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As filed with the Securities and Exchange Commission on October , 1998
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HANOVER COMPRESSOR COMPANY
(Exact name of Registrant as specified in its charter)
DELAWARE 75-2344249
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
12001 NORTH HOUSTON ROSSLYN
HOUSTON, TEXAS 77086
(Address, including zip code, of registrant's principal executive offices)
1992 STOCK COMPENSATION PLAN
1993 MANAGEMENT STOCK OPTION PLAN
1993 SENIOR EXECUTIVE STOCK OPTION PLAN
1995 AMENDED AND RESTATED HANOVER COMPRESSOR COMPANY INCENTIVE OPTION PLAN
1995 MANAGEMENT OPTION PLAN
1995 EMPLOYEE STOCK OPTION PLAN
1996 EMPLOYEE STOCK OPTION PLAN
1997 STOCK OPTION PLAN
1998 STOCK OPTION PLAN
(Full title of the plans)
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Copy to:
MICHAEL J. McGHAN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
HANOVER COMPRESSOR COMPANY
12001 NORTH HOUSTON ROSSLYN
HOUSTON, TEXAS 77086
(281) 447-8787
(Name, address and telephone number, including area code of agent for service)
RICHARD S. MELLER, ESQ.
NEAL, GERBER & EISENBERG
TWO NORTH LASALLE STREET
CHICAGO, ILLINOIS 60602
(312) 269-8000
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Proposed maximum Proposed maximum
Amount to be offering price per aggregate offering Amount of registration
Title of securities to be registered registered (1) share (3) price (3) fee
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<S> <C> <C> <C> <C>
Common Stock, par value $.001 per share 2,945,534 shares (2) $21.94 $64,625,016 $19,064.38
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</TABLE>
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(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended,
there are also being registered such indeterminate number of shares of
the Registrant's Common Stock as may be issued in respect of stock
splits, stock dividends and similar transactions.
(2) 14,931 of such shares are issuable upon the exercise of outstanding
options granted under the 1992 Stock Compensation Plan; 373,591 of such
shares are issuable upon the exercise of outstanding options granted
under the 1993 Management Stock Option Plan; 306,732 of such shares are
issuable upon the exercise of outstanding options under the 1993 Senior
Executive Stock Option Plan; 1,336,740 of such shares are issuable upon
the exercise of outstanding options under the 1995 Amended and Restated
Hanover Compressor Company Incentive Option Plan; 106,646 of such
shares are issuable upon the exercise of outstanding options granted
under the 1995 Senior Executive Stock Option Plan; 8,584 of such shares
are issuable upon the exercise of outstanding options granted under the
1995 Management Option Plan; 89,476 of such shares are issuable upon
the exercise of outstanding options granted under the 1995 Employee
Option Plan; 51,086 of such shares are issuable upon the exercise of
outstanding options granted under the 1996 Employee Stock Option Plan;
798,778 of such shares are issuable upon the exercise of outstanding
options under the 1997 Stock Option Plan and 165,702 of such shares
are issuable upon the exercise of outstanding options under the
1998 Stock Option Plan.
(3) Estimated solely for the purposes of calculating the registration fee
in accordance with Rule 457(h) under the Securities Act of 1933, as
amended, and based on the average of the high and low prices ($21.94)
of the Registrant's Common Stock as reported on The New York Stock
Exchange Composite Tape on October 19, 1998.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not required to be filed with this Registration Statement.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with this Registration Statement.*
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* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as
amended, and the Note to Part I of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this
Registration Statement:
a. The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997 (the "1997 Form 10-K") filed with the
Securities and Exchange Commission (the "Commission") under the
Securities Exchange Act of 1934, as amended (the "Exchange Act");
b. The quarterly reports on Form 10-Q for the quarters ended
March 31, 1998 and June 30, 1998 and the Form 8-K for July 22, 1998
filed by the Registrant pursuant under the Exchange Act; and
c. The description of the Registrant's Common Stock contained
in the Registrant's Registration Statement on Form 8-A (File No.
1-13071), including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
of the shares of the Registrant's Common Stock offered hereby have been sold or
which deregisters all of such shares 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 or information contained herein or in any document all or
part of which is incorporated or deemed to be incorporated by reference in this
Registration Statement shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement or information
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference in this Registration Statement modifies
or supersedes such statement or information. Any such statement or information
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Common Stock offered hereby is being
passed upon for the Company and the Selling Stockholders by Neal, Gerber &
Eisenberg, Chicago, Illinois. Richard S. Meller, the Secretary of the Company,
is a partner of Neal, Gerber & Eisenberg, the Company's legal counsel. In
addition, certain partners of, and attorneys associated with and/or of counsel
to Neal, Gerber & Eisenberg beneficially own shares of the Common Stock.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Delaware law, a corporation may indemnify any person who was or
is a party or is threatened to be made a party to an action (other than an
action by or in the right of the corporation) by reason of his service as a
director of officer of the corporation, or his service, at the corporation's
request, as a director, officer, employee or agent of another corporation or
other enterprise, against expenses (including attorneys' fees) that are actually
and reasonably incurred by him ("Expenses"), and judgments, fines and amounts
paid in settlement that are actually and reasonably incurred by him, in
connection with the defense or settlement of such action; provided that he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was unlawful.
Although Delaware law permits a corporation to indemnify any person referred to
above against Expenses in connection with the defense or settlement of an action
by or in the right of the corporation, provided that he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the corporation's
best interests, if such person has been judged liable to the corporation,
indemnification is only permitted to the extent that the adjudicating court (or
the court in which the action was brought) determines that, despite the
adjudication of liability, such person is entitled to indemnity for such
Expenses as the court deems proper. The determination as to whether a person
seeking indemnification has met the required standard of conduct is to be made
(1) by a majority vote of a quorum of disinterested members of the board of
directors, or (2) by independent legal counsel in a written opinion, if such a
quorum does not exist or if the disinterested directors so direct, or (3) by the
stockholders. The General Corporation Law of Delaware also provides for
mandatory indemnification of any director, officer, employee or agent against
Expenses to the extent such person has been successful in any proceeding covered
by the statute. In addition, the General Corporation Law of Delaware provides
for the general authorization of advancement of a director's or officer's
litigation expenses in lieu of requiring the authorization of such advancement
by the board of directors in specific cases, and that indemnification and
advancement of expenses provided by the statute shall not be deemed exclusive of
any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement or otherwise.
The Company's Restated Certificate of Incorporation provides that the
Company shall indemnify its directors and officers and advance expenses incurred
by its directors and officer in defending any civil, commercial, administrative
or investigative action, suit or proceeding, in accordance with and to the
fullest extent permitted by Delaware law.
The Company has also entered into agreements to indemnify its directors
and certain of its officers, in addition to the indemnification provided for in
the Company's Restated Certificate of Incorporation and By-laws. These
agreements, among other things, will indemnify the Company's directors and
officers for all direct and indirect expenses and costs (including, without
limitation, all reasonable attorneys' fees and related disbursements, other
out-of-pocket costs and reasonable compensation for time spent by such persons
for which they are not otherwise compensated by the Company or any third person)
and liabilities of any type whatsoever (including, but not limited to,
judgments, fines and
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settlement fees) actually and reasonably incurred by such person in connection
with either the investigation, defense, settlement or appeal of any threatened,
pending or completed action, suit or other proceeding, including any action by
or in the right of the corporation, arising out of such person's services as a
director, officer, employee or other agent of the Company, any subsidiary of the
Company or any other company or enterprise to which the person provides services
at the request of the Company. The Company believes that these provisions and
agreements are necessary to attract and retain talented and experienced
directors and officers.
The Company maintains liability insurance for the benefit of its
directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The shares of Common Stock issued under the Plans have been issued
without registration under the Securities Act of 1933, as amended, in reliance
on Section 4(2) of the Securities Act.
ITEM 8. EXHIBITS.
The Exhibits to this Registration Statement are listed in the Index to
Exhibits on page E-1 of this Registration Statement, which Index is incorporated
herein by reference.
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, as amended;
(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; and
(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
with or furnished to the Securities and Exchange Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, as amended, that are incorporated by reference
in the Registration Statement.
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(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, 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, as amended, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934, as amended (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, as amended), that is incorporated
by reference in the Registration Statement shall be deemed to be 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, as amended, may be permitted to directors, officer and
controlling persons of the Registrant pursuant to the provisions described in
Item 6 above 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 Securities Act of 1933, as amended, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933, as amended, and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Houston, Texas on
October 19, 1998.
HANOVER COMPRESSOR COMPANY,
a Delaware corporation
By: /s/ MICHAEL J. MCGHAN
--------------------------------
Michael J. McGhan
President and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael A. O'Connor, Michael J. McGhan,
Curtis Bedrich, William S. Goldberg, and Richard S. Meller, and each of them,
his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities to sign this Registration Statement, and any and all amendments
(including post-effective amendments) to this Registration Statement and any
additional registration statement pursuant to Rule 462(b), and to file the same
with all exhibits thereto, and other documents in connection therewith, and
generally to do all such things in his name and behalf in any and all capacities
to enable Hanover Compressor Company to comply with the applicable provisions of
the Securities Act of 1933, as amended, and all requirements of the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT AND POWER OF ATTORNEY HAS BEEN SIGNED ON OCTOBER 19,
1998 BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED:
<TABLE>
<CAPTION>
Signature Title
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<S> <C>
/s/ MICHAEL J. MCGHAN President and Chief Executive
- ----------------------------- Officer (Principal Executive) Officer) and Director
Michael J. McGhan
/s/ CURTIS BEDRICH Chief Financial Officer and
- ----------------------------- Treasurer (Principal Financial and Accounting Officer)
Curtis Bedrich
/s/ TED COLLINS, JR. Director
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Ted Collins, Jr.
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<TABLE>
<S> <C>
/s/ ROBERT R. FURGASON Director
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Robert R. Furgason
/s/ WILLIAM S. GOLDBERG Director
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William S. Goldberg
/s/ CARL M. KOUPAL, JR. Director
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Carl M. Koupal, Jr.
/s/ MELVYN N. KLEIN Director
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Melvyn N. Klein
/s/ MICHAEL A. O'CONNOR Director
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Michael A. O'Connor
/s/ ALVIN V. SHOEMAKER Director
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Alvin V. Shoemaker
</TABLE>
By: /s/ MICHAEL J. MCGHAN
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Michael J. McGhan
under power of attorney
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INDEX TO EXHIBITS
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EXHIBIT NO. DESCRIPTION
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4.1 Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3.1 to the
Registration Statement (File No. 333-27953) on Form S-1, as
amended, filed by Hanover Compressor Company under the
Securities Act of 1933, as amended (the "S-1")
4.2 Amended and Restated By-Laws of the Company (Incorporated by
reference to Exhibit 3.2 to the S-1)
4.3 Certificate of Amendment of Certificate of Incorporation of
the Company filed March 8, 1996 (Incorporated by reference to
Exhibit 3.3 to the S-1)
4.4 Second Certificate of Amendment of Certificate of
Incorporation of the Company filed June 24, 1992 (incorporated
by reference to Exhibit 3.4 to the S-1)
4.9* Second Amended and Restated Pledge Agreement, dated as of
December 19, 1995, made by Hanover Compressor Company in favor
of The Chase Manhattan Bank (formerly known as Chemical Bank)
as Collateral Trustee
4.10* Form of Warrant Agreement
4.11* Specimen Stock Certificate
4.12* Form of Second Amended and Restated Stockholders Agreement of
Hanover Compressor Company dated as of June, 1997
4.13* Form of Amended and Restated Stockholders Agreement (JEDI)
May, 1997
4.14* Form of Amended and Restated Stockholders Agreement (Westar
Capital, Inc.) dated as of May, 1997
4.15* Form of Amended and Restated Stockholders Agreement (HEHC)
dated as of May, 1997
5.1 Opinion of Neal, Gerber & Eisenberg, counsel to Hanover
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Neal, Gerber & Eisenberg (included in Exhibit 5.1)
24.1 Powers of Attorney (included on the signature pages to the
Registration Statement)
</TABLE>
* Incorporated by reference to the corresponding numbered Exhibit to
the S-1.
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EXHIBIT 5.1
October 19, 1998
The Board of Directors
Hanover Compressor Company
12001 North Houston Rosslyn
Houston Texas 77086
Re: Hanover Compressor Company
Registration Statement on Form S-8
Gentlemen:
We are counsel to Hanover Compressor Company, a Delaware corporation
(the "Corporation"), and in such capacity we have assisted in the preparation
and filing with the Securities and Exchange Commission under the Securities Act
of 1993, as amended, the Corporation's Registration Statement on Form S-8 (the
"Registration Statement") relating to the issuance from time to time by the
Corporation of up to an additional 2,945,534 shares of the Corporation's common
stock, $.001 par value per share (the "Common Stock"), pursuant to the 1992
Stock Compensation Plan, 1993 Management Stock Option Plan, 1993 Senior
Executive Stock Option Plan, 1995 Amended and Restated Hanover Compressor
Company Incentive Option Plan, 1995 Management Option Plan, 1995 Employee Stock
Option Plan, 1996 Employee Stock Option Plan, 1997 Stock Option Plan and
1998 Stock Option Plan (collectively, the "Plans").
As such counsel, we have examined the Plans, the Corporation's Amended
and Restated Certificate of Incorporation, as amended, the Amended and Restated
By-laws of the Corporation, the minute books of the Corporation and such other
papers, documents and certificates of public officials and certificates of
officers of the Corporation as we have deemed relevant and necessary as the
basis for the opinions hereinafter expressed. In such examinations, we have
assumed the genuineness of all signatures and the authenticity of all documents
submitted to us as originals and the conformity to original documents of all
documents submitted to us as conformed or photostatic copies.
Based on the foregoing, we are of the opinion that:
1. The issuance from time to time by the Corporation of up to an
additional 2,057,873 shares of Common Stock pursuant to the Plans, as
described in the prospectus delivered to participants in the Plan (the
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Securities and Exchange Commission
October 19, 1998
Page 2
"Prospectus"), has been duly and validly authorized by all necessary
corporate action on the part of the Corporation.
2. When issued and paid for as described in the Prospectus and in
accordance with the Plans, the additional 2,945,534 shares available
for issuance under the Plan will be duly and validly issued and
outstanding, fully paid and non-assessable shares of Common Stock.
We hereby consent to filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption
"Interests of Named Experts and Counsel" in Item 5 of Part II of the
Registration Statement.
Please be advised that certain partners of, attorneys associated with
and/or of counsel to our firm beneficially own shares of Common Stock. In
addition, please note that Richard S. Meller, a partner of our firm, is the
Secretary of the Corporation.
The opinions expressed above are limited to Delaware General
Corporation Law and the federal laws of the United States, and are limited to
the specific legal matters expressly addressed herein. No opinion is expressed
with respect to the laws of any other jurisdiction or any legal matter not
addressed herein.
This opinion speaks only as of the date hereof and we undertake no
obligation to update this opinion.
Very truly yours,
NEAL, GERBER & EISENBERG
BJR:rv
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EXHIBIT 23.1
CONSENT
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February 12, 1998
appearing on page 36 of Hanover Compressor Company's Annual Report on Form 10-K
for the year ended December 31, 1997.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Houston, Texas
October 19, 1998
