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As filed with the Securities and Exchange Commission on January 9, 2001
Registration No. _____-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
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
incorporation or organization) Identification No.)
12001 North Houston Rosslyn
Houston, Texas 77086
(Address of principal executive offices)
_________________
APPLIED PROCESS SOLUTIONS INCORPORATED AMENDED 1998 STOCK OPTION PLAN (the
"Plan")
_________________
Copy to:
MICHAEL J. McGHAN RICHARD S. MELLER
President and Chief Executive Officer Latham & Watkins
Hanover Compressor Company Sears Tower
12001 North Houston Rosslyn Suite 5800
Houston, Texas 77086 Chicago, Illinois 60606
(281) 447-8787 (312) 876-6521
(Name, address, including zip code, and
telephone number, including area code, of
agent for service)
_________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================
Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Registered/1/ Offering Price Aggregate Registration
Per Share/2/ Offering Price Fee
<S> <C> <C> <C> <C>
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Common Stock, par value $.001 per share 127,813 $12.88 $1,646,231.44 $412.00
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</TABLE>
____________________________________
/1/ Represents the number of outstanding options granted under the Plan.
/2/ Solely for purposes of computing the registration fee pursuant to Rule
457(h), the Proposed Maximum Aggregate Offering Price Per Share is based
upon the weighted average exercise price per share ($12.88) of outstanding
options
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PART I
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.
PART II
Item 3. Incorporation of Documents by Reference
The documents listed below have been filed by Hanover Compressor Company, a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") and are incorporated in this Registration
Statement by reference:
a. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 (the "1999 10-K");
b. The Definitive Proxy Statements filed April 19, 2000 and June 6, 2000;
c. The Company's Quarterly Report on Form 10-Q for the quarters ended
March 31, 2000; June 30, 2000; September 30, 2000;
d. Current Reports on Form 8-K filed on May 5, 2000, May 23, 2000, June
7, 2000, July 13, 2000, July 19, 2000, September 14, 2000, November 9, 2000,
November 13, 2000 and November 22, 2000;
e. All other reports filed by the Company pursuant to Section 13(a) and
15(d) of the Securities Exchange Act of 1934 since the end of the Company's
fiscal year ended December 31, 1999; and
f. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-1 filed on April 11, 1997 pursuant to
Section 12 of the Securities Exchange Act of 1934.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 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 be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing such documents.
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Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein, or in any other subsequently filed document that also is or is
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 of this Registration
Statement.
Item 4. Description of Securities
Not required to be filed with this Registration Statement.
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 by Latham & Watkins, Chicago, Illinois. Richard S. Meller,
the Secretary of the Company, is of counsel at Latham & Watkins.
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 or
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 interest, 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) determine 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 that 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
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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 officer 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 whatever (including, but not limited to, judgments, fines and
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
Not applicable.
Item 8. Exhibits
4.1 Applied Process Solutions Incorporated Amended 1998 Stock Option Plan
4.2 Form of Amendment to Stock Option Agreements under Applied Process
Solutions Incorporated Amended 1998 Stock Option Plan
5.1 Opinion of Latham & Watkins, counsel to Hanover
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of PricewaterhouseCoopers LLP
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24.1 Power of Attorney (included in the signature page to the Registration
Statement)
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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
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)(ii) and (a)(1)(iii) shall
not apply to information 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 this
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.
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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 that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, 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 Securities Act of 1933 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 and will be governed by the final adjudication of
such issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
--------------
1933, as amended, 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 Houston, Texas, on
December 18, 2000.
HANOVER COMPRESSOR COMPANY
By: /s/ MICHAEL J. MCGHAN
________________________________
Michael J. McGhan
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, hereby constitutes and appoints Michael A. O'Connor, Michael J. McGhan,
William S. Goldberg, and Richard S. Meller, and each acting alone, his true and
lawful attorneys-in-fact and agents, with full power of resubstitution and
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments or supplements 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 attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing necessary or appropriate to be done with respect to
this Registration Statement or any amendments or supplements hereto 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, each acting alone, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in their
respective capacities with Hanover Compressor Company and on the dates
indicated.
<TABLE>
<CAPTION>
Signatures Titles Date
---------- ------ ----
<S> <C> <C>
/s/ Ted Collins, Jr. Director December 18, 2000
_________________________
Ted Collins, Jr.
/s/ Robert R. Furgason Director December 18, 2000
_________________________
Robert R. Furgason
/s/ William S. Goldberg Director December 18, 2000
_________________________
William S. Goldberg
/s/ Melvyn N. Klein Director December 18, 2000
_________________________
Melvyn N. Klein
/s/ Michael A. O'Connor Director December 18, 2000
_________________________
Michael A. O'Connor
/s/ Alvin V. Shoemaker Director December 18, 2000
_________________________
Alvin V. Shoemaker
</TABLE>
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HANOVER COMPRESSOR COMPANY
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description of Exhibit Numbered Page
------ ---------------------- -------------
<C> <S> <C>
4.1 Applied Process Solutions Incorporated Amended 1998 Stock
Option Plan
4.2 Form of Amendment to Stock Option Agreement Under Applied
Process Solutions Incorporated Amended 1998 Stock Option Plan
5.1 Opinion of Latham & Watkins
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (included in the signature page to the
Registration Statement).
</TABLE>
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