<PAGE>
As filed with the Securities and Exchange Commission on May 22, 1996.
REGISTRATION NO. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
COOPER CAMERON CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 76-0451843
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
515 Post Oak Boulevard, Suite 1200
Houston, Texas 77027
(713) 513-3300
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
FRANKLIN MYERS
515 POST OAK BOULEVARD, SUITE 1200
HOUSTON, TEXAS 77027
(713) 513-3300
(Name, address and telephone number, including area code, of agent for service)
WITH COPIES TO
T. WILLIAM PORTER
PORTER & HEDGES, L.L.P.
700 LOUISIANA STREET, 35TH FLOOR
HOUSTON, TEXAS 77002
Approximate date of commencement of proposed sale to public: As soon as
practicable after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] ________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] __________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
PROPOSED MAXIMUM PROPOSED
TITLE OF EACH CLASS OF SHARES OFFERING MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED TO BE REGISTERED PRICE PER SHARE (1) OFFERING PRICE (1) REGISTRATION FEE
==================================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share (2) 3,625,000 $44.75 $162,218,750.00 $55,938
============================================================================================================================
</TABLE>
(1) Pursuant to Rule 457(c), the registration fee is calculated based upon the
average of the high and low sale prices for the Common Stock reported by the
New York Stock Exchange on May 20, 1996.
(2) Includes preferred stock purchase rights associated with the Common Stock.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
===============================================================================
<PAGE>
EXPLANATORY NOTE
Cooper Cameron Corporation (the "Company") was incorporated in November
1994 as a wholly-owned subsidiary of Cooper Industries, Inc. ("Cooper"), and
comprises Cooper's former petroleum and industrial equipment divisions (the
"Divisions"). The Company became an independent, publicly-held enterprise
upon consummation on June 30, 1995, of a registered exchange offer by Cooper
to its own stockholders.
Under General Instructions I.A.3.(a) of Form S-3, a registrant must have
been subject to the reporting requirements of the Securities Exchange Act of
1934 (the "34 Act") for at least the 12 months immediately prior to filing on
that form, unless, as provided in General Instruction I.A.7.(b) to Form S-3,
the issuer is a "successor" registrant, in which event it is deemed to have
satisfied the 12-month reporting requirement if its predecessor met the test
at the time of succession and the registrant has continued to do so through
the Form S-3 filing date.
These eligibility criteria have been amplified by the following series of
no-action letters to define "successor" status in the context of subsidiaries
involved in spin-off transactions:
(i) Union Carbide Industrial Gases, Incorporated (avail. April 2, 1992);
(ii) Eastman Chemical Company (avail. November 24, 1993);
(iii) Alumax Inc. (avail. March 3, 1994);
(iv) The Promus Companies Incorporated (avail. April 21, 1995);
(v) Darden Restaurants, Inc. (avail. June 9, 1995);
(vi) Spring Corporation (avail. February 9, 1996); and
(vii) ITT Corporation (avail. February 21, 1996);
In summary, the no-action criteria are: (i) detailed information about
the business of the subsidiary, both financial and narrative, had been
included in the periodic reports of the parent filed under the 34 Act for more
than 12 calendar months; (ii) the parent had been current in its reporting
under the 34 Act at the time of the spin-off; (iii) the subsidiary had the
same assets, business and operations with predominantly the same operating
management as it had under the ownership of the parent; (iv) the parent
shareholders had been provided with a proxy or information statement in
connection with the spin-off distribution which contained the information
required by Form 10 under the 34 Act and (v) the stock of the subsidiary had
been registered under the 34 Act prior to the spin-off distribution.
Prior to the exchange offer, (i) the Divisions' operations had been
described for several years in Cooper's business description and included in
Cooper's consolidated financial statements on a segment reporting basis, (ii)
Cooper was current in its 34 Act reports at the time of the exchange offer and
the Company has been current in its reporting obligations since then, (iii)
the Company has the same assets, business and operations with predominantly
the same operating management as it had under Cooper's ownership, (iv)
Cooper's stockholders were provided with a Prospectus (which constituted a
part of an S-4 registration statement relating to the exchange offer)
containing at least the information required by Form 10 under the 34 Act and
(v) the Company became a reporting issuer prior to consummation of the
exchange offer under the 34 Act on June 22, 1995, upon effectiveness of its
Form 10 registration statement. Accordingly, this registration statement is
filed on Form S-3 in reliance upon General Instruction I.A.7.(b) as a
"successor" registrant.
<PAGE>
SUBJECT TO COMPLETION, DATED MAY 22, 1996
3,625,000 SHARES
COOPER CAMERON CORPORATION
COMMON STOCK
The 3,625,000 shares of common stock, par value $.01 per share (the
"Common Stock"), of Cooper Cameron Corporation (the "Company") offered hereby
are offered by a selling stockholder (see "Selling Stockholder"), and the
Company will not receive any of the proceeds from the sale of such shares.
The Common Stock is listed on the New York Stock Exchange ("NYSE") under
the symbol "RON." On May 20, 1996, the closing sale price of the Common Stock
on the NYSE was $45.25 per share.
The shares offered hereby may be sold from time to time by the Selling
Stockholder in transactions executed on the NYSE , or otherwise, either
directly or through brokers or to dealers, at market prices prevailing at the
time of sale or at prices related to such market prices, or at such other
prices as may be negotiated and agreed to by the Selling Stockholder and any
purchaser. Alternatively, the Selling Stockholder may, from time to time,
offer the Common Stock through underwriters. The Selling Stockholder, brokers
executing selling orders on behalf of the Selling Stockholder, dealers to whom
the Selling Stockholder may sell and any underwriters may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933 (the
"Securities Act"), in which event any profit represented by the excess of the
selling price over the cost of the shares sold, and any commission, discount
or concession received may be deemed to be an underwriting discount or
commission under the Securities Act. For further information concerning the
plan of distribution of the Common Stock, see "Plan of Distribution."
The expenses of this offering, estimated at $85,000, will be paid by the
Company.
-------------------
For A Discussion Of Certain Risks Of An Investment In The Common Stock,
See "Risk Factors" Which Begins On Page 3.
-------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------
The date of this Prospectus is May , 1996
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") in Washington, D.C., a Registration Statement on Form S-3
(together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act, with respect to the Common Stock offered
by this Prospectus. Certain portions of the Registration Statement have not
been included in this Prospectus. For further information, reference is made
to the Registration Statement. Statements made in this Prospectus regarding
the contents of any contract or document filed as an exhibit to the
Registration Statement are not necessarily complete and, in each instance,
reference is hereby made to the copy of such contract or document so filed.
Each such statement is qualified in its entirety by such reference.
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission. The Registration Statement, as well as such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and its regional
offices at the Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and 7 World Trade Center, Suite 1300, New York, New York 10048.
Copies of such material can be obtained at prescribed rates from the Public
Reference Section of the Commission at its principal office at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Such
materials also can be inspected at the offices of the NYSE, 20 Broad
Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been or will be filed with the
Commission by the Company, are incorporated herein by reference (i) the
Company's Annual Report on Form 10-K for the year ended December 31, 1995;
(ii) the Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1996; and (iii) any documents subsequently filed by the Company with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
prior to the termination of the offering of Common Stock hereunder. Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained
herein or in any subsequently filed document which is incorporated by
reference herein 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 Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon written or oral request, a copy of any or
all of the documents incorporated by reference as a part of the Registration
Statement, other than exhibits to such documents. Requests should be directed
to Franklin Myers, Secretary, Cooper Cameron Corporation, 515 Post Oak
Boulevard, Suite 1200, Houston, Texas 77027, telephone (713) 513-3300.
2
<PAGE>
RISK FACTORS
Prospective investors should carefully consider the following factors, as
well as the other information contained in this Prospectus.
SUSTAINABILITY OF IMPROVED OPERATING PERFORMANCES AND FINANCIAL CONDITION
The Company was split-off from the Selling Stockholder on June 30, 1995,
and thus became an independent, publicly-owned Company. Through March 31,
1996, the Company had reduced its indebtedness to third parties by
approximately $118,000,000 and improved its earnings before interest, taxes
and depreciation from that experienced in previous fiscal quarters. Such
changes were the result of a combination of an improved market environment for
the Company's goods and services, a reduction in the labor force employed by
the Company, a reduction in capital expenditures and a reduction in working
capital. Because the Company's operations are highly dependent upon the oil
and gas industry, which in previous periods has proved to be volatile, there
can be no assurance that the improvements in the Company's operations and
financial condition can be sustained at their current levels. Further, a
significant decrease in activity in the oil and gas industry could have a
material adverse affect upon the demand for the Company's products and
services and consequently the Company's results of operations as well as its
liquidity and capital resources.
INTERNATIONAL OPERATIONS
The Company derives revenues from sales to geographic locations that
include political and economic environments that are considered to be high
risk with respect to the normal conduct of business. Included in these
geographic areas are locations (such as Libya and Iran) to which the United
States government has restricted export privileges by United States companies.
Depending upon the status of the export restrictions and whether they may, as
currently contemplated, be increased, the sales and operating results of the
Company may be adversely affected. In addition, the Company encounters risk
with respect to currency exchange rate fluctuations, labor and political
disturbances, requirements as to local ownership and supply and other unique
circumstances which can adversely affect the Company's ability to do business.
As these events occur, there can be no assurance that such events will not
adversely affect the Company's results of operation and financial condition.
ACQUISITION
On March 28, 1996, the Company agreed to purchase the assets of Ingram
Cactus Company ("Ingram") for $100 million cash (subject to adjustment for
changes in working capital) and the assumption of certain operating
liabilities. Ingram manufactures and sells wellheads, surface systems, valves
and actuators used primarily in onshore oil and gas production operations.
For 1995, Ingram had revenues of $105 million and earnings before interest,
taxes, depreciation and amortization of approximately $15 million. The
transaction is presently scheduled to close in June 1996, but remains subject
to regulatory approvals and to the satisfaction of customary contractual
conditions; accordingly, there can be no assurance that the transaction will
be consummated and if it is not consummated, that the prevailing market prices
for the Company's Common Stock will not be adversely affected.
Assuming consummation of the purchase of Ingram, the Company expects to
fund such purchase through additional borrowings of approximately
$100,000,000. Based on debt and equity levels at March 31, 1996, this
additional borrowing will increase the Company's debt-to-capitalization ratio
from the current rate of 38% to approximately 46%. Although a 46% rate is
higher than what the Company believes would be appropriate for ongoing
operations on a long-term basis, the Company does not believe that its overall
liquidity will be impaired and anticipates the incremental debt related to the
purchase should be significantly reduced by the end of 1997, assuming no major
deterioration in current market conditions for the Company's products. Changes
in market conditions to lower levels, however, could detrimentally affect this
expectation and cause the Company to operate at higher debt levels than it
deems appropriate for a protracted period.
3
<PAGE>
THE COMPANY
The Company designs, manufactures, markets and services equipment used
by the oil and gas industry and industrial manufacturing companies. It is one
of the world's leading manufacturers of oil and gas pressure control
equipment, including valves, wellheads, chokes, blowout preventers and
assembled systems for oil and gas drilling, production and transmission used
in onshore, offshore and underwater applications. The Company is also a
leading manufacturer of gas turbines, centrifugal compressors, integral and
separable reciprocating engines and compressors and turbochargers utilized
principally in oil and gas production and transmission and industrial,
manufacturing and power generation applications. It also manufactures
integral gear centrifugal air compressors that provide oil-free air for use in
a variety of industrial applications. The Company operates internationally
with its equipment and services sold or utilized in approximately 115
countries; it currently has manufacturing plants and service centers in
numerous locations, including the United States, the United Kingdom, Norway,
Ireland, France, Germany, The Netherlands, Singapore, Australia, Canada,
Mexico and Argentina.
The Company was incorporated under Delaware law in November 1994,
initially as a wholly-owned subsidiary of Cooper Industries, Inc. ("Cooper")
comprising Cooper's former petroleum and industrial equipment businesses; it
became an independent, publicly-owned enterprise on June 30, 1995. The
principal executive offices of the Company are located at 515 Post Oak
Boulevard, Suite 1200, Houston, Texas 77027, and its telephone number at that
address is (713) 513-3300.
PLAN OF DISTRIBUTION
The shares offered hereby may be sold from time to time by the Selling
Stockholder in transactions executed on the NYSE or otherwise, either directly
or through brokers or to dealers, at market prices prevailing at the time of
sale or at prices related to such market prices, or at such other prices as
may be negotiated and agreed to by the Selling Stockholder and any purchaser.
Alternatively, the Selling Stockholder may, from time to time, offer the
Common Stock through underwriters. The Selling Stockholder, brokers executing
selling orders on behalf of the Selling Stockholder, dealers to whom the
Selling Stockholder may sell and any underwriters may be deemed to be
"underwriters" within the meaning of the Securities Act, in which event any
profit represented by the excess of the selling price over the cost of the
shares sold, and any commission, discount or concession received may be deemed
to be an underwriting discount or commission under the Securities Act. At the
time a particular offer of shares of Common Stock is made, to the extent
required, a supplement to this Prospectus will be distributed which will set
forth the number of shares being offered and the terms of the offering,
including the name or names of any underwriters, dealers or agents, any
discounts, commissions and other items constituting compensation and any
discounts, commissions or concessions allowed or reallowed or paid to dealers,
including the proposed selling price to the public. Under contractual
arrangements between the Company and the Selling Stockholder, the Company is
obligated to indemnify the Selling Stockholder and any underwriters of the
shares offered hereby against certain civil liabilities under the Securities
Act.
SELLING STOCKHOLDER
The following table sets forth information with respect to ownership of
the Common Stock by the Selling Stockholder as of the date of, and as adjusted
to reflect, the sale of the shares offered hereby.
<TABLE>
<CAPTION>
Shares Beneficially Shares Beneficially
Owned Before Offering Owned After Offering
--------------------- --------------------
PERCENT SHARES TO PERCENT
NAME NUMBER OF CLASS BE SOLD NUMBER OF CLASS
- ---- ------ -------- --------- ------ --------
<S> <C> <C> <C> <C> <C>
Cooper Industries, Inc.... 3,625,000 14.4% 3,625,000 None --
</TABLE>
Prior to consummation on June 30, 1995 of an exchange offer pursuant to
which it became an independent, publicly-owned entity, the Company operated as
a wholly-owned subsidiary of Cooper Industries, Inc. Robert Cizik served as
chairman of the board of the Company until his retirement from the Company's
board on May 2, 1996. Mr. Cizik also served as chairman of the Board of Cooper
until his retirement from Cooper's board on April 30, 1996.
4
<PAGE>
DESCRIPTION OF CAPITAL STOCK
The authorized stock of the Company consists of 75,000,000 shares of
Common Stock and 10,000,000 shares of preferred stock, par value $.01 per
share (the "Preferred Stock"). At April 30, 1996, 25,179,358 shares of Common
Stock and no shares of Preferred Stock were outstanding.
COMMON STOCK
Each holder of the Common Stock is entitled to one vote per share with
respect to all matters submitted to holders of the Common Stock. The Common
Stock does not have cumulative voting rights. Subject to the rights of
holders of Preferred Stock, holders of the Common Stock will be entitled to
receive dividends if, when and as declared by the Board of Directors. Upon
dissolution, liquidation or winding up of the Company, holders of the Common
Stock are entitled to share pro rata in all assets remaining after the
liquidation payments have been made on any outstanding shares of Preferred
Stock.
PREFERRED STOCK
Shares of Preferred Stock may be issued in one or more series or classes,
which have designation, voting powers, preferences and relative,
participating, optional or other rights and such qualifications, limitations
or restrictions thereon, including voting rights, dividends, rights on
liquidation, dissolution or winding up, conversion or exchange rights and
redemption provisions, as are set forth in the resolutions adopted by the
Board of Directors providing for the issuance of such stock and as permitted
by the Delaware General Corporation Law (the "DGCL"). Although the Company
has no current plans to issue Preferred Stock, the issuance of shares of
Preferred Stock, or the issuance of securities convertible into or
exchangeable for such shares, could be used to discourage an unsolicited
acquisition proposal that some or a majority of the shareholders believe to be
in their interests or in which stockholders receive a premium for their stock
over the current market price. In addition, the issuance of Preferred Stock
could adversely affect the voting power of the holders of Common Stock. The
Board of Directors does not presently intend to seek shareholder approval
prior to any issuance of currently authorized stock, unless otherwise required
by law or stock exchange rules.
RIGHTS PLAN
Pursuant to a Rights Agreement between the Company and First Chicago
Trust Company of New York (the "Rights Plan"), each share of Common Stock has
attached to it one Right (the "Right"), represented by the certificate which
is also the certificate representing the Common Stock. Each Right entitles
the registered holder to purchase from the Company one one-hundredth of a
share of Series A Junior Participating Preferred Stock, par value $.01 per
share (the "Series A Preferred Stock"), of the Company at a purchase price of
$75, subject to adjustment (the "Purchase Price").
The Rights will separate from the Company's Common Stock and a
"Distribution Date" will occur upon the earlier of (i) 10 business days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the right
to acquire, beneficial ownership of 20% or more of the outstanding shares of
Common Stock (the "Stock Acquisition Date"), or (ii) 10 business days (or such
later date as the Board of Directors of the Company shall determine) following
the commencement of a tender or exchange offer that would result in a person
or group beneficially owning 20% or more of such outstanding shares of Common
Stock (the "Tender Offer Date"). Notwithstanding the foregoing, an Acquiring
Person shall not include (i) Cooper if, together with its affiliates and
associates, it beneficially owns 20% or more of the outstanding shares of the
Company's Common Stock or (ii) any person or group of affiliated or associated
persons who acquired beneficial ownership of 20% of more of the outstanding
shares of Common Stock solely as a result of participating in the Exchange
Offer unless such person or group purchases or otherwise becomes the
beneficial owner of additional shares of Common Stock representing 1% or more
of the outstanding shares of Common Stock. Until the Distribution Date, (a)
the Rights will be transferred with and only with the Common Stock
certificates, (b) the Common Stock certificates will contain a notation
incorporating the Rights Plan by reference and (c) the surrender for transfer
of any certificates for the Common Stock outstanding will also constitute the
transfer of the Rights associated with the Company's Common Stock represented
by such certificates. Pursuant to the Rights Plan, the Company reserves the
right to require prior to the occurrence of a Triggering Event (as defined
herein) that, upon any exercise of Rights, a number of Rights be exercised so
that only whole shares of Series A Preferred Stock will be issued.
5
<PAGE>
The Rights are not exercisable until the Distribution Date and, unless
earlier redeemed by the Company as described below, will expire at the close
of business on April 30, 2005, or such later date as the Board of Directors of
the Company establishes under certain circumstances. As soon as practicable
after the Distribution Date, Rights Certificates will be mailed to holders of
record of the Company's Common Stock as of the close of business on the
Distribution Date and, thereafter, the separate Rights Certificates alone will
represent the Rights. Except as otherwise determined by the Board of Directors
of the Company, only shares of the Company's Common Stock issued prior to the
Distribution Date will be issued with Rights.
Each share of Series A Preferred Stock purchased upon exercise of the
Rights will be entitled to a minimum preferential quarterly dividend payment
equal to the greater of (i) $2.00 per share, and (ii) 100 times the dividend,
if any, declared per share of the Common Stock. In the event of liquidation,
the holders of the Series A Preferred Stock will be entitled to a minimum
preferential liquidation payment equal to the greater of (a) $100 per share
and (b) 100 times the payment made per share of the Common Stock. Each share
of Series A Preferred Stock will have 100 votes and will vote together with
the Common Stock. In the event of any merger, consolidation or other
transaction in which shares of the Common Stock are exchanged, each share of
Series A Preferred Stock will be entitled to receive 100 times the amount per
share of the Common Stock received in such merger, consolidation or other
transaction. These rights are protected by certain antidilution provisions.
The shares of Series A Preferred Stock will rank junior to any other series of
Preferred Stock which may be authorized and issued by the Company, unless the
terms of any such other series provide otherwise. Because of the nature of
the Series A Preferred Stock's dividend, liquidation and voting rights, the
value of one one-hundredth of a share of Series A Preferred Stock purchasable
upon the exercise of each Right should approximate the value of one share of
the Common Stock.
In the event that (i) the Company is the surviving corporation in a
merger or other business combination with an Acquiring Person (or any
associate or affiliate thereof) and the Common Stock remains outstanding and
unchanged, (ii) any person shall become the beneficial owner of more than 20%
of the outstanding shares of the Common Stock (except (A) (1) Cooper if,
together with its affiliates and associates, it beneficially owns 20% or more
of the outstanding shares of the Common Stock or (2) any person or group of
affiliated or associated persons who has acquired beneficial ownership of 20%
or more of the outstanding shares of the Company's Common Stock solely as a
result of participating in the Exchange Offer unless and until such person or
group purchases or otherwise becomes the beneficial owner of additional shares
of Common Stock representing 1% or more of the outstanding shares of Common
Stock, or (B) pursuant to certain consolidations or mergers involving the
Company or sales or transfers of the combined assets or earning power of the
Company and its subsidiaries, or (C) pursuant to an offer for all outstanding
shares of the Common Stock at a price and upon terms and conditions which a
majority of the Continuing Directors (as defined below) determines to be in
the best interests of the Company and its stockholders) or (iii) there occurs
a reclassification of securities, a recapitalization of the Company or any of
its subsidiaries or certain business combinations or other transactions (other
than certain consolidations and mergers involving the Company and sales or
transfers of the combined assets or earning power of the Company and its
subsidiaries) involving the Company or any of its subsidiaries which has the
effect of increasing by more than 1% the proportionate share of any class of
the outstanding equity securities of the Company or any of its subsidiaries
beneficially owned by an Acquiring Person (or any associate or affiliate
thereof), each holder of a Right (other than the Acquiring Person, certain
related parties and transferees) will thereafter have the right to receive,
upon exercise, the Common Stock (or, in certain circumstances, cash, property
or other securities of the Company) having a value equal to two times the
exercise price of the Right. For example, at an exercise price of $50 per
Right, each Right not owned by an Acquiring Person (or by certain related
parties and transferees) following an event set forth above would entitle its
holder to purchase $100 worth of Common Stock (or other consideration, as
noted above) for $50. Assuming that the Common Stock had a per share market
price of $10 at such time, the holder of each valid Right would be entitled to
purchase 10 shares of the Common Stock for $50. Rights are not exercisable
following the occurrence of any of the events described above until such time
as the Rights are no longer redeemable by the Company as described below.
Notwithstanding any of the foregoing, following the occurrence of any of the
event described in this paragraph, all Rights that are, or (under certain
circumstances specified in the Rights Plan) were, beneficially owned by any
Acquiring Person will be null and void.
In the event that, at any time following the Stock Acquisition Date, (i)
the Company is acquired in a merger or other business combination transaction
in which the Company is not the surviving corporation, (ii) the Company is the
surviving corporation in a consolidation or merger pursuant to which all or
part of the outstanding shares of Common Stock are changed into or exchanged
for stock or other securities of any other person or cash or any other
property or (iii) more than
6
<PAGE>
50% of the combined assets or earning power of the Company and its
subsidiaries is sold or transferred (in each case other than certain
consolidations with, mergers with and into, or sales of assets or earning
power by or to subsidiaries of the Company as specified in the Rights
Agreement), each holder of a Right (except Rights that previously have been
voided as set forth above) shall thereafter have the right to receive, upon
exercise, common stock of the acquiring company having a value equal to two
times the exercise price of the Right. The events described in this paragraph
and in the immediately preceding paragraph are referred to as the "Triggering
Events."
In order to prevent dilution, the Purchase Price payable, the number and
kind of shares covered by each Right and the number of Rights outstanding are
subject to adjustment from time to time (i) in the event of a stock dividend
on, or a subdivision, combination or reclassification of, the Series A
Preferred Stock, (ii) if holders of the Series A Preferred Stock are granted
certain rights or warrants to subscribe for Series A Preferred Stock or
securities convertible into Series A Preferred Stock at less than the current
market price of the Series A Preferred Stock, or (iii) upon the distribution
to holders of the Series A Preferred Stock of evidences of indebtedness, cash
(excluding regular quarterly cash dividends), assets (other than dividends
payable in Series A Preferred Stock) or subscription rights or warrants (other
than those referred to in (ii) immediately above). With certain exceptions,
no adjustment in the Purchase Price will be required until cumulative
adjustments amount to at least 1% of the Purchase Price. No fractional shares
of Series A Preferred Stock are required to be issued (other than fractions
that are integral multiples of one one-hundredth of a share of Series A
Preferred Stock) and, in lieu thereof, the Company may make an adjustment in
cash based on the market price of the Series A Preferred Stock on the trading
day immediately prior to the date of exercise.
At any time until ten business days following the Stock Acquisition Date,
the Company may redeem the Rights in whole, but not in part, at a price of
$.01 per Right (payable in cash, shares of Common Stock or other consideration
deemed appropriate by the Board of Directors). Immediately upon the action of
the Board of Directors ordering redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be to receive the
$.01 redemption price.
For purposes of the Rights Plan, the term "Continuing Director" means any
member of the Board of Directors of the Company who was a member of the Board
prior to the date of the Rights Agreement, and any person who is subsequently
elected to the Board if such person is recommended or approved by a majority
of the Continuing Directors, but shall not include an Acquiring Person, or an
affiliate or associate of an Acquiring Person, or any representative of the
foregoing entities.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.
Any of the provisions of the Rights Plan may be amended by the Board of
Directors of the Company prior to the Distribution Date, other than the
redemption price, a reduction of the Purchase Price and the number of one one-
hundredths of a share of Series A Preferred Stock for which a Right is
exercisable. After the Distribution Date, the provisions of the Rights Plan
may be amended by the Board in order to cure any ambiguity, to make changes
that do not adversely affect the interests of holders of Rights, or to shorten
or lengthen any time period under the Rights Plan; provided, however, that no
amendment to adjust the time period governing redemption shall be made at such
time as the Rights are not redeemable. The Final Expiration Date (as defined
in the Rights Plan) may be extended and the Purchase Price may be increased at
any time prior to a Stock Acquisition Date or a Tender Offer Date.
The Rights have certain anti-takeover effects. They may reduce or
eliminate (i) "two-tiered" or other partial offers which do not offer fair
value for all Common Stock; (ii) the accumulation by a third party of 20% or
more of the Common Stock in open-market or private purchases in order to
influence or control the business and affairs of the Company without paying an
appropriate premium for a controlling position in the Company; and (iii) the
accumulation of shares of Common Stock by third parties in market transactions
for the primary purpose of attempting to cause the Company to be sold. In
addition, the Rights will cause substantial dilution to a person or group that
attempts to acquire the Company in a manner defined as a Triggering Event
unless the offer is conditioned on a substantial number of Rights being
acquired. The Rights, however, should not affect any prospective offeror
willing to make an offer for all outstanding shares of Common Stock and other
voting securities at a price and on other terms which are in the best
interests of the Company and its stockholders as determined by the Board of
Directors or affect any prospective offeror willing to negotiate with the
Board of Directors because as part of any negotiated transaction the Rights
would either be redeemed or otherwise made inapplicable to the
7
<PAGE>
transaction. The Rights should not interfere with any merger or other business
combination approved by the Board of Directors since the Board of Directors
may, at its option, at any time until ten business days following the Stock
Acquisition Date, redeem all, but not less than all, of the then outstanding
Rights at the $.01 redemption price.
SPECIAL PROVISIONS OF DELAWARE LAW AND THE COMPANY'S CERTIFICATE OF
INCORPORATION
Anti-takeover provisions. Section 203 of the DGCL ("Section 203")
generally provides that a stockholder acquiring more than 15% of the
outstanding voting stock of a corporation but less than 85% of such stock (an
"Interested Stockholder") may not engage in certain Business Combinations
(as defined in Section 203) with the corporation for a period of three years
after the date on which the stockholder became an Interested Stockholder
unless (i) prior to such date, the corporation's board of directors approved
either the Business Combination or the transaction in which the stockholder
became an Interested Stockholder or (ii) the Business Combination is approved
by the corporation's board of directors and authorized at a stockholders'
meeting by a vote of at least two-thirds of the corporation's outstanding
voting stock not owned by the Interested Stockholder. The provisions of
Section 203 could discourage a change in control of the Company.
The Amended Certificate of Incorporation of the Company (the
"Certificate") requires that any "Business Combination" involving the Company
and a person who beneficially owns 20% or more of the Common Stock must be
approved by the holders of at least 80% of the voting power of the outstanding
shares of the Company's capital stock (the "Voting Requirement"), voting
together as a single class. The Voting Requirement does not apply if either
(i) the Business Combination is approved by a two-thirds vote of the
Continuing Directors (as defined in the Certificate) or (ii) certain "fair
price" and disclosure conditions are met.
Indemnification of directors. Insofar as indemnification for liabilities
arising out of the Securities Act may be permitted to directors, officers and
controlling persons of the Company, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
LEGAL MATTERS
Certain legal matters in connection with the validity of the Common Stock
will be passed upon for the Company by Franklin Myers, senior vice president,
general counsel and corporate secretary of the Company. At May 10, 1996, Mr.
Myers owned beneficially 88,641 shares of Common Stock and held options to
acquire an additional 168,688 shares.
EXPERTS
The consolidated financial statements of Cooper Cameron Corporation
incorporated by reference in Cooper Cameron Corporation's Annual Report (Form
10-K) for the year ended December 31, 1995, have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon incorporated
by reference therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon
such report given upon the authority of such firm as experts in accounting and
auditing.
8
<PAGE>
==============================================================================
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN, OR INCORPORATED BY REFERENCE IN,
THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SHARES
OF COMMON STOCK IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER IN SUCH JURISDICTION OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF.
-------------------
TABLE OF CONTENTS
Page
----
Available Information......................................... 2
Incorporation of Certain Documents by Reference............... 2
Risk Factors.................................................. 3
The Company................................................... 4
Plan of Distribution.......................................... 4
Selling Stockholder........................................... 4
Description of Capital Stock.................................. 5
Legal Matters................................................. 8
Experts....................................................... 8
===============================================================================
===============================================================================
COOPER CAMERON
CORPORATION
---------------
3,625,000 SHARES
COMMON STOCK
---------------
PROSPECTUS
MAY , 1996
===============================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses payable by the Company in connection with the
offering of the Common Stock to be registered and offered hereby are as
follows:
<TABLE>
<CAPTION>
<S> <C>
Commission registration fee ..................... $55,938
Printing expenses ............................... 5,000
Legal fees and expenses.......................... 20,000
Accounting fees and expenses .................... 2,500
Miscellaneous.................................... 1,562
-------
Total ...................................... $85,000
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the DGCL permits a corporation to 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, 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.
In a suit brought to obtain a judgment in the corporation's favor,
whether by the corporation itself or derivatively by a stockholder, the
corporation may only indemnify for expenses, including attorney's fees,
actually and reasonably incurred in connection with the defense or settlement
of the case, and the corporation may not indemnify for amounts paid in
satisfaction of a judgment or in settlement of the claim. In any such action,
no indemnification may be paid in respect of any claim, issue or matter as to
which such persons shall have been adjudged liable to the corporation except
as otherwise approved by the Delaware Court of Chancery or the court in which
the claim was brought. In any other type of proceeding, the indemnification
may extend to judgments, fines and amounts paid in settlement, actually and
reasonably incurred in connection with such other proceedings, as well as to
expenses (including attorneys' fees).
The statute does not permit indemnification unless the person seeking
indemnification has 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, in the
case of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful. There are additional limitations applicable
to criminal actions and to actions brought by or in the name of the
corporation. The determination as to whether a person seeking indemnification
has met the required standard of conduct is to be made (i) by a majority vote
of a quorum of disinterested members of the board of directors, or (ii) by
independent legal counsel in a written opinion, if such a quorum does not
exist or if the disinterested directors so direct, or (iii) by the
stockholders.
The Certificate and bylaws of the Company require the Company to
indemnify the Company's directors and officers to the fullest extent permitted
under Delaware law, and to implement provisions pursuant to contractual
indemnity agreements the Company has entered into with its directors and
executive officers. The Certificate limits the personal liability of a
director to the corporation or its stockholders to damages for breach of the
director's fiduciary duty. The Company has purchased insurance on behalf of
its directors and officers against certain liabilities that may be asserted or
incurred by, such persons in their capacities as directors or officers of the
registrant, or that may arise out of their status as directors or officers of
the registrant, including liabilities under the federal and state securities
laws.
II-1
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The following is a list of all the exhibits and financial statement
schedules filed as part of the Registration Statement.
(A) EXHIBITS
<TABLE>
<CAPTION>
<S> <C>
4.1 - Form of Rights Agreement, dated as of May 1, 1995, between the
Company and First Chicago Trust Company of New York, as Rights
Agent, filed as Exhibit 4.1 to the Company's Registration Statement
on Form S-8 (File No. 33-94948), and incorporated herein by
reference.
5.1 - Opinion of Franklin Myers, as to the legality of the Common Stock.
23.1 - Consent of Franklin Myers (included in Exhibit 5.1).
23.2 - Consent of Ernst & Young LLP.
24.1 - Power of Attorney (included as part of the signature page of this
Registration Statement).
</TABLE>
(B) FINANCIAL STATEMENT SCHEDULES
Schedules are omitted since the information required to be submitted has
been included in the Consolidated Financial Statements of the Company or the
notes thereto, incorporated by reference herein, or the information is not
required.
ITEM 17. UNDERTAKINGS
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 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;
(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; and
(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.
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 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.
Insofar as indemnification for liabilities arising under the Securities
Act 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 Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer, or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
II-2
<PAGE>
POWER OF ATTORNEY
Each of the undersigned hereby appoints Sheldon R. Erikson and Franklin
Myers and each of them (with full power to act alone), as attorney and agents
for the undersigned, with full power of substitution, for and in the name,
place and stead of the undersigned, to sign and file with the Commission under
the Securities Act any and all amendments and exhibits to this Registration
Statement and any and all applications, instruments and other documents to be
filed with the Commission pertaining to the registration of the securities
covered hereby, with full power and authority to do and perform any and all
acts and things whatsoever requisite or desirable.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on May 22, 1996.
By: /s/ SHELDON R. ERIKSON
------------------------------
Sheldon R. Erikson
Director, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the indicated capacities
and on May 22, 1996.
SIGNATURE TITLE
--------- -----
/S/ SHELDON R. ERIKSON Director, President and Chief Executive Officer
- --------------------------- (Principal Executive Officer)
Sheldon R. Erikson
/S/ THOMAS R. HIX Senior Vice President of Finance and Chief
- --------------------------- Financial Officer (Principal Financial Officer)
Thomas R. Hix
/S/ JOSEPH D. CHAMBERLAIN Vice President and Corporate Controller (Principal
- --------------------------- Accounting Officer)
Joseph D. Chamberlain
/S/ NATHAN M. AVERY Director
- ---------------------------
Nathan M. Avery
/S/ GRANT A. DOVE Director
- ---------------------------
Grant A. Dove
/S/ DAVID ROSS III Director
- ---------------------------
David Ross III
/S/ MICHAEL J. SEBASTIAN Director
- ---------------------------
Michael J. Sebastian
II-3
<PAGE>
EXHIBIT 5.1
May 22, 1995
Cooper Cameron Corporation
515 Post Oak Boulevard, Suite 1200
Houston, Texas 77027
Re: Opinion as to legality of Common Stock
Gentlemen:
I have examined the Restated Certificate of Incorporation, the Bylaws and
the corporate proceedings of Cooper Cameron Corporation, a Delaware corporation
("Company"), and the Form S-3 Registration Statement relating to the
registration with the United States Securities and Exchange Commission under the
Securities Act of 1933 of the 3,625,000 shares (the "Shares") of outstanding
common stock, par value of $.01 per share, of the Company ("Common Stock") for
the purpose of offering to the public, and have made such other examinations as
I deem necessary in the premises; and from such examinations I am of the opinion
that the Shares have been duly authorized by all necessary corporate action and
are validly issued, fully paid and nonassessable outstanding shares of Common
Stock.
I consent to the references to me under the caption "Legal Matters" in the
Company's Form S-3 Registration Statement relating to the Shares, and in the
related Prospectus.
Very truly yours,
/s/ Franklin Myers
Franklin Myers,
Senior Vice President,
General Counsel
and Corporate Secretary
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
Cooper Cameron Corporation:
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3, No. 333-__________) and related Prospectus of
Cooper Cameron Corporation for the registration of 3,625,000 shares of its
common stock and the incorporation by reference therein of our report dated
January 31, 1996, with respect to the consolidated financial statements of
Cooper Cameron Corporation incorporated by reference in its Annual Report (Form
10-K) for the year ended December 31, 1995, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Houston, Texas
May 22, 1996
