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As filed with the Securities and Exchange Commission on May 26, 1998
Registration No. 333-
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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COOPER CAMERON CORPORATION
(Exact name of registrant as specified in its charter)
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)
AMENDED AND RESTATED 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)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================
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 3,000,000(4) $59.75 $179,250,000 $ 52,880.00
$.01 per share
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</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 20, 1998, 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.
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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 Cooper Cameron Corporation Long-Term Incentive Plan (File
No. 33-95004).
(b) Registration Statement on Form S-8 of Cooper Cameron Corporation
filed with the Securities and Exchange Commission on May 12, 1997,
relating to the Amended and Restated Cooper Cameron Corporation Long-Term
Incentive Plan (File No. 333-26923).
(c) Annual Report on Form 10-K for the year ended December 31, 1997.
(d) Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.
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 incorporated by
reference in Cooper Cameron's Annual Report on Form 10-K (Form 10-K) for the
year ended December 31, 1997, 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 financial
statements are, and audited financial statements to be included in subsequently
filed documents will be, incorporated herein in reliance upon the reports of
Ernst & Young LLP pertaining to such financial statements (to the extent covered
by consents filed with the Securities and Exchange Commission) given upon the
authority of such firm as experts in accounting and auditing.
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, filed as
Exhibit 3.2 to the Annual Report on Form 10-K for 1996 of Cooper Cameron
Corporation filed with the Securities and Exchange Commission on March
26, 1997, and incorporated herein by reference.
<PAGE> 3
4.2 Amended and Restated Certificate of Incorporation of Cooper Cameron
Corporation, dated June 30, 1995, filed as Exhibit 4.2 to the
Registration Statement on Form S-8 of Cooper Cameron Corporation
(Commission File No. 33-94948), and incorporated herein by reference.
4.3 Certificate of Amendment of Amended and Restated Certificate of
Incorporation of Cooper Cameron Corporation, dated May 19, 1998.
4.4 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, filed as
Exhibit 10.21 to the Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, and incorporated herein by reference.
4.5 Form of First Amendment to the Amended and Restated Cooper Cameron
Corporation Long-Term Incentive Plan .
4.6 First Amendment to Rights Agreement between Cooper Cameron Corporation
and First Chicago Trust Company of New York, as Rights Agent, dated
November 1, 1997, filed as Exhibit 4.2 to the Annual Report on Form 10-K
for the fiscal year ended December 31, 1997, and incorporated herein by
reference.
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> 4
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 14th day of May,
1998.
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 14, 1998:
Signature Title
/s/ Sheldon R. Erikson Director, Chairman, President &
______________________________________ Chief Executive Officer (principal
Sheldon R. Erikson executive officer)
/s/ Thomas R. Hix Senior Vice President & Chief
______________________________________ Financial Officer
Thomas R. Hix (principal financial officer)
/s/ Joseph D. Chamberlain Vice President & Controller
______________________________________ (principal accounting officer)
Joseph D. Chamberlain
/s/ C. Baker Cunningham Director
______________________________________
C. Baker Cunningham
/s/ Grant A. Dove Director
______________________________________
Grant A. Dove
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/s/ Michael E. Patrick Director
- --------------------------------------
Michael E. Patrick
/s/ David Ross Director
- --------------------------------------
David Ross
/s/ Michael J. Sebastian Director
- --------------------------------------
Michael Sebastian
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 14th day of May 1998.
COOPER CAMERON CORPORATION
LONG-TERM INCENTIVE PLAN
ADMINISTRATIVE COMMITTEE
/s/ Thomas R. Hix
----------------------------
By: Thomas R. Hix, Chairman
<PAGE> 6
EXHIBIT INDEX
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<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NO.
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<S> <C>
4.1 First Amended and Restated Bylaws of Cooper Cameron Corporation, filed as
Exhibit 3.2 to the Annual Report on Form 10-K for 1996 of Cooper Cameron
Corporation filed with the Securities and Exchange Commission on March
26, 1997, and incorporated herein by reference.
4.2 Amended and Restated Certificate of Incorporation of Cooper Cameron
Corporation, dated June 30, 1995, filed as Exhibit 4.2 to the
Registration Statement on Form S-8 of Cooper Cameron Corporation
(Commission File No. 33-94948), and incorporated herein by reference.
4.3 Certificate of Amendment of Amended and Restated Certificate of
Incorporation of Cooper Cameron Corporation, dated May 19, 1998.
4.4 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, filed as
Exhibit 10.21 to the Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, and incorporated herein by reference.
4.5 Form of First Amendment to the Amended and Restated Cooper Cameron
Corporation Long-Term Incentive Plan.
4.6 First Amendment to Rights Agreement between Cooper Cameron Corporation
and First Chicago Trust Company of new York, as Rights Agent, dated
November 1, 1997, filed as Exhibit 4.2 to the Annual Report on Form 10-K
for the fiscal year ended December 31, 1997, and incorporated herein by
reference.
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.
</TABLE>
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EXHIBIT 4.3
CERTIFICATE OF AMENDMENT
TO THE
RESTATED CERTIFICATE OF INCORPORATION
OF
COOPER CAMERON CORPORATION
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Pursuant to Section 242 of the General
Corporation Law of the State of Delaware
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Cooper Cameron Corporation, a Delaware corporation (hereinafter called
the "Corporation"), does hereby certify as follows:
FIRST: Paragraph A of Article FOURTH of the Corporation's
Restated Certificate of Incorporation is hereby amended to read in its entirety
as set forth below:
FOURTH: A. The total number of shares of stock which the
Corporation shall have authority to issue is 160,000,000,
consisting of 150,000,000 shares of common stock, par value $.01
per share (the "Common Stock"), and 10,000,000 shares of preferred
stock, par value $.01 per share (the Preferred Stock").
SECOND: The foregoing amendment was duly adopted in accordance
with Section 242 of the General Corporation Law of the State of Delaware by the
holders of a majority of the issued and outstanding shares of Common Stock of
the Corporation.
IN WITNESS WHEREOF, Cooper Cameron Corporation has caused this
Certificate to be duly executed in its corporate name this 14th day of May,
1998.
COOPER CAMERON CORPORATION
By: /s/ SHELDON R. ERIKSON
-------------------------------------
Name: SHELDON R. ERIKSON
Title: Chairman, President and Chief
Executive Officer
<PAGE> 1
EXHIBIT 4.5
FIRST AMENDMENT TO
AMENDED AND RESTATED
COOPER CAMERON CORPORATION
LONG-TERM INCENTIVE PLAN
WHEREAS, COOPER CAMERON CORPORATION (the "Company") has heretofore
adopted the AMENDED AND RESTATED COOPER CAMERON CORPORATION LONG-TERM INCENTIVE
PLAN (the "Plan"); and
WHEREAS, the Company desires to amend the Plan in certain respects;
NOW, THEREFORE, the Plan shall be amended as follows, effective as of
February 12, 1998:
1. The number "11,000,000" shall be substituted for the number
"8,000,000" in the first and last sentences of Section 4.1 of the Plan.
2. The third sentence of Section 4.1 of the Plan shall be deleted and
the following shall be substituted therefor:
"Common Stock related to Awards that are forfeited or terminated, expire
unexercised, are settled in cash in lieu of Common Stock or in a manner
such that all or some of the shares covered by an Award are not issued to
a Participant (including where shares of Common Stock covered by an Award
are used to satisfy fax withholding obligations pursuant to Section 15 of
the Plan), or are exchanged for Awards that do not involve Common Stock,
shall immediately become available for Awards hereunder."
3. The third sentence of Section 6.4 of the Plan shall be deleted and the
following shall be substituted therefor:
"The Committee may provide in an Award Agreement respecting a stock
option that, if a Participant pays the option exercise price in shares of
Common Stock, upon the date of such payment a new option shall be granted
and the number of shares of Common Stock subject to such new option shall
be equal to the number of shares of Common Stock tendered in payment
(plus the number of any shares of Common Stock respecting the exercised
option retained to satisfy any tax withholding obligations); provided
that such new option shall not be exercisable in any event after the
original term of the exercised option."
4. As amended hereby, the Plan is specifically ratified and reaffirmed.
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EXHIBIT 5.1
[COOPER CAMERON LETTERHEAD]
May 14, 1998
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 3,000,000
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 14, 1998
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
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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) pertaining to the Cooper Cameron Corporation
Long-Term Incentive Plan and to the incorporation by reference therein of our of
our report dated January 29, 1998, 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, 1997, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Houston, Texas
May 19, 1998
