As filed with the Securities and Exchange Commission on March 31, 2000.
Registration No. 333-________
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 OR ORGANIZATION) IDENTIFICATION NO.)
1105 PETERS ROAD
HARVEY, LOUISIANA 70058
(ADDRESS, INCLUDING ZIP CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
SUPERIOR ENERGY SERVICES, INC. 1999 STOCK INCENTIVE PLAN
SUPERIOR ENERGY SERVICES, INC. DIRECTORS' STOCK PLAN
(FULL TITLE OF THE PLANS)
__________
ROBERT S. TAYLOR
CHIEF FINANCIAL OFFICER
1105 PETERS ROAD
HARVEY, LOUISIANA 70058
(504) 362-4321
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copy to:
WILLIAM B. MASTERS
JONES, WALKER, WAECHTER, POITEVENT, CARRERE & DENEGRE, L.L.P.
201 ST. CHARLES AVENUE
NEW ORLEANS, LOUISIANA 70170-5100
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price offering registration
to be registered registered(1) per unit price fee
<S> <C> <C> <C> <C>
Common Stock 2,532,617 shares $5.75(2) $14,562,547 $ 3,845.00
($.001 par value per share) 3,421,710 shares $7.50(3) $25,662,825 $ 6,775.00
---------- ----------
5,954,327 shares $10,620.00
</TABLE>
(1) Includes 5,929,327 shares issuable under the 1999 Stock Incentive Plan and
25,000 shares issuable under the Directors' Stock Plan. 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.
(2) The exercise price of options granted under the 1999 Stock Incentive Plan.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) 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 March 27, 2000.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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-K for the fiscal year
ended December 31, 1999 filed pursuant to Section 13 of the Securities
Exchange Act of 1934 (the "1934 Act");
(b) All other reports filed by the Company with the Commission
pursuant to Section 13 of the 1934 Act since December 31, 1999; and
(c) The description of the Company's Common Stock set forth in its
registration statement under the 1934 Act on Form 8-A/A filed October 29,
1997.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment that indicates that all securities offered have been sold or that
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.
The Company's Certificate of Incorporation (the "Certificate")
contains provisions eliminating the personal liability of the directors to
the Company and its stockholders for monetary damages for breaches of their
fiduciary duties as directors to the fullest extent permitted by the
Delaware General Corporation Law. By virtue of these provisions, under
current Delaware law a director of the Company will not be personally
liable for monetary damages for a breach of his or her fiduciary duty
except for liability for (a) a breach of his or her duty of loyalty to the
Company or to its stockholders, (b) acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law, (c)
dividends or stock repurchases or redemptions that are unlawful under
Delaware law and (d) any transaction from which he or she receives an
improper personal benefit. In addition, the Certificate provides that if
Delaware law is amended to authorize the further elimination or limitation
of the liability of a director, then the liability of the directors shall
be eliminated or limited to the fullest extent permitted by Delaware law,
as amended. These provisions pertain only to breaches of duty by directors
as directors and not in any other corporate capacity, such as officers, and
limit liability only for breaches of fiduciary duties under Delaware
corporate law and not for violations of other laws such as the federal
securities laws.
The Certificate also requires the Company to indemnify its directors,
officers, employees and agents to the fullest extent permitted by the
Delaware General Corporation Law against certain expenses and costs,
judgments, settlements and fines incurred in the defense of any claim,
including any claim brought by or in the right of the Company, to which
they were made parties by reason of being or having been directors,
officers, employees and agents.
In addition, each of the Company's directors has entered into an
indemnity agreement with the Company, pursuant to which the Company has
agreed under certain circumstances to purchase and maintain directors' and
officers' liability insurance. The agreements also provide that the
Company will indemnify the directors against any costs and expenses,
judgments, settlements and fines incurred in connection with any claim
involving a director by reason of his position as a director that are in
excess of the coverage provided by such insurance; provided that the
director meets certain standards of conduct. Under the indemnity
agreements, the Company is not required to purchase and maintain directors'
and officers' liability insurance if, in the reasonable judgment of the
Board of Directors, there is insufficient benefit to the Company from the
insurance.
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 LLP.
23.2 Consent of Ernst & Young L.L.P.
23.3 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:
A. To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
B. 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 of the Registration Statement) 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 the dollar value
that 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 Securities and Exchange Commission (the "Commission")
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective Registration Statement; and
C. 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)(i) and (a)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8, 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
Exchange Act 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.
(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 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 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 Harvey, Louisiana, on March 31, 2000.
SUPERIOR ENERGY SERVICES, INC.
By: /S/ TERENCE E. HALL
Terence E. Hall
Chairman of the Board,
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears immediately below constitutes and appoints Terence E. Hall and
Robert S. Taylor, and each of them acting individually, 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
necessary to be done, as fully to all intents and purposes as he might or
could do in person, hereby 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/S/ TERENCE E. HALL Director, Chairman of the Board, March 22, 2000
Terence E. Hall President, and Chief Executive Officer
(Principal Executive Officer)
/S/ ROBERT S. TAYLOR Chief Financial Officer March 31, 2000
Robert S. Taylor (Principal Financial Officer and
Principal Accounting Officer)
/S/ RICHARD A. BACHMANN Director March 31, 2000
Richard A. Bachmann
/S/ BEN A. GUILL Director March 31, 2000
Ben A. Guill
/S/ WILLIAM E. MACAULAY Director March 31, 2000
William E. Macaulay
/S/ ROBERT E. ROSE Director March 31, 2000
Robert E. Rose
/S/ JUSTIN L. SULLIVAN Director March 31, 2000
Justin L. Sullivan
</TABLE>
JONES, WALKER
WAECHTER, POITEVENT
CARRERE & DENEGRE, L.L.P.
March 31, 2000
Superior Energy Services, Inc.
1105 Peters Road
Harvey, Louisiana 70058
Gentlemen:
We have acted as counsel for Superior Energy Services, Inc., a
Delaware corporation (the "Company"), in connection with the preparation of
a Registration Statement on Form S-8 (the "Registration Statement") to be
filed by the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to the offering by the Company
of 5,929,327 shares of common stock, $.001 par value per share the "Common
Stock,"pursuant to the terms of the Superior Energy Services, Inc. 1999
Stock Incentive Plan and 25,000 shares of Common Stock pursuant to the
terms of the Superior Energy Services, Inc. Directors' Stock Plan.
Based upon the foregoing and upon our examination of such matters as
we deem necessary to furnish this opinion, we are of the opinion that the
shares covered by the Registration Statement have been duly authorized and,
when issued for at least par value upon the terms described in the Plan and
the Registration Statement, will be validly issued and outstanding, fully
paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/S/ JONES, WALKER, WAECHTER,
POITEVENT, CARRERE & DENEGRE, L.L.P.
JONES, WALKER, WAECHTER,
POITEVENT, CARRERE & DENEGRE, L.L.P.
Exhibit 23.1
The Board of Directors
Superior Energy Services, Inc.:
We consent to the use of our report incorporated herein by reference
dated February 25, 2000, with respect to the consolidated balance
sheets of Superior Energy Service, Inc. and subsidiaries as of December
31, 1999, and the related consolidated statements of operations,
changes in stockholders' equity (deficit) and cash flows for the year
then ended, and the related financial statement schedule, which appears
in the December 31, 1999 annual report on Form 10-K of Superior Energy
Services, Inc.
KPMG LLP
New Orleans, Lousiana
March 28, 2000
EXHIBIT 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Superior Energy Services, Inc.
1999 Stock Incentive Plan for the registration of 5,929,327 shares of
Common Stock of Superior Energy Services, Inc. of our report dated March
2, 1999, with respect to the consolidated financial statements of
Superior Energy Services, Inc. and subsidiaries (formerly Cardinal
Holding Corp.) included in its Annual Report (Form 10-K) for the year
ended December 31, 1999, filed with the Securities and Exchange
Commission.
Ernst & Young, LLP
New Orleans, Louisiana
March 27, 2000
