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REGISTRATION NO. 33-
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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
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WESTERN ATLAS INC.
(Exact name of issuer as specified in its charter)
DELAWARE 95-3899675
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
360 NORTH CRESCENT DRIVE
BEVERLY HILLS, CALIFORNIA 90210-4867
(Address of Principal Executive Offices including Zip Code)
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WESTERN ATLAS INC. 1996 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
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NORMAN L. ROBERTS
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
WESTERN ATLAS INC.
360 NORTH CRESCENT DRIVE
BEVERLY HILLS, CALIFORNIA 90210-4867
(Name and address of agent for service)
(310) 888-2700
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED (1) PER SHARE (2) OFFERING PRICE (2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock,
$1 par value 2,500,000 $48.07815 $120,195,312.50 $41,446.66
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</TABLE>
(1) In addition to this amount, such indeterminate amount of additional
shares as may become issuable pursuant to the anti-dilution provisions of
the Plan. The amount to be registered represents the registrant's estimate
of the maximum number of shares which are or will become available for
issuance under the terms of the Plan from the date of filing of this
Registration Statement through December 31, 2006.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and Rule 457(c) on the basis of 85% of the average
of the high and low prices for the Registrant's Common Stock on the New
York Stock Exchange on June 24, 1996, estimated to be the maximum offering
price under the Plan.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
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* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with
Rule 428 under the Securities Act of 1933 and the Note to Part I of Form
S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934 (the "Exchange Act") are hereby incorporated by reference in this
Registration Statement:
(1) Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.
(2) Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1996.
(3) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 10 filed with the Commission
pursuant to the Exchange Act on October 12, 1993, as amended on December
13, 1993, January 19, 1994, February 9, 1994, and March 2, 1994.
All documents filed by the Registrant with the Commission 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
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 made a part hereof from their respective dates of
filing (such documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents"); provided, however, that the documents
enumerated above or subsequently filed by the Registrant under such Sections of
the Exchange Act in each year during which the offering made by this
Registration Statement is in effect prior to the filing with the Commission of
the Registrant's Annual Report on Form 10-K covering such year shall not be
Incorporated Documents or be incorporated by reference in this Registration
Statement or be a part hereof from and after the filing of such Annual Report on
Form 10-K.
Any statement contained in an Incorporated Document 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
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
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ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Common Stock offered pursuant to the Registration
Statement has been passed upon for the Registrant by Norman L. Roberts, Senior
Vice President and General Counsel of the Registrant, 360 North Crescent Drive,
Beverly Hills, California 90210. Mr. Roberts owns no shares of Common Stock of
the Registrant but holds options to purchase 62,000 of such shares.
The consolidated balance sheet of the Registrant as of December 31,
1995, and 1994, and the related consolidated and combined statements of
operations and cash flows for fiscal years ended December 31, 1995, and 1994,
five months ended December 31, 1993, and year ended July 31, 1993, which have
been incorporated in this Registration Statement on Form S-8 by reference, have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
report dated February 13, 1996, which is also incorporated herein, and has been
so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Reference is made to Article SIXTH, Section 2, of the Restated
Certificate of Incorporation of the Registrant, as amended, and to Section 145
of the General Corporation Law of the State of Delaware as set forth below.
Article SIXTH, Section 2, of the Restated Certificate of Incorporation
of the Registrant, as amended, provides as follows:
"Section 2 INDEMNIFICATION AND INSURANCE
"(a) RIGHT TO INDEMNIFICATION. Each person who was or is made a
party or is threatened to be made a party to or is involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that
he or she, or a person of whom he or she is the legal representative, is
or was a director or officer of the Corporation or is or was serving at
the request of the Corporation as a director, officer, employee or agent
of another corporation or of a partnership, joint venture, trust or
other enterprise, including service with respect to employee benefit
plans maintained or sponsored by the Corporation, whether the basis of
such proceeding is alleged action in an official capacity as a director,
officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by the
Delaware General Corporation Law, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent that
such amendment permits the Corporation to provide broader
indemnification rights than said Law permitted the Corporation to
provide prior to such amendment), against all expense, liability and
loss (including attorneys' fees, judgments, fines, excise taxes pursuant
to the Employee Retirement Income Security Act of 1974 or penalties and
amounts paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection therewith and such indemnification
shall continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of his or her heirs,
executors and administrators; provided, however, that, except as
provided in paragraph (b) hereof, the Corporation shall indemnify any
such person seeking indemnification in connection with a
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proceeding (or part thereof) initiated by such person only if such
proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation. The right to indemnification conferred in this Section
shall be a contract right and shall include the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that, if the
Delaware General Corporation Law requires, the payment of such expenses
incurred by a director or officer in his or her capacity as a director
or officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer, including, without
limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding, shall be made only upon delivery to the
Corporation of an undertaking, by or on behalf of such director or
officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be
indemnified under this Section or otherwise. The Corporation may, by
action of its Board of Directors, provide indemnification to employees
and agents of the Corporation with the same scope and effect as the
foregoing indemnification of directors and officers.
"(b) RIGHT OF CLAIMANT TO BRING SUIT. If a claim under
paragraph (a) of this Section is not paid in full by the Corporation
within thirty days after a written claim has been received by the
Corporation, the claimant may at any time thereafter bring suit against
the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be
paid also the expense of prosecuting such claim. It shall be a defense
to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has not met the standard
of conduct which makes it permissible under the Delaware General
Corporation Law for the Corporation to indemnify the claimant for the
amount claimed, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board
of Directors, independent legal counsel, or its stockholders) to have
made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because
he or she has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the
Corporation (including its Board of Directors, independent legal
counsel, or its stockholders) that the claimant has not met such
applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable
standard of conduct.
"(c) NON-EXCLUSIVITY OF RIGHTS. The right to indemnification
and the payment of expenses incurred in defending a proceeding in
advance of its final disposition conferred in this Section shall not be
exclusive of any other right which any person may have or hereafter
acquire under any statute, provision of this Restated Certificate of
Incorporation, by-law, agreement, vote of stockholders or disinterested
directors or otherwise.
"(d) INSURANCE. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent
of the Corporation or any person serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans
maintained or sponsored by the Corporation, against any such expense,
liability or loss, whether or not the Corporation would have the power
to indemnify such person against such expense, liability or loss under
the Delaware General Corporation Law."
Section 145 of the General Corporation Law of Delaware provides as follows:
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"145 INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND
AGENTS; INSURANCE
"(a) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right
of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was
unlawful.
"(b) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or was
a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense
or settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only
to the extent that the Court of Chancery or the court in which such
action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the Court of Chancery or such other
court shall deem proper.
"(c) To the extent that a director, officer, employee or agent
of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections (a)
and (b) of this section, or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.
"(d) Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct
set forth in subsections (a) and (b) of this section. Such
determination shall be made (1) by a majority vote of the directors who
are not parties to such action, suit or proceeding, even though less
than a quorum, or (2) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion,
or (3) by the stockholders.
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"(e) Expenses (including attorneys' fees) incurred by an officer
or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the corporation
in advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that
he is not entitled to be indemnified by the corporation as authorized in
this section. Such expenses (including attorneys' fees) incurred by
other employees and agents may be so paid upon such terms and
conditions, if any, as the board of directors deems appropriate.
"(f) The indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections of this section 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, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action
in another capacity while holding such office.
"(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether
or not the corporation would have the power to indemnify him against
such liability under this section.
"(h) For purposes of this section, references to "the
corporation" shall include, in addition to the resulting corporation,
any constituent corporation (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate existence
had continued, would have had power and authority to indemnify its
directors, officers, and employees or agents, so that any person who is
or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under this section with respect to the
resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.
"(i) For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on a person with respect to any
employee benefit plan; and references to "serving at the request of the
corporation" shall include any service as a director, officer, employee
or agent of the corporation which imposes duties on, or involves
services by, such director, officer, employee or agent with respect to
an employee benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner he reasonably believed to
be in the interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner "not opposed to
the best interests of the corporation" as referred to in this section.
"(j) The indemnification and advancement of expenses provided
by, or granted pursuant to, this section shall, unless otherwise
provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.
"(k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of
expenses or indemnification brought under this section or under any
bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise. The
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Court of Chancery may summarily determine a corporation's obligation to
advance expenses (including attorneys' fees).
The Registrant provides and maintains insurance covering certain
liabilities (within certain limits) of directors and officers and providing for
reimbursement for amounts paid by the Registrant as indemnification to directors
and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit
Number Description
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5 Opinion of the Registrant's General Counsel as to the legality of
securities offered under the Western Atlas Inc. 1996 Employee
Stock Purchase Plan.
10 Western Atlas Inc. 1996 Employee Stock Purchase Plan.
23(a) Independent Auditors' Consent, Deloitte & Touche LLP.
23(b) Consent of Counsel (contained in the opinion of the Registrant's
General Counsel, Exhibit 5 hereto).
24 Power of Attorney of Directors and Certain Officers.
ITEM 9. UNDERTAKINGS
(1) The undersigned registrant hereby undertakes:
(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 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 end 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 a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
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(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 (1)(a)(i) and (1)(a)(ii) do not apply
if the registration statement is on Form S-3, Form S-8 or Form F-3 and
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by, or furnished
to the Commission by, the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the 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; and
(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) The undersigned registrant hereby undertakes that, for the purpose
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.
(3) 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 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.
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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
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 Beverly Hills, State of California, on the 25th day
of June, 1996.
WESTERN ATLAS INC.
BY: ALTON J. BRANN*
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ALTON J. BRANN
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
/s/ VIRGINIA S. YOUNG
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*By Virginia S. Young, Attorney-in-Fact
S-1
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated and on the 25th day of June, 1996.
SIGNATURES: TITLE:
- ---------- -----
PRINCIPAL EXECUTIVE OFFICER:
CHAIRMAN OF THE BOARD AND
ALTON J. BRANN* CHIEF EXECUTIVE OFFICER; DIRECTOR
- ------------------------------
ALTON J. BRANN
PRINCIPAL FINANCIAL OFFICER
VICE CHAIRMAN AND
JOSEPH T. CASEY* CHIEF FINANCIAL OFFICER; DIRECTOR
- ------------------------------
JOSEPH T. CASEY
PRINCIPAL ACCOUNTING OFFICER
CHARLES A. CUSUMANO* VICE PRESIDENT AND CONTROLLER
- ------------------------------
CHARLES A. CUSUMANO
PAUL BANCROFT, III* DIRECTOR
- ------------------------------
PAUL BANCROFT, III
WILLIAM C. EDWARDS* DIRECTOR
- ------------------------------
WILLIAM C. EDWARDS
CLAIRE W. GARGALLI* DIRECTOR
- ------------------------------
CLAIRE W. GARGALLI
ORION L. HOCH* DIRECTOR
- ------------------------------
ORION L. HOCH
STEVEN B. SAMPLE* DIRECTOR
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STEVEN B. SAMPLE
/s/ VIRGINIA S. YOUNG
- ---------------------------------------
*By Virginia S. Young, Attorney-in-Fact
S-2
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EXHIBIT 5
[LETTERHEAD OF
NORMAN L. ROBERTS]
June 24, 1996
Board of Directors
Western Atlas Inc.
360 North Crescent Drive
Beverly Hills, CA 90210
Registration Statement on Form S-8
Western Atlas Inc. 1996 Employee Stock Purchase Plan
----------------------------------------------------
Dear Sirs and Madam:
As Senior Vice President and General Counsel of Western Atlas Inc., a
Delaware corporation (the "Company"), I have examined the Restated Certificate
of Incorporation, as amended, and By-laws of the Company, its minute books and
other corporate records, certain proceedings taken by the Company's Board of
Directors to authorize the adoption of the Western Atlas Inc. 1996 Employee
Stock Purchase Plan (the "Plan") and the issuance and sale of shares of the
Company's $1 par value Common Stock ("Common Stock") pursuant to the Plan, and
such laws, rules, regulations, and other matters as I have deemed necessary or
appropriate in connection with the following opinion.
Based on such examination and authorization, I am of the opinion that
the Company has been duly organized and is a validly existing corporation under
the laws of the State of Delaware.
I am further of the opinion that the Plan was duly adopted by the Board
of Directors of the Company on June 19, 1996. It is my opinion that the
issuance and sale of up to 2,500,000 additional shares of Common Stock (such
number subject to adjustment as provided in the Plan), in accordance with the
provisions of the Plan, has been duly authorized by all necessary corporate
proceedings; and, when issued in accordance with the terms of the Plan, the
aforesaid shares of Common Stock will be duly and validly issued, fully paid,
and nonassessable.
<PAGE>
I am familiar with the Registration Statement being filed on Form S-8
pursuant to the Securities Act of 1933, as amended, relating to a maximum of
2,500,000 shares of Common Stock (subject to adjustment in accordance with the
terms of the Plan) which may be issuable under the Plan (such number of shares
representing management's estimate of the maximum number of shares which are or
will become available for issuance under the terms of the Plan from the date of
filing of such Registration Statement through December 31, 2006), and hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of my name, and the statements made with respect to me,
in Item 5 of the Registration Statement under the caption "Interests of Named
Experts and Counsel."
Very truly yours,
/s/ NORMAN L. ROBERTS
--------------------------
Norman L. Roberts
NLR:gcf
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EXHIBIT 10
WESTERN ATLAS INC.
1996 EMPLOYEE STOCK PURCHASE PLAN
1. ESTABLISHMENT OF PLAN.
Western Atlas Inc., a Delaware corporation (the "Company"), proposes to
grant options ("Options") for purchase of the Company's common stock, $1 par
value ("Common Stock"), to eligible employees of the Company and its Designated
Subsidiaries (as hereinafter defined) pursuant to this 1996 Employee Stock
Purchase Plan (this "Plan"). For purposes of this Plan, "parent corporation"
and "subsidiary" (collectively, "Subsidiaries") shall have the same meanings as
"parent corporation" and "subsidiary corporation" set forth in Sections 424(e)
and 424(f), respectively, of the Internal Revenue Code of 1986, as amended (the
"Code"). The Company intends this Plan to qualify as an "employee stock
purchase plan" under Section 423 of the Code (including any amendments or
successor provisions to such Section), and this Plan shall be so construed. Any
term not expressly defined in this Plan but defined for purposes of Section 423
of the Code shall have the same definition therein.
2. STOCK SUBJECT TO PLAN.
A total of 2,500,000 shares of the Common Stock is reserved for issuance
under this Plan. Such number shall be subject to adjustments effected in
accordance with Section 16 of this Plan. Any shares of Common Stock that have
been made subject to an Option that cease to be subject to the Option (other
than by means of exercise of the Option), including,
<PAGE>
without limitation, in connection with the cancellation or termination of an
Option, shall again be available for issuance in connection with future grants
of Options under this Plan.
3. PURPOSE.
The purpose of this Plan is to provide employees of the Company and its
designated subsidiaries, as that term is defined in Section 5 of this Plan
("Designated Subsidiaries"), with a convenient means of acquiring an equity
interest in the Company through payroll deductions, to enhance such employees'
sense of participation in the affairs of the Company and Subsidiaries, and to
provide an incentive for continued employment.
4. ADMINISTRATION.
This Plan shall be administered by a committee (the "Committee")
appointed by the Company's Board of Directors (the "Board") consisting of at
least two members of the Board, each of whom is a Disinterested Person as
defined in Rule 16b-3(d) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") (unless the General Counsel of the Company shall have
rendered a written opinion to the Board that such composition of the Committee
is not required for the exemption under Rule 16b-3 to be available with respect
to purchases of Common Stock under the Plan), which shall be the Compensation
Committee of the Board if it satisfies such requirements. Subject to the
provisions of this Plan and the limitations of Section 423 of the Code or any
successor provision in the Code, the Committee shall have exclusive authority,
in its discretion, to determine all matters relating to Options granted under
this Plan, including all terms, conditions, restrictions, and limitations of
Options; provided, however, that all participants
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granted Options under an offering pursuant to this Plan shall have the same
rights and privileges within the meaning of Code Section 423(b)(5) except as
required by applicable law. The Committee shall also have exclusive authority
to interpret this Plan and may from time to time adopt rules and regulations of
general application for this Plan's administration. The Committee's exercise of
discretion and interpretation of this Plan, its rules and regulations, and all
actions taken and determinations made by the Committee pursuant to this Plan
shall be conclusive and binding on all parties involved or affected. The
Committee may delegate administrative duties to such of the Company's officers
or employees as it so determines (provided that no such delegation may be made
that would cause the purchase of Common Stock by participants under this Plan to
cease to be exempt from Section 16(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")). All expenses incurred in connection with the
administration of this Plan shall be paid by the Company and the Designated
Subsidiaries; provided, however, that the Committee may require a participant to
pay any costs or fees in connection with the sale by the participant of shares
of Common Stock acquired under this Plan or in connection with the participant's
request for the issuance of a certificate for shares of Common Stock held in the
participant's account under the Plan.
5. ELIGIBILITY.
Any employee of the Company or the Designated Subsidiaries is eligible
to participate in the Plan for any Offering Period (as hereinafter defined)
under this Plan except the following:
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(a) employees who have not been continuously employed by the Company
or Subsidiaries from the date of hire or rehire or of return from an unapproved
leave of absence for a period of at least one year before the beginning of such
Offering Period;
(b) employees who are customarily employed for less than 20 hours per
week;
(c) employees who are customarily employed for not more than five
months in a calendar year;
(d) employees who, together with any other person whose stock would
be attributed to such employee pursuant to Section 424(d) of the Code, own stock
or hold options to purchase stock possessing five percent or more of the total
combined voting power or value of all classes of stock of the Company or any of
its Subsidiaries or who, as a result of being granted Options under this Plan
would own stock or hold options to purchase stock possessing five percent or
more of the total combined voting power or value of all classes of stock of the
Company or any of its Subsidiaries;
(e) employees whose employment terms are covered by a collective
bargaining agreement in situations where the applicable union or other
collective bargaining unit has either refused to bargain with respect to this
Plan as an employee benefit or has considered this Plan as a potential employee
benefit and has rejected this Plan or has otherwise
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determined that employees which such union or other bargaining unit represents
may not participate in this Plan; and
(f) employees who are citizens of a foreign country which prohibits
foreign corporations from granting stock options to any of its citizens.
For all purposes of this Plan, the term Designated Subsidiaries shall
mean those Subsidiaries listed on Annex A to this Plan or Subsidiaries which may
hereafter be determined by the Committee or the Board to be Designated
Subsidiaries. A Designated Subsidiary will cease to be a Designated Subsidiary
on the earlier of (i) the date the Committee or the Board determines that such
Subsidiary is no longer a Designated Subsidiary or (ii) such Designated
Subsidiary ceases for any reason to be a "parent corporation" or "subsidiary
corporation" as defined in Sections 424(e) and 424(f), respectively, of the
Code.
6. OFFERING PERIODS.
The offering periods of this Plan (individually, an "Offering Period")
shall be of periods not to exceed the maximum period permitted by Section 423 of
the Code. Until determined otherwise by the Committee or the Board, (a)
Offering Periods shall commence on January 1 and July 1 of each calendar year,
provided, however, that the first Offering Period shall begin on September 1,
1996, and (b) each Offering Period, with the exception of the initial Offering
Period which shall consist of one four-month purchase period, shall consist of
one six-month purchase period (individually, a "Purchase Period") during which
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payroll deductions of the participants are accumulated under this Plan. The
first day of each Offering Period is referred to as the "Offering Date." The
last day of each Purchase Period is referred to as the "Purchase Date." Subject
to the requirements of Section 423 of the Code, the Committee or the Board shall
have the power to change the duration of Offering Periods or Purchase Periods
with respect to future offerings if such change is announced at least 30 days
prior to the first day of the first Offering Period to be affected by such
change.
7. PARTICIPATION IN THIS PLAN.
Eligible employees may become participants in an Offering Period under
this Plan on the first Offering Date after satisfying the eligibility
requirements by delivering an enrollment form provided by the Company to the
administrator for this Plan at the division of the Company or the Designated
Subsidiary by which the participant is employed ("Division Plan Administrator")
not later than the 15th day of the month (or if such day is not a business day
for the Company or the applicable Subsidiary, on the immediately preceding
business day) before such Offering Date unless a later time for filing the
enrollment form authorizing payroll deductions is set by the Committee for all
eligible employees with respect to a given Offering Period. Once an employee
becomes a participant in the Plan with respect to an Offering Period, such
employee will automatically participate in the Offering Period commencing
immediately following the last day of the prior Offering Period unless the
employee withdraws from this Plan or terminates further participation in the
Offering Period as set forth in Sections 13 and 14 below. Such participant is
not required to file any additional enrollment form in order to continue
participation in this Plan, except that the Committee may require the filing of
new
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enrollment cards by participants who transfer to another division of the Company
or a Designated Subsidiary.
8. GRANT OF OPTION ON ENROLLMENT.
Enrollment by an eligible employee in this Plan with respect to an
Offering Period will constitute the grant by the Company to such employee of an
Option to purchase on the Purchase Date up to that number of shares of Common
Stock of the Company, and any fraction of a share, determined by dividing (a)
the amount accumulated in such employee's payroll deduction account during the
Purchase Period ending on such Purchase Date by (b) the Purchase Price as that
term is defined in Section 9; provided, however, that the number of shares which
may be purchased pursuant to an Option may in no event exceed (i) the number
determined by dividing the amount of $12,500 by the fair market value (as
defined in Section 9) of a share of Common Stock on the first day of the
Offering Period or (ii) such other maximum number of shares as may be specified
in the future by the Board or Committee in lieu of the limitation contained in
clause (i).
9. PURCHASE PRICE.
The purchase price per share (the "Purchase Price") at which a share of
Common Stock will be sold in any Purchase Period shall initially be the LOWER of
(a) 85 percent of the fair market value of such share on the first day of the
Offering Period in which such Purchase Period occurs or (b) 85 percent of the
fair market value of such share on the Purchase Date; provided, however, that in
no event may the purchase price per share of Common Stock be below the par value
per share of Common Stock.
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For purposes of this Plan, the term "fair market value" on a given date
shall be the mean between the highest and lowest reported sales prices of the
Common Stock on the New York Stock Exchange Composite Tape or, if the Common
Stock is not listed on such exchange, any other national securities exchange on
which the Common Stock is listed or on NASDAQ. If there is no reported sale
price of the Common Stock on such date, then the "fair market value" shall be
measured on the next preceding trading day for which such reported sale price is
available. If there is no regular trading market for the Common Stock, the fair
market value of the Common Stock shall be as determined by the Committee in its
sole discretion, exercised in good faith. The Committee may change the manner
in which the Purchase Price is determined with respect to future offerings
(provided such determination does not have the effect of lowering the Purchase
Price to an amount less than that which would be computed utilizing the method
for determining the Purchase Price set forth in the first paragraph of this
Section 9) if such changed manner of computation is announced at least 30 days
prior to the first day of the first Offering Period to be affected by such
change.
10. PURCHASE OF SHARES; CHANGES IN PAYROLL DEDUCTIONS; ISSUANCE OF SHARES.
(a) Funds contributed by each participant for the purchase of shares
under this Plan shall be accumulated by regular payroll deductions made during
each Offering Period. The deductions shall be made as a percentage of the
participant's Compensation in 1 percent increments comprising not less than 1
percent and not more than 8 percent of
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Compensation. As used herein, "Compensation" shall mean all base salary, wages,
cash bonuses, commissions, and overtime; provided, however, that, for purposes
of determining a participant's Compensation, any election by such participant to
reduce his or her regular cash remuneration under Sections 125 or 401(k) of the
Code shall be treated as if the participant did not make such election.
"Compensation" does not include severance pay, hiring and relocation allowances,
pay in lieu of vacation, automobile allowances, imputed income arising under any
Company group insurance or benefit program, income received in connection with
stock options, or any other special items of remuneration. Payroll deductions
shall commence on the first payday following the Offering Date and shall
continue through the last payday of the Offering Period unless sooner altered or
terminated as provided in this Plan.
(b) A participant may lower (but not increase) the rate of payroll
deductions during an Offering Period by filing with the Division Plan
Administrator a new authorization for payroll deductions, in which case the new
rate shall become effective for the next payroll period commencing more than 15
days after the Division Plan Administrator's receipt of the authorization and
shall continue for the remainder of the Offering Period unless changed as
described below. Such change in the rate of payroll deductions may be made at
any time during an Offering Period, but not more than one change may be made
effective during any Offering Period. Notwithstanding the foregoing, a
participant may lower the rate of payroll deductions to zero for the remainder
of the Offering Period. A participant may increase or decrease the rate of
payroll deductions for any subsequent Offering Period by filing with the
Division Plan Administrator a new authorization for payroll deductions not later
than the
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15th day of the month (or if such date is not a business day, the immediately
preceding business day) before the beginning of such Offering Period. A
participant who has decreased the rate of withholding to zero will be deemed to
continue as a participant in the Plan until the participant withdraws from the
Plan in accordance with the provisions of Section 13 or his or her participation
is terminated in accordance with the provisions of Section 14. A participant
shall have the right to withdraw from this Plan in the manner set forth in
Section 13 regardless of whether the participant has exercised his or her right
to lower the rate at which payroll deductions are made during the applicable
Offering Period.
(c) All payroll deductions made for a participant will be credited to
his or her account under this Plan and deposited with the general funds of the
Company. No interest will accrue on payroll deductions. All payroll deductions
received or held by the Company may be used by the Company for any corporate
purpose, and the Company shall not be obligated to segregate such payroll
deductions.
(d) On each Purchase Date, provided that the participant has not
terminated employment in accordance with Section 14 or has not submitted to the
Division Plan Administrator a signed and completed withdrawal form, in either
case on or before the 15th day (or if such date is not a business day, on the
immediately preceding business day) of the last month of the Offering Period in
accordance with Section 10(b) or Section 13 of this Plan, or the Plan has not
been terminated prior to the date referred to in the foregoing clause, the
Company shall apply the funds then in the participant's account to the purchase
at the Purchase Price of whole and any fractional share of Common Stock issuable
under
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the Option granted to such participant with respect to the Offering Period to
the extent that such Option is exercisable on the Purchase Date.
(e) During a participant's lifetime, such participant's Option to
purchase shares hereunder is exercisable only by him or her. The participant
will have no interest or voting right in shares covered by his or her Option
until such Option has been exercised.
11. LIMITATIONS ON RIGHTS TO PURCHASE.
(a) No employee shall be granted an Option to purchase Common Stock
under this Plan at a rate which, when aggregated with his or her rights to
purchase stock under all other employee stock purchase plans of the Company or
any Subsidiary which is intended to meet the requirements of Code Section 423,
exceeds $25,000 in fair market value, determined as of the applicable date of
the grant of the Option, for each calendar year in which the employee
participates in this Plan (or any other employee stock purchase plan described
in this Section 11(a)).
(b) The number of shares which may be purchased by any employee on a
Purchase Date may not exceed the number of shares determined by dividing the sum
of $12,500 by the fair market value (as defined in Section 9) of a share of
Common Stock on the first day of the Offering Period in which such Purchase Date
occurs or, in the event the Committee or Board may specify a different
limitation to be applied in lieu of the foregoing limitation, then the number
of shares which may be purchased by any employee on a Purchase Date may not
exceed such other limitation.
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(c) If the number of shares to be purchased on a Purchase Date by all
employees participating in this Plan exceeds the number of shares then available
for issuance under this Plan, then the Company will make a pro rata allocation
of the remaining shares in as uniform a manner as shall be reasonably
practicable and as the Committee shall determine to be equitable. In such
event, the Company shall give written notice of such reduction of the number of
shares to be purchased under a participant's Option to each participant affected
thereby.
(d) Any payroll deductions accumulated in a participant's account
which are not used to purchase stock due to the limitations in this Section 11
shall be returned to the participant as soon as practicable after the end of the
applicable Purchase Period without interest.
12. EVIDENCE OF STOCK OWNERSHIP.
(a) Promptly following each Purchase Date, the number of full and
fractional shares of Common Stock purchased by each participant shall be
deposited into an account established in the participant's name at a stock
brokerage or other financial services firm designated or approved by the
Committee (the "Plan Financial Agent"). A participant shall be free to
undertake a disposition (whether by way of sale, gift, or other transfer) of the
shares in his or her account at any time, but, in the absence of such a
disposition, the shares must remain in the participant's account at the Plan
Financial Agent until the holding period set forth in Code Section 423(a) has
been satisfied. With respect to full (but not fractional)
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shares for which the Code Section 423(a) holding period has been satisfied,
the participant may move those shares to another brokerage account of the
participant's choosing or request that a stock certificate for full (but not
fractional) shares be issued and delivered to him or her. In the event a
participant or former participant shall have an account balance of less than
one full share with the Plan Financial Agent as of the first day of any
Offering Period for which such participant has elected not to participate in
the Plan, the Plan Financial Agent shall cause such fractional share to be
sold as promptly as possible and the cash proceeds from such sale to be paid
to the account holder.
(b) Following termination of a participant's employment for any
reason, the participant shall have a period of 60 days to notify the Plan
Financial Agent whether such participant desires (i) to receive a certificate
representing all full shares then in the participant's account with the Plan
Financial Agent and cash in lieu of any fractional share interest or (ii) to
sell the shares, including any fractional share, in the participant's account
through the Plan Financial Agent. If the terminated participant fails to file
such notice with the Plan Financial Agent within 60 days after termination, he
or she shall be deemed to have elected the alternative set forth in clause (i)
above. However, the participant shall not in any event receive a certificate
representing shares with respect to which the Code Section 423(a) holding period
has not been satisfied until such holding period has been satisfied.
13. WITHDRAWAL.
(a) Each participant may withdraw from an Offering Period under this
Plan by signing and delivering to the Division Plan Administrator a written
notice to that effect on a
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form provided for such purpose. Such withdrawal may be elected at any time on
or prior to the 15th day of the last month (or if such date is not a business
day, the immediately preceding business day) of an Offering Period.
(b) Upon withdrawal from this Plan, the accumulated payroll
deductions of the participant not theretofore utilized for the purchase of
shares of Common Stock on a Purchase Date shall be returned to the withdrawn
participant, without interest, and his or her participation in this Plan shall
terminate. In the event a participant voluntarily elects to withdraw from this
Plan, he or she may not resume his or her participation in this Plan during the
same Offering Period, but he or she may participate in any subsequent Offering
Period by filing a new authorization for payroll deductions in the same manner
as set forth above for initial participation in this Plan.
14. TERMINATION OF EMPLOYMENT; LEAVE OF ABSENCE.
Termination of a participant's employment for any reason, including
retirement, death, or the failure of a participant to remain an eligible
employee, immediately terminates his or her participation in this Plan. In such
event, except as provided in Section 15, the payroll deductions credited to the
participant's account will be returned to him or her or, in the case of his or
her death, to his or her beneficiary or heirs, without interest. For purposes
of this Section 14, an employee will not be deemed to have terminated employment
or failed to remain in the continuous employ of the Company in the case of any
leave of absence approved by the Committee.
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15. RETURN OF PAYROLL DEDUCTIONS.
In the event a participant's interest in this Plan is terminated by
withdrawal, termination of employment, or otherwise, or in the event this Plan
is terminated by the Board, the Company shall promptly deliver to the
participant all contributions of the participant to the Plan which have not yet
been applied to the purchase of stock unless such termination of participation
occurs later than the 15th day of the final month of the Offering Period (or if
such date is not a business day, on the preceding business day), in which event
such contributions will be utilized to purchase Common Stock for the
participant. No interest shall accrue on the payroll deductions of a
participant in this Plan.
16. CAPITAL CHANGES.
In the event that at any time or from time to time a stock dividend,
stock split, spin-off, combination or exchange of shares, recapitalization,
merger, consolidation, distribution to stockholders other than a normal cash
dividend, or other change in the Company's corporate or capital structure
results in (a) the outstanding shares of Common Stock or any securities
exchanged therefor or received in their place being exchanged for a different
number or class of securities of the Company or of any other corporation or (b)
new, different, or additional securities of the Company or of any other
corporation being received by the holders of shares of Common Stock, then the
Committee, in its sole discretion, shall make such equitable adjustments as it
shall deem appropriate in the circumstances in the maximum number and kind of
shares of stock subject to this Plan as set forth in Sections 1 and 2, the
number and kind of shares subject to outstanding Options, and the Purchase
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Price. The determination by the Committee as to the terms of any of the
foregoing adjustments shall be conclusive and binding.
17. NONASSIGNABILITY.
Neither payroll deductions credited to a participant's account nor any
rights with regard to the exercise of an Option or to receive shares under this
Plan may be assigned, transferred, pledged, or otherwise disposed of in any way
(other than by will, the laws of descent and distribution, or as provided in
Section 24 hereof) by the participant. Any such attempt at assignment,
transfer, pledge, or other disposition shall be void and without effect.
18. REPORTS AND STATUS OF ACCOUNTS.
Individual accounts will be maintained by the Plan Financial Agent for
each participant in this Plan. The participant shall have all ownership rights
with respect to shares of Common Stock held in his or her account by the Plan
Financial Agent, including the right to vote such shares and to receive any
dividends or distributions which may be declared thereon by the Board. The Plan
Financial Agent shall send to each participant promptly after the end of each
Purchase Period a report of his or her account setting forth with respect to
such Purchase Period the total payroll deductions accumulated, the number of
whole and any fractional share purchased, and the per share price thereof, and
also setting forth the total number of shares (including any fractional share)
then held in his or her account. Neither the Company nor any Designated
Subsidiary shall have any liability for any error or discrepancy in any such
report.
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19. NO RIGHTS TO CONTINUED EMPLOYMENT; NO IMPLIED RIGHTS.
Neither this Plan nor the grant of any Option hereunder shall confer any
right on any employee to remain in the employ of the Company or any Subsidiary
or restrict the right of the Company or any Subsidiary to terminate such
employee's employment. The grant of any Option hereunder during any Offering
Period shall not give a participant any right to similar grants thereafter.
20. EQUAL RIGHTS AND PRIVILEGES.
All eligible employees shall have equal rights and privileges with
respect to this Plan except as required by applicable law so that this Plan
qualifies as an "employee stock purchase plan" within the meaning of Section
423 or any successor provision of the Code and the related regulations. Any
provision of this Plan which is inconsistent with Section 423 or any successor
provision of the Code shall, without further act or amendment by the Company,
the Board, or the Committee, be reformed to comply with the requirements of
Section 423. This Section 20 shall take precedence over all other provisions in
this Plan.
21. NOTICES.
All notices or other communications by a participant to the Company
under or in connection with this Plan shall be deemed to have been duly given
when received in the form specified by the Company at the location, or by the
person, designated by the Company for the receipt thereof.
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22. AMENDMENT OF PLAN.
This Plan may be amended by the stockholders of the Company. The Board
may also amend this Plan in such respects as it shall deem advisable; however,
stockholder approval will be required for any amendment that will increase the
total number of shares as to which Options may be granted under this Plan, or,
but for such shareholder approval, cause this Plan to fail to continue to
qualify as an "employee stock purchase plan" under Section 423 of the Code or
cause the purchase of shares thereunder to fail to be exempt from the provisions
of Section 16(b) of the Exchange Act.
23. TERMINATION OF THE PLAN.
The Company's stockholders or the Board may suspend or terminate this
Plan at any time. Unless this Plan shall theretofore have been terminated by
the Company's stockholders or the Board, this Plan shall terminate on, and no
Options shall be granted after, December 31, 2006. No Options shall be granted
during any period of suspension of this Plan.
24. DESIGNATION OF BENEFICIARY.
(a) A participant may file a written designation of a beneficiary who
is to receive any shares and cash, if any, from the participant's account under
this Plan in the event of such participant's death prior to delivery to him or
her (or to the Plan Financial Agent on his or her behalf) of such shares and
cash.
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(b) Such designation of beneficiary may be changed by the participant
at any time by written notice. In the event of the death of a participant and
in the absence of a beneficiary validly designated under this Plan who is living
at the time of such participant's death, the Company shall deliver such shares
or cash to the executor or administrator of the estate of the participant, or if
no such executor or administrator has been appointed (to the knowledge of the
Company), the Company, in its discretion, may deliver such shares or cash to the
spouse or to any one or more dependents or relatives of the participant or, if
no spouse, dependent, or relative is known to the Company, to such other person
as the Company may in good faith determine to be the appropriate designee.
25. CONDITIONS UPON ISSUANCE OF SHARES; LIMITATION ON SALE OF SHARES.
Shares shall not be issued with respect to an Option unless the exercise
of such Option and the issuance and delivery of such shares pursuant thereto
shall comply with all applicable provisions of law, domestic or foreign,
including, without limitation, the Securities Act of 1933, as amended, the
Exchange Act, the rules and regulations promulgated thereunder, and the
requirements of any stock exchange or automated quotation system upon which the
shares may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.
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26. EFFECTIVE DATE.
This Plan shall become effective on June 19, 1996, and shall be
submitted to the stockholders for approval thereof no later than one year
thereafter. In the event the stockholders have not approved this Plan within
such one-year period, this Plan shall thereupon terminate; all then outstanding
Options shall be cancelled and cease to be in effect; all amounts deducted from
the Compensation of participants and not theretofore applied to the purchase of
shares of Common Stock shall be refunded without interest; and all full shares
held by the Plan Financial Agent for the accounts of participants shall be
delivered to the respective participants and all fractional share interests
shall be sold for the accounts of the participants by the Plan Financial Agent
and the proceeds of such sale distributed to the participants entitled thereto.
27. GOVERNING LAW.
Except to the extent that provisions of this Plan are governed by
applicable provisions of the Code or any other substantive provision of federal
law, this Plan shall be construed in accordance with, and shall be governed by,
the substantive laws of the State of Delaware without regard to any provisions
of Delaware law relating to the conflict of laws.
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WESTERN ATLAS INC.
1996 Employee Stock Purchase Plan
Designated Subsidiaries
Canadian Western Atlas Inc.
Grand Design, Inc.
Intermec Corporation
Intermec/Ultra Print Inc.
J. S. McNamara Company
M M & E, Inc.
Western Atlas International, Inc.
ANNEX A
<PAGE>
EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Western Atlas Inc. on Form S-8 of our report dated February 13, 1996,
appearing in the Annual Report on Form 10-K of Western Atlas Inc. for the
year ended December 31, 1995 and to the reference to us under the heading
"Interests of Named Experts and Counsel" in the Registration Statement.
Deloitte & Touche LLP
Los Angeles, California
June 25, 1996
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
------------------------------------
WESTERN ATLAS INC.
1996 EMPLOYEE STOCK PURCHASE PLAN
----------------------------------------------
The undersigned, Directors and/or Officers of WESTERN ATLAS INC., a
Delaware corporation (the "Company"), hereby constitute and appoint Alton J.
Brann, Norman L. Roberts, and Virginia S. Young, or any one of them, their true
and lawful attorneys-in-fact, with full power of substitution and
resubstitution, for each of the undersigned and in his or her name, place, and
stead, in any and all capacities, to do any and all acts and execute any and all
instruments which the said attorneys may deem necessary or advisable to enable
the Company to comply with the Securities Act of 1933, as amended, and any rules
and regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities Act of
1933 of an aggregate of 2,500,000 shares of the Common Stock, $1 par value, of
the Company which may be issued and sold pursuant to the terms of the Western
Atlas Inc. 1996 Employee Stock Purchase Plan (together with such indeterminate
number of additional shares as may become issuable pursuant to the anti-dilution
provisions of such Plan), including specifically, but without limiting the
generality of the foregoing, the power and authority to sign the name of each of
the undersigned in his or her capacity as Director and/or Officer of the Company
to one or more Registration Statements to be filed with the Securities and
Exchange Commission with respect thereto, to any and all amendments, including
post-effective amendments, to the said Registration Statements, and to any and
all instruments and documents filed as a part of or in connection with the said
Registration Statements or amendments thereto; hereby ratifying and confirming
all that the said attorneys-in-fact, or any of them, has done, shall do, or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this power of
attorney this 19th day of June, 1996.
/s/ Paul Bancroft, III /s/ William C. Edwards
- ----------------------------------- -----------------------------------
Paul Bancroft, III William C. Edwards
/s/ Alton J. Brann /s/ Claire W. Gargalli
- ----------------------------------- -----------------------------------
Alton J. Brann Claire W. Gargalli
/s/ Joseph T. Casey /s/ Orion L. Hoch
- ----------------------------------- -----------------------------------
Joseph T. Casey Orion L. Hoch
/s/ Charles A. Cusumano /s/ Steven B. Sample
- ----------------------------------- -----------------------------------
Charles A. Cusumano Steven B. Sample
