<PAGE> 1
As filed with the Securities and Exchange Commission on May 12, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
----------------------------------
COOPER CAMERON CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 76-0451843
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
515 Post Oak Boulevard, Suite 1200
Houston, Texas 77027
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
COOPER CAMERON CORPORATION LONG-TERM INCENTIVE PLAN
(Full title of the plan)
Franklin Myers
Senior Vice President, General Counsel and Secretary
Cooper Cameron Corporation
515 Post Oak Boulevard, Suite 1200
Houston, Texas 77027
(Name and address of agent for service)
(713) 513-3300
(Telephone number, including area code, of agent for service)
----------------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
========================================================================================================
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Per Offering Registration
to be Registered (1) Registered Share(2) Price(3) Fee
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 1,500,000(4) $68.50 $102,750,000 $35,432
$.01 per share
========================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1934,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Long-Term Incentive
Plan.
(2) Estimated based on the reported New York Stock Exchange composite
transactions closing price on May 6, 1997, which is within 5 business
days prior to the date of filing of this registration statement.
(3) Estimated solely for the purpose of calculating the filing fee.
(4) Each share of Common Stock offered hereby includes one purchase right
issuable under the Cooper Cameron Corporation Rights Plan which is
exercisable upon the occurrence of certain specified events.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed with the Securities and
Exchange Commission (the "SEC") by Cooper Cameron Corporation ("Cooper Cameron"
or the "Company"), are incorporated herein by reference and made a part hereof:
(a) Registration Statement on Form S-8 of Cooper Cameron
Corporation filed with the Securities and Exchange Commission on July
26, 1995, relating to the Long-Term Incentive Plan (File No. 33-95004).
(b) Annual Report on Form 10-K for the year ended December 31,
1996.
All reports subsequently filed by the Company and the Plan pursuant to
Sections 13, 14 and 15 (d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated herein by reference and to be a part
hereof.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The consolidated financial statements of Cooper Cameron for the year
ended December 31, 1996, incorporated by reference in Cooper Cameron's Annual
Report on Form 10-K for the fiscal year ended December 31, 1996, have been
audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon incorporated therein and 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 auditing and
accounting.
The opinion as to the legality of the securities registered hereunder
is being given by Franklin Myers, Senior Vice President, General Counsel and
Secretary of the Company. Mr. Myers is eligible to participate in the Cooper
Cameron Corporation Long-Term Incentive Plan.
ITEM 8. EXHIBITS
4.1 First Amended and Restated Bylaws of Cooper Cameron Corporation
(incorporated herein by reference to Exhibit 3.2 to the Annual Report on Form
10-K of Cooper Cameron Corporation filed with the Securities and Exchange
Commission on March 26, 1997 (File No. 001-13884)).
4.2 Amended and Restated Credit Agreement, dated as of March 20, 1997,
among Cooper Cameron Corporation and certain of its subsidiaries and the banks
named therein and First National Bank of Chicago, as agent (incorporated herein
by reference to Exhibit 10.21 to the Annual Report on Form 10-K for the fiscal
year ended December 31, 1996.)
<PAGE> 3
4.3 Amended and Restated Long-Term Incentive Plan (incorporated herein by
reference to the Cooper Cameron Corporation Proxy Statement for the Annual
Meeting of Stockholders held on May 8, 1997.)
5.1 Opinion and Consent of Franklin Myers, Senior Vice President, General
Counsel and Secretary of the Company.
23.1 Consent of Franklin Myers (contained in his opinion filed as Exhibit
5.1 hereto.)
23.2 Consent of Independent Auditors.
SIGNATURES
The Registrant. 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 Houston, State of Texas, on the 8th
day of May, 1997.
COOPER CAMERON CORPORATION
(Registrant)
/s/ Thomas R. Hix
----------------------------------------
By: Thomas R. Hix
Thomas R. Hix, Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 8, 1997:
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Sheldon R. Erikson
- -------------------------------------- Director, Chairman, President &
Sheldon R. Erikson Chief Executive Officer (principal
executive officer)
/s/ Thomas R. Hix
- -------------------------------------- Senior Vice President & Chief
Thomas R. Hix Financial Officer
(principal financial officer)
/s/ Joseph D. Chamberlain
- -------------------------------------- Vice President & Controller
Joseph D. Chamberlain (principal accounting officer)
</TABLE>
<PAGE> 4
<TABLE>
<S> <C>
/s/ C. Baker Cunningham
- -------------------------------------- Director
C. Baker Cunningham
/s/ Grant A. Dove
- -------------------------------------- Director
Grant A. Dove
/s/ Michael E. Patrick
- -------------------------------------- Director
Michael E. Patrick
/s/ David Ross
- -------------------------------------- Director
David Ross
/s/ Michael J. Sebastian
- -------------------------------------- Director
Michael Sebastian
</TABLE>
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
plan has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Houston and State of
Texas on the 8th day of May 1997.
COOPER CAMERON CORPORATION
LONG-TERM INCENTIVE PLAN
ADMINISTRATIVE COMMITTEE
/s/ Thomas R. Hix
--------------------------------------
By: Thomas R. Hix, Chairman
<PAGE> 5
INDEX TO EXHIBITS
4.1 First Amended and Restated Bylaws of Cooper Cameron Corporation
(incorporated herein by reference to Exhibit 3.2 to the Annual Report
on Form 10-K of Cooper Cameron Corporation filed with the Securities
and Exchange Commission on March 26, 1997 (File No. 001-13884)).
4.2 Amended and Restated Credit Agreement, dated as of March 20, 1997,
among Cooper Cameron Corporation and certain of its subsidiaries and
the banks named therein and First National Bank of Chicago, as agent
(incorporated herein by reference to Exhibit 10.21 to the Annual
Report on Form 10-K for the fiscal year ended December 31, 1996.)
4.3 Amended and Restated Long-Term Incentive Plan (incorporated herein by
reference to the Cooper Cameron Corporation Proxy Statement for the
Annual Meeting of Stockholders held on May 8, 1997.)
5.1 Opinion and Consent of Franklin Myers, Senior Vice President, General
Counsel and Secretary of the Company.
23.1 Consent of Franklin Myers (contained in his opinion filed as Exhibit
5.1 hereto.)
23.2 Consent of Independent Auditors.
<PAGE> 1
Exhibit 5.1
May 8, 1997
Cooper Cameron Corporation
515 Post Oak Boulevard, Suite 1200
Houston, Texas 77027
Gentlemen:
I am the General Counsel for Cooper Cameron Corporation, a Delaware
corporation (the "Company"), and have acted in such capacity in connection with
the registration under the Securities Act of 1933, as amended, of 1,500,000
shares (the "Shares") of the Company's common stock, $.01 par value (the
"Common Stock"), to be offered upon the terms and subject to the conditions set
forth in the Company's Registration Statement on Form S-8 (the "Registration
Statement") relating thereto to be filed with the Securities and Exchange
Commission.
In connection therewith, I have examined originals or copies certified
or otherwise identified to my satisfaction of the Amended and Restated
Certificate of Incorporation of the Company, the First Amended and Restated By-
laws of the Company, the corporate proceedings with respect to the offering of
the Shares and such other documents and instruments as I have deemed necessary
or appropriate for the expression of the opinions contained herein.
I have assumed the authenticity and completeness of all records,
certificates and other instruments submitted to me as originals, the conformity
to original documents of all records, certificates and other instruments
submitted to me as copies, the authenticity and completeness of the originals
of those records, certificates and other instruments submitted to me as copies
and the correctness of all statements of fact contained in all records,
certificates and other instruments that I have examined.
Based upon the foregoing, and having a regard for such legal
considerations as I have deemed relevant, I am of the opinion that:
(i) The Company has been duly incorporated and is validly
existing in good standing under the laws of the State of Delaware.
<PAGE> 2
Cooper Cameron Corporation
May 8, 1997
Page 2
(ii) The Shares proposed to be sold by the Company have
been duly and validly authorized for issuance and, when issued in
accordance with the terms of the Registration Statement, and subject
to compliance with any applicable Blue Sky laws, will be validly
issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Franklin Myers
---------------------------------------
Franklin Myers
Senior Vice President, General Counsel
and Secretary
<PAGE> 1
EXHIBIT 23.2
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8 No. 333- ) pertaining to the Cooper Cameron
Corporation Long-Term Incentive Plan and to the incorporation by reference
therein of our report dated January 29, 1997, 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, 1996, filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Houston, Texas
May 9, 1997
