information appearing elsewhere in this Prospectus or incorporated by
reference herein.
THE COMPANY
Superior Energy Services, Inc. ("Superior" or the "Company"),
through its subsidiaries, provides specialized oil field services in the
Gulf of Mexico. The Company's services include plugging and abandoning
oil and gas wells and providing wireline services, the manufacture, sale
and rental of specialized oil well equipment and fishing tools, the
development, manufacture, sale and rental of oil and gas drilling
instrumentation and computerized rig data acquisition systems, and the
development, manufacture and sale of oil spill containment booms and
ancillary equipment.
The Company's executive offices are located at 1503 Engineers
Road, Belle Chasse, Louisiana and its telephone number at such address
is (504) 393-7774.
The Offering
Common Stock offered 6,296,251 shares
Nasdaq National Market symbol SESI
Use of proceeds(1) The Company intends to use the
net proceeds of this Offering,
if any, for general corporate
purposes. See "Use of
Proceeds."
Risk factors The Common Stock offered
hereby involves a high degree
of risk. See "Risk Factors."
_________________
(1) There can be no assurance that any of the Class A Warrants or Class
B Warrants will be exercised before they expire and, as a result, that
the Company will receive any proceeds from this Offering. Even if
exercised, the Company cannot predict when the Class A Warrants or Class
B Warrants will be exercised and the proceeds received.
RISK FACTORS
Prospective investors should carefully consider the following
factors, in addition to other information contained in or incorporated
by reference in this Prospectus, regarding an investment in the Common
Stock offered hereby.
Industry Volatility. The demand for oil field services has
traditionally been cyclical. Demand for the Company's services is
significantly affected by the number and age of producing wells and the
drilling and completion of new oil and gas wells. These factors are
affected in turn by the willingness of oil and gas operators to make
capital expenditures for the exploration, development and production of
oil and natural gas. The levels of such capital expenditures are
influenced by oil and gas prices, the cost of exploring for, producing
and delivering oil and gas, the sale and expiration dates of leases in
the United States and overseas, the discovery rate of new oil and gas
reserves, local and international political and economic conditions and
the ability of oil and gas companies to generate capital. Although the
production sector of the oil and gas industry is less immediately
affected by changing prices, and, therefore, less volatile than the
exploration sector, producers would likely react to declining oil and
gas prices by reducing expenditures, which could adversely affect the
business of the Company. No assurance can be given as to the future
price of oil and natural gas or the level of oil and gas industry
activity.
Seasonality. The businesses conducted by the Company are
subject to seasonal fluctuation. The nature of the offshore oil and gas
industry in the Gulf of Mexico is seasonal and depends in part on
weather conditions. Purchases of the Company's products and services
are also to a substantial extent, deferrable in the event oil and gas
companies reduce capital expenditures as a result of conditions existing
in the oil and gas industry or general economic downturns. Fluctuations
in the Company's revenues and costs may have a material adverse effect
on the Company's business and operations. Accordingly, the Company's
operating results may vary from quarter to quarter, depending upon
factors outside of its control.
Dependence on Oil and Gas Industry; Dependence Upon Significant
Customers. The Company's business depends in large part on the
conditions of the oil and gas industry, and specifically on the capital
expenditures of the Company's customers. Purchases of the Company's
products and services are also, to a substantial extent, deferrable in
the event oil and gas companies reduce capital expenditures as a result
of conditions existing in the oil and gas industry or general economic
downturns. The Company derives a significant amount of its revenues
from a small number of independent and major oil and gas companies. The
inability of the Company to continue to perform services for a number of
its large existing customers, if not offset by sales to new or existing
customers, could have a material adverse effect on the Company's
business and operations.
Technology Risks. Sales of certain of the Company's products
are based primarily on its proprietary technology. The Company's
success in the sales of these products depends to a significant extent
on the development and implementation of new product designs and
technologies. Many of the Company's competitors and potential
competitors have more significant resources than the Company. While the
Company has patents on certain of its technologies and products, there
is no assurance that any patents secured by the Company will not be
successfully challenged by others or will protect them from the
development of similar products by others.
Intense Competition. The Company competes in highly
competitive areas of the oil field business. The volatility of oil and
gas prices has led to a consolidation of the number of companies
providing services similar to the Company. This reduced number of
companies competes intensely for available projects. Many of the
competitors of the Company are larger and have greater financial and
other resources than the Company. Although the Company believes that it
competes on the basis of technical expertise and reputation of service,
there can be no assurance that the Company will be able to maintain its
competitive position.
Potential Liability and Insurance. The operations of the
Company involve the use of heavy equipment and exposure to inherent
risks, including blowouts, explosions and fire, with attendant
significant risks of liability for personal injury and property damage,
pollution or other environmental hazards or loss of production. The
equipment that the Company sells and rents to customers are also used to
combat oil spills. Failure of this equipment could result in property
damage, personal injury, environmental pollution and resulting damage.
Litigation arising from a catastrophic occurrence at a location where
the Company's equipment and services are used may in the future result
in large claims. The frequency and severity of such incidents affect
the Company's operating costs, insurability and relationships with
customers, employees and regulators. Any increase in the frequency or
severity of such incidents, or the general level of compensation awards
with respect thereto, could affect the ability of the Company to obtain
projects from oil and gas operators or insurance and could have a
material adverse effect on the Company. In addition, no assurance can
be given that the Company will be able to maintain adequate insurance in
the future at rates it considers reasonable.
Laws and Regulations. The Company's business is significantly
affected by laws and other regulations relating to the oil and gas
industry, by changes in such laws and by changing administrative
regulations. The Company cannot predict how existing laws and
regulations may be interpreted by enforcement agencies or court rulings,
whether additional laws and regulations will be adopted, or the effect
such changes may have on it, its businesses or financial condition.
Federal and state laws require owners of non-producing wells to plug the
well and remove all exposed piping and rigging before the well is
abandoned. A decrease in the level of enforcement of such laws and
regulations in the future would adversely affect the demand for the
Company's services and products. Numerous state and federal laws and
regulations affect the level of purchasing activity of oil containment
boom and consequently the Company's business. There can be no assurance
that a decrease in the level of enforcement of laws and regulations in
the future would not adversely affect the demand for the Company's
products.
Environmental Regulation. The Company believes that its
present operations substantially comply with applicable federal and
state pollution control and environmental protection laws and
regulations and that compliance with such laws has had no material
adverse effect upon its operations to date. No assurance can be given
that environmental laws will not, in the future, materially adversely
affect the Company's operations and financial condition.
Shares Eligible for Future Sale. As of the date of this
Prospectus, the Company had approximately 18.6 million shares of Common
Stock outstanding, of which approximately 6.2 million have been
registered under the Securities Act and generally are freely
transferable, (other than shares acquired by "affiliates" of the Company
as such term is defined by Rule 144 under the Securities Act of 1933, as
amended (the "Securities Act")). None of the remaining shares of Common
Stock issued by the Company were acquired in transactions registered
under the Securities Act and, accordingly, such shares may not be sold
except in transactions registered under the Securities Act or pursuant
to an exemption from registration. Approximately 520,000 shares of
Common Stock are eligible for sale in reliance upon exemptions from
registration. The Company is unable to estimate the number of shares
that will be sold since this will depend on the market price for the
Common Stock, the personal circumstances of the sellers and other
factors. Any future sale of substantial amounts of Common Stock in the
open market may adversely effect the market price of the Common Stock
offered hereby.
Concentration of Common Stock Ownership. The Company's
directors and executive officers and certain of their affiliates
beneficially own approximately, 55.5% of the outstanding shares of
Common Stock. Accordingly, these shareholders will have the ability to
control the election of the Company's directors and the outcome of most
other matters submitted to a vote of the Company's shareholders.
Possible Volatility of Securities Prices. The market price of
the Common Stock has in the past been, and may in the future continue to
be, volatile. A variety of events, including quarter to quarter
variations in operating results, news announcements or the introduction
of new products by the Company or its competitors, as well as market
conditions in the oil and gas industry, or changes in earnings estimates
by securities analysts may cause the market price of the Common Stock to
fluctuate significantly. In addition, the stock market in recent years
has experienced significant price and volume fluctuations which have
particularly affected the market prices of equity securities of many
companies that service the oil land gas industry and which often have
been unrelated to the operating performance of such companies. These
market fluctuations may adversely affect the price of the Common Stock.
No Dividends.The Company's Board of Directors has not paid any
dividends on its Common Stock. The Company does not expect to declare
or pay any dividends in the foreseeable future.
Potential Adverse Effect of Issuance of Preferred Stock Without
Stockholder Approval. The Company's Certificate of Incorporation
authorizes the issuance of 5,000,000 shares of preferred stock, $.01 par
value per share, with such designations, rights and preferences as may
be determined from time to time by the Board of Directors. Accordingly,
the Board of Directors is empowered, without stockholder approval, to
issue preferred stock with dividend, liquidation, conversion, voting or
other rights which could adversely affect the voting power or other
rights of the holders of the Common Stock and, in certain circumstances,
depress the market price of the Common Stock. In the event of issuance,
the preferred stock could be utilized under certain circumstances as a
method of discouraging, delaying or preventing a change in control of
the Company. There can be no assurance that the Company will not issue
shares of preferred stock in the future. See "Description of
Securities."
Key Personnel. The Company depends to a large extent on the
abilities and continued participation of the its executive officers and
key employees. The loss of the services of any of these persons would
have a material adverse effect on the Company's business and
operations.
Forward-Looking Statements
This Prospectus contains, or incorporates by reference, certain
forward-looking statements concerning the Company's operations, economic
performance and financial condition, including in particular, the
integration of the Company's recent and pending acquisitions into the
Company's existing operations. Such statements are subject to various
risks and uncertainties. Actual results could differ materially from
those currently anticipated due to a number of factors, including those
identified under "Risk Factors" and elsewhere in this Prospectus.
USE OF PROCEEDS
The net proceeds to the Company, if any, from the Offering will be
up to $25.4 million. The Company will use the net proceeds of the
Offering, if any, for working capital and other general corporate
purposes. There can be no assurance that any of the Class A or Class B
Warrants will be exercised before such Warrants expire and, as a result,
that the Company will receive any proceeds from this Offering. Even if
exercised, the Company cannot predict when the Class A or Class B
Warrants will be exercised and the proceeds received.
PLAN OF DISTRIBUTION
The Common Stock offered hereby is being offered by the Company
exclusively to the holders of the Company's Class A and Class B
Warrants. The Company does not have any agreement with any underwriter
or other party for the distribution of the Common Stock offered hereby.
The Common Stock is being offered by the Company through this
Prospectus, and no commissions or other remuneration will be paid to any
person for soliciting the exercise of the Class A and Class B Warrants
and the sale of the Common Stock.
Certain persons who acquire Common Stock upon exercise of the
Class A and Class B Warrants may be deemed to be "issuers" under the
Securities Act of 1933, as amended (the "Securities Act"), because of
their relationship with the Company ("Affiliates") and, therefore, may
be required to deliver a copy of this Prospectus, including a Prospectus
Supplement, to any person who purchases shares of Common Stock acquired
by such Affiliate through exercise of the Class A and/or Class B
Warrants ("Restricted Shares"). In addition, any broker or dealer
participating in any distribution of the Restricted Shares may be deemed
to be an underwriter within the meaning of the Securities Act and,
therefore, may be required to deliver a copy of this Prospectus,
including a Prospectus Supplement, to any person who purchases any
Restricted Shares from or through such broker or dealer.
LEGAL MATTERS
The legality of the Common Stock offered hereby will be passed
upon for the Company by Jones, Walker, Waechter, Poitevent, Carrere &
Denegre L.L.P., New Orleans, Louisiana.
EXPERTS
The consolidated financial statements of Superior as of and for
the two years ended December 31, 1995 incorporated by reference herein
have been audited by KMPG Peat Marwick L.L.P., independent certified
public accountants, as indicated in their report with respect thereto,
and have been incorporated by reference herein in reliance upon the
authority of such firm as experts in accounting and auditing. The
report of KPMG Peat Marwick L.L.P. covering Superior's consolidated
financial statements refers to the adoption in 1995 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.
The financial statements of Dimensional Oil Field Services, Inc.
as of and for the year ended December 31, 1995 incorporated by reference
herein have been audited by KMPG Peat Marwick L.L.P., independent
certified public accountants, as indicated in their report with respect
thereto, and have been incorporated by reference herein in reliance upon
the authority of such firm as experts in accounting and auditing.
Future audited financial statements of the Company and the reports
thereon of the Company's independent public accounts will also be
incorporated by reference in this prospectus in reliance upon the
authority of those accountants as experts in giving those reports to the
extent set firm has audited those financial statements and consented to
the use of their reports thereon.
No dealer, salesperson
or any other person has been
authorized to give any
information or to make any
representation other than is
contained in this Prospectus,
and, if given or made, such
information or representation
must not be relied upon as
having been authorized by
Superior. Neither the 6,296,251 Shares
delivery of this Prospectus
nor any sale made hereunder
shall under any circumstances Superior Energy
create any implication that Services, Inc.
there has been no change in
the affairs of Superior since
any of the dates as to which
information is furnished
herein or since the date
hereof. This Prospectus does
not constitute an offer to Common Stock
sell or a solicitation of an
offer to buy any of the
securities offered hereby to
any person or in any
jurisdiction in which such
offer or solicitation is not
authorized or in which the ______________
person making the offer or
solicitation is not qualified PROSPECTUS
to do so, or to make such ______________
offer or solicitation in such
jurisdiction.
____________________
January 15, 1997
TABLE OF CONTENTS
Page
Available Information 2
Incorporation of Certain
Documents by Reference 2
Prospectus Summary 3
Risk Factors 4
Use of Proceeds 6
Plan of Distribution 6
Legal Matters 6
Experts 6
________________
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the various expenses in
connection with the sale and distribution of the securities
being registered. All of the amounts shown are estimated
except the Securities and Exchange Commission registration
fee.
SEC registration fee $ 100
Blue sky fees and expenses 5,000
Legal fees and expenses 15,000
Miscellaneous 4,900
____________
Total $ 30,000
============
The Company will bear all of the foregoing fees and expenses.
Item 15. 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. Article Tenth of the Company's Certificate of
Incorporation, a copy of which is filed as Exhibit 4.1 and incorporated
herein by reference, provides 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 affect 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 Section 102(b) of the GCL.
Item 16. Exhibits.
3.1 - Composite of the Company's Certificate of Incorporation.*
3.2 - Composite of the Company's By-laws.*
3.3 - Stock Certificate (filed as an exhibit to Amendment No. 6 to
the Company's registration statement on Form SB-2 (Registration
No. 33-94454) and incorporated herein by reference).
5 - Opinion of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P.*
23.1 - Consent of KPMG Peat Marwick L.L.P. regarding the Company.*
23.2 - Consent of KMPG Peat Marwick L.L.P. regarding Dimensional Oil
Field Services, Inc.*
23.3 - Consent of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P. (included in Exhibit 5).*
24 - Power of Attorney.*
*Previously filed.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) (a) 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 this 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 this
registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in this
registration statement or any material change to such
information in this registration statement;
Provided, however, that paragraphs (1)(a)(i) and (1)(a)(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 small business issuer pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
this registration statement.
(b) 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.
(c) 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.
(2) If the small business issuer will offer the securities to
existing security holders under warrants or rights and the small
business issuer will reoffer to the public any securities not taken by
security holders, with any modifications that suit the particular case,
the small business issuer will supplement the prospectus, after the end
of the subscription period, to include the results of the subscription
offer, the transactions by the underwriters during the subscription
period, the amount of unsubscribed securities that the underwriter will
purchase and the terms of any later reoffering. If the underwriters
make any public offering of the securities on terms different from those
on the cover page of the prospectus, the small business issuer will file
a post-effective amendment to state the terms of such offering.
(3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the small business issuer pursuant to the
provisions described under Item 15 above, or otherwise, the small
business issuer 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 small business issuer of expenses incurred or paid by
a director, officer or controlling person of the small business issuer
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 small business issuer 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.
(4) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this Registration Statement in reliance upon
Rule 430A and contained in a form of prospectus filed by the small
business issuer pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this Registration Statement
as of the time it was declared effective.
(5) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus 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.
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-3 and has duly caused
this post-effective amendment No. 1 on Form S-3 to the registration
statement on Form SB-2 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Belle Chasse, State of
Louisiana, on January 15, 1997.
SUPERIOR ENERGY SERVICES, INC.
By: /s/ Terence E. Hall
___________________________
Terence E. Hall
Chairman of the Board,
Chief Executive Officer and
President
Signature Title Date
/s/ Terence E. Hall Chairman of the Board, January 15,1997
___________________ Chief Executive Officer and President
Terence E. Hall (Principal Executive Officer)
* Chief Financial Officer January 15,1997
___________________ Principal Financial Officer
Robert S. Taylor and Accounting Officer
* Director January 15,1997
______________________
Ernest J. Yancey, Jr.
* Director January 15,1997
______________________
James E. Rayannack
* Director January 15, 1997
_______________________
Richard J. Lazes
* Director January 15, 1997
________________________
Kenneth C. Boothe
* Director January 15, 1997
__________________________
Bradford Small
* Director January 15, 1997
__________________________
Justin L. Sullivan
By: /s/ Terence E. Hall
____________________________
Attorney-in-fact
