<PAGE> 1
As filed with the Securities and Exchange Commission on June 02, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------------------------
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)
COOPER CAMERON CORPORATION
SECOND AMENDED AND RESTATED
1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(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)
------------------------------------------------------
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 500,000(4) $37.25 $18,625,000 $5,177.75
$.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 Second Amended and
Restated 1995 Stock Option Plan for Non-Employee Directors.
(2) Estimated based on the reported New York Stock Exchange composite
transactions average of the high and low prices on May 27, 1999, 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) The contents of the 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 Amended
and Restated 1995 Stock Option Plan for Non-Employee Directors (File
No. 33-95000).
(b) Annual Report on Form 10-K for the year ended December 31, 1998.
(c) Quarterly Report on Form 10-Q for the quarter ended March 31,1999.
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 (Form 10-K) for the year ended
December 31, 1998, 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 not eligible to participate in the Cooper
Cameron Corporation Second Amended and Restated 1995 Stock Option Plan for
Non-Employee Directors.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law 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
<PAGE> 3
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 of Incorporation and bylaws of the Company require the
Company to indemnify the Registrant'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 Company 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
Company, or that may arise out of their status as directors or officers of the
Company, including liabilities under the federal and state securities laws.
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, 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 to the Restated Certificate of Incorporation of
Cooper Cameron Corporation, filed as Exhibit 4.3 to the Registration
Statement on Form S-8 of Cooper Cameron Corporation (Commission File No.
333-57995), and incorporated herein by reference.
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 Rights Agreement, dated as of May 1, 1995, between Cooper Cameron
Corporation and First Chicago Trust Company of New York, as Rights Agent,
filed as Exhibit 4.1 to the Registration Statement on Form S-8 of Cooper
Cameron Corporation (Commission File No. 33-94948), and incorporated herein
by reference.
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.
<PAGE> 4
4.7 Cooper Cameron Corporation Second Amended and Restated 1995 Stock Option
Plan for Non-Employee Directors.
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.
24.1 Powers of Attorney from certain members of Cooper Cameron Corporation Board
of Directors.
24.2 Certified copy of resolution authorizing signatures pursuant to Power of
Attorney
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post effective amendment to this registration statement:
(i) to include any prospectus required by Section 10 (a)(3) of the
Securities Act of 1933,
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(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 the undertakings
set forth in paragraphs (a) (1) (i) and (a) (1) (ii) above do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by
reference 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.
(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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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.
<PAGE> 5
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the provisions described under Item 6
above, 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 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.
<PAGE> 6
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 27th day of May,
1999.
COOPER CAMERON CORPORATION
(Registrant)
By: /s/ Franklin Myers
--------------------------------------
Franklin Myers, Senior Vice President,
General Counsel and Secretary
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 27, 1999:
Signature Title
--------- -----
/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)
/s/ C. Baker Cunningham*
- -------------------------------------- Director
C. Baker Cunningham
/s/ Grant A. Dove*
- -------------------------------------- Director
Grant A. Dove
<PAGE> 7
/s/ Michael E. Patrick*
- -------------------------------------- Director
Michael E. Patrick
/s/ David Ross*
- -------------------------------------- Director
David Ross
/s/ Michael J. Sebastian*
- -------------------------------------- Director
Michael Sebastian
*By: /s/ Franklin Myers
--------------------------------------
Franklin Myers, Senior Vice President,
General Counsel and Secretary
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 27th day of May, 1999.
COOPER CAMERON CORPORATION
SECOND AMENDED AND RESTATED 1995
STOCK OPTION PLAN FOR NON-EMPLOYEE
DIRECTORS
ADMINISTRATIVE COMMITTEE
/s/ Thomas R. Hix
---------------------------------------
By: Thomas R. Hix, Chairman
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NO.
- ------ ----------- ----------
<S> <C> <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, 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 to the Restated Certificate of Incorporation
of Cooper Cameron Corporation, filed as Exhibit 4.3 to the
Registration Statement on Form S-8 of Cooper Cameron Corporation
(Commission File No. 333-57995), and incorporated herein by reference.
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 Rights Agreement, dated as of May 1, 1995, between Cooper
Cameron Corporation and First Chicago Trust Company of New York, as
Rights Agent, filed as Exhibit 4.1 to the Registration Statement on
Form S-8 of Cooper Cameron Corporation (Commission File No. 33-94948),
and incorporated herein by reference.
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.
4.7 Cooper Cameron Corporation Second Amended and Restated 1995 Stock
Option Plan for Non-Employee Directors.
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.
24.1 Powers of Attorney from members of the Cooper Cameron Corporation Board
of Directors.
24.2 Certified copy of resolution authorizing signatures pursuant to Power
of Attorney.
</TABLE>
<PAGE> 1
EXHIBIT 4.7
COOPER CAMERON CORPORATION
SECOND AMENDED AND RESTATED
1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
1. Purpose and Effective Date. The purpose of this Cooper Cameron
Corporation ("Company") Second Amended and Restated 1995 Stock Option Plan for
Non-Employee Directors ("Plan") is to increase stockholder value and to advance
the interests of the Company by strengthening its ability to attract and retain
the services of experienced and knowledgeable directors and by causing each
non-employee director and advisory director to acquire an equity interest in the
Company issuing stock options ("Options") pursuant to the terms of the Plan. It
is further intended that the options granted pursuant to this Plan (the
"Options") will be nonqualified options within the meaning of Section 83 of the
Internal Revenue Code of 1986, as amended (the "Code").
2. Stockholder Approval. All Options granted pursuant to this amended and
restated Plan are subject to, and may not be exercised before, the approval of
this amended and restated Plan by the Company's stockholders as set forth in
Section 16.
3. Participation. Each director and advisory director of the Company who
is not an employee of the Company or any of its subsidiaries ("Eligible
Director") shall participate in the Plan.
4. Shares Subject to the Plan. The number of shares of Common Stock
subject to Options granted under the Plan in any year shall be determined in
accordance with the formulae set forth in Sections 5 and 6 below. In the event
of any merger, consolidation, reorganization, recapitalization, spinoff, stock
dividend, stock split, reverse stock split, exchange or other distribution with
respect to shares of Common Stock or other change in the corporate structure or
capitalization affecting the Common Stock, the number of shares of Common Stock
which are or may be subject to Options under the Plan and the terms of any
outstanding Options (including the price at which shares of Common Stock may be
issued pursuant to an outstanding Option) shall be adjusted by the Committee.
There are reserved 1,000,000 shares for issuance pursuant to the Plan. Shares of
Common Stock related to Options that are forfeited or terminated, expire
unexercised, are settled in cash in lieu of shares of Common Stock or in a
manner such that all or some of the shares of Common Stock covered by an Option
are not issued to an Eligible Director, shall immediately become available for
Options hereunder.
5. Automatic Options. An Eligible Director shall receive Options in
accordance with the provisions of this Section 5. An initial Option grant for
6,000 shares of Common Stock shall be made to an Eligible Director on the first
trading date on which such individual becomes an Eligible Director. An
additional Option for 6,000 shares of Common Stock shall be granted to Eligible
Directors in each subsequent year during the term of the Plan on a date
following the Annual Meeting of Company stockholders to be set by the Board of
Directors. Notwithstanding the foregoing, if the Company has a non-executive
(non-full time employed) Chairman of the Board of Directors, in lieu of the
Option grants set forth above, such Chairman shall receive an initial Option
grant for 20,000 shares of Common Stock on the first trading date such
individual becomes Chairman and an additional Option grant for 20,000 shares of
Common Stock in each subsequent year during the term of the Plan on the first
trading date following the Annual Meeting of Company stockholders. Except as
provided in Sections 7 and 8 below with respect to the exercisability of an
Option, no adjustment shall be made to such Option to reflect a termination of
service as an Eligible Director.
<PAGE> 2
6. Elective Options. In addition to the Options granted under Section 5
above, an Eligible Director may make an annual election to receive either the
Eligible Director's annual cash retainer or options as described below. The
election shall be made by January 1 each year beginning in 2000. On the annual
meeting date of the board of directors for 1998, each of the Eligible Directors
may elect, for 1999, either (a) an Option for 4,290 shares of Common Stock under
this Section 6 (issued at the closing price of the Common Stock as determined
for the option in the preceding sentence) in lieu of all of the Eligible
Director's annual cash retainer, (b) an Option for 2,860 shares in lieu of
two-thirds of the Eligible Director's annual cash retainer, or (c) an Option for
1,430 shares in lieu of one-third of the Eligible Director's annual cash
retainer, payable for 1999. Beginning in 2000 and in each year thereafter, each
Eligible Director may elect either (a) an Option for 4,290 shares of Common
Stock under this Section 6 (issued at the closing price of the Common Stock on
the last trading day of the prior year) in lieu of all of the Eligible
Director's annual cash retainer, (b) an Option for 2,860 shares in lieu of
two-thirds of the Eligible Director's annual cash retainer, or (c) an Option for
1,430 shares in lieu of one-third of the Eligible Director's annual cash
retainer, payable for the calendar year so elected. Each such election under
this Section 6 shall be made in writing, filed with the Secretary of the Company
and shall be irrevocable.
7. Option Terms. Each Option granted under the Plan shall be subject to
the following terms and conditions:
(a) The exercise price per share of each Option shall be equal to the
greater of the par value or the Fair Market Value of a share of Common Stock on
the date as of which the Option is granted.
(b) Except as otherwise provided by the provisions of paragraph 7(c), 7(d)
or Section 8 below, each Option shall become exercisable in full as of 12 months
after the date as of which the Option is granted.
(c) If an Eligible Director to whom an Option is granted ceases to be an
Eligible Director for any reason other than death or disability prior to the
date on which the Option becomes fully exercisable in accordance with paragraph
(b) above, the number of shares with respect to which the Option shall be
exercisable shall be the number, rounded to the nearest integer, obtained by
multiplying the number of shares originally subject to the Option by a fraction,
the numerator of which is the number of partial or whole months elapsed since
the date of grant and the denominator of which is the number of whole months
between the date of grant and the next subsequent Option grant date. The balance
of the Option shall be immediately terminated and cease to be outstanding.
(d) If an Eligible Director to whom an Option is granted ceases to be an
Eligible Director by reason of death or disability, the Option shall become
immediately exercisable in full.
(e) An Option shall be terminated and cease to be outstanding five years
and one day after the date of which it is granted.
<PAGE> 3
(f) An Option may be exercised, in whole or in part, by giving written
notice to the Secretary of the Company prior to the date on which the Option
terminates. Such notice shall specify the number of whole shares of Common Stock
to be purchased and shall be accompanied by payment in full of the Option price
for such shares by cash, check, bank draft or shares of Company Common Stock
theretofore owned and held by the Optionee for more than six months. An Option
shall not be exercisable with respect to fractional shares. The Committee may
provide in an Option Agreement that, if an Eligible Director pays the Option
exercise price in shares of Company 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; provided that such new option shall not be exercisable in
any event after the original term of the exercised option.
8. Acceleration of Options; Change in Control.
(a) If the Optionee ceases to be an Eligible Director for any reason other
than death or disability (i) with respect to Automatic Options, the Optionee
shall have the right to exercise the Option for a period of three (3) years from
the date the Optionee ceases to be an Eligible Director or for the remaining
term of the Option, if a shorter period of time, and (ii) with respect to
Elective Options, the Optionee shall have the right to exercise the Option for
the remaining term of the Option.
(b) Notwithstanding any provision in this Plan to the contrary, all
outstanding Options granted under the Plan shall become exercisable immediately
if a Change in Control occurs. If a Change in Control occurs, each holder of an
Option shall have the right, but not the obligation, to tender, within 30 days
of such a Change in Control, any Option to the Company (or any successor to the
Company) and receive in exchange therefor a lump sum cash amount equal to the
Black-Scholes value of the Option, without discount for risk of forfeiture and
non-transferability determined by using the highest Black-Scholes valuation
during the one-year period prior to the Change in Control. Any Black-Scholes
valuation for this purposes shall be performed on a basis consistent with the
methodology set forth on Exhibit A to this Plan. For purposes of this Plan, a
"Change in Control" means a change in control of the Company (other than the
initial distribution of Common Stock by Cooper Industries, Inc.) of a nature
that would be required to be reported (assuming such event has not been
"previously reported") in response to Item 6(e) of Schedule 14A of Regulation
14A promulgated under the Securities Exchange Act of 1934 (the "Exchange Act");
provided that, without limitation, a Change of Control shall be deemed to have
occurred at such time as (i) any "person" within the meaning of Section 14(d) of
the Exchange Act, is or becomes the beneficial owner, directly or indirectly, of
securities of the Company representing 20% or more of the combined voting power
of the Company's then outstanding securities, or (ii) during any period of two
consecutive years, individuals who at the beginning of such period constitute
the Board cease for any reason to constitute at least a majority thereof unless
the election, or the nomination for election by the Company's shareholders, of
each new director was approved by a vote of at least two-thirds of the directors
then still in office who were directors at the beginning of the period.
9. Definition of Fair Market Value. The "Fair Market Value" of a share of
Common Stock, as of any date, shall be equal to the average of the high and low
sales prices of a share of Common Stock as reported on the New York Stock
Exchange Composite Reporting Tape (or if the Common Stock is not traded on the
New York Stock Exchange, the average of the high and low sales prices on the
exchange on which it is traded, or as reported by an applicable automated
quotation system) (the "Composite Tape") on the applicable date or, if no sales
of Common Stock are reported on such date, the average of the high and low sales
prices of a share of Common Stock on the date the Common Stock was last reported
on the Composite Tape.
<PAGE> 4
10. Transferability of Options. Awards granted under the Plan shall not be
transferable or assignable other than: (i) by will or the laws of descent and
distribution, (ii) pursuant to a qualified domestic relations order (as defined
by the Internal Revenue Code); or (iii) with respect to Awards of nonqualified
stock options, by transfer by an Eligible Director to a member of the Eligible
Director's immediate family, which includes the Eligible Director's spouse,
children or grandchildren (including adopted and step children and
grandchildren) ("Immediate Family"), to a trust solely for the benefit of the
Eligible Director and his Immediate Family, or to a partnership or limited
liability company whose only partners or shareholders are the Eligible Director
and members of his Immediate Family. However, any Option so transferred shall
continue to be subject to all the terms and conditions contained in the
instrument evidencing such Option.
11. Compliance with Applicable Law.
(a) Notwithstanding any other provision of the Plan, the Company shall
have no obligation to issue any shares of Common Stock under the Plan if such
issuance would violate any applicable law or the applicable regulations or
requirements of any securities exchanges or similar entities.
(b) Prior to the issuance of any shares of Common Stock under the Plan,
the Company may require a written statement that the Eligible Director is
acquiring the shares for investment and not for the purpose or with the
intention of distributing the shares, and shall not dispose of them in violation
of the registration requirements of the Securities Act of 1933.
(c) If at any time, the Company in its sole discretion, determines that
the listing, registration or qualification (or any updating of any such
document) of any Option grant, or the shares of Common Stock issuable pursuant
thereto, is necessary on any securities exchange or under any federal or state
securities or blue sky law, or that the consent or approval of any governmental
regulatory body is necessary or desirable as a condition of, or in connection
with, any Option grant, the issuance of shares of Common Stock pursuant to any
grant, such Option shall not be granted and the shares of Common Stock shall not
be issued, as the case may be, in whole or in part, unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Company.
12. Treatment as a Stockholder. Any Option grant to an Eligible Director
under the Plan shall not create any rights in such Eligible Director as a
stockholder of the Company until shares of Common Stock are registered in the
name of such Eligible Director.
13. Amendments or Termination. The Board of Directors of the Company may
amend, alter or discontinue this Plan, except that (i) no amendment or
alteration that would impair the rights of any Optionee under any Option that he
has been granted shall be made without his consent and (ii) no amendment or
alteration shall be effective prior to approval by the Company's stockholders to
the extent such approval is then required by applicable legal requirements, and
(iii) the Plan shall not be amended more than once every six months to the
extent such limitation is required by Rule 16b-3(c)(2)(ii) (or any successor
provision) under the Exchange Act as then in effect.
14. Adjustments.
(a) The existence of outstanding Options shall not affect in any manner
the right or power of the Company or its stockholders to make or authorize any
or all adjustments, recapitalizations, reorganizations or other changes in the
capital stock of the Company or its
<PAGE> 5
business or any merger or consolidation of the Company, or any issue of bonds,
debentures, preferred or prior preference stock (whether or not such issue is
prior to, on a parity with or junior to the Common Stock) or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding of any kind,
whether or not of a character similar to that of the acts or proceedings
enumerated above.
(b) In the event of any subdivision or consolidation of outstanding shares
of Common Stock or declaration of a dividend payable in shares of Common Stock
or other stock split, then (i) the number of shares of Common Stock issuable
pursuant to each Option, (ii) the total number of shares reserved under the
Plan, and (iii) the per share exercise price of the Options shall each be
proportionately adjusted to reflect such transaction. In the event of any other
recapitalization or capital reorganization of the Company, any consolidation or
merger of the Company with another corporation or entity, the adoption by the
Company of a plan of exchange affecting the Common Stock or any distribution to
holders of Common Stock of securities or property (other than normal cash
dividends or dividends payable in Common Stock), the Board of Directors shall
make appropriate adjustments to (1) the number of shares of Common Stock
issuable pursuant to each Option and (2) the per share exercise price of the
Options to reflect such transaction; provided that such adjustments shall only
be such as are necessary to maintain the proportionate interest of the optionees
and preserve, without exceeding, the value of the Options. In the event of a
corporate merger, consolidation, acquisition of property or stock, separation,
reorganization or liquidation, the Board of Directors shall be authorized to
issue or assume stock options by means of substitution of new options for
previously issued options or an assumption of previously issued options as a
part of such adjustment. Notwithstanding the foregoing, and in addition to any
other rights or privileges held by a holder with respect to an Option (including
the provisions of Section 8), upon a Change in Control of the Company (as
defined in Section 8) the holder shall have the right to exchange such Option
for a new option ("New Option"), that is immediately exercisable (and will
remain exercisable for its entire remaining term), has the same remaining term
as the Option and otherwise has the same terms and conditions of the Option
exchanged, except that the new Option will be to acquire shares of the publicly
traded common equity of the Company or any successor or direct or indirect
parent of either having an aggregate value (as the date of the Change in
Control) equal to the merger or acquisition consideration paid or payable in the
Change in Control in exchange for the number of shares of Common Stock subject
to the Option and a per share exercise price determined by dividing the
aggregate exercise price of the Option by the number of shares of common equity
subject to the New Option; provided that if there is no publicly traded common
equity of the Company, or any successor or any direct or indirect parent of
either, then the New Option shall be with respect to shares of the direct or
indirect parent of the Company, and if no such parent then the Company, and if
the Company no longer exists, then the successor to the Company.
(c) The Board of Directors, which means, in event of a change in control,
the Board of Directors as constituted immediately prior to the Change in
Control, shall have the authority and responsibility to determine the
adjustments under Section 14.
15. Governing Law. This Plan and all determinations made and actions taken
pursuant hereto, to the extent not otherwise governed by mandatory provisions of
the Code or the securities laws of the United States, shall be governed by and
construed in accordance with the laws of the State of Delaware.
16. Effective Date of Plan. This amended and restated Plan shall be
effective as of the date (the "Effective Date") it is approved by the Board of
Directors of the Company. Notwithstanding the foregoing, the adoption of this
Plan is expressly conditioned upon the approval by the holders of a majority of
shares of Common Stock present, or represented, and
<PAGE> 6
entitled to vote at a meeting of the Company's stockholders held on or before
December 31, 1999. If the stockholders of the Company should fail so to approve
this Plan prior to such date, the provisions of the Plan prior to the amendment
and restatement shall be continued as if the Plan had not been amended and
restated.
17. Miscellaneous. The granting of any Option shall not impose upon the
Company, the Board of Directors of the Company or any other directors or
advisory director of the Company any obligation to nominate any Optionee for
election as a director or advisory director and the right of the stockholders of
the Company to remove any person as a director or advisory director of the
Company shall not be diminished or affected by reason of the fact that an Option
has been granted to such person.
<PAGE> 7
EXHIBIT A
COOPER CAMERON CORPORATION
BLACK-SCHOLES OPTION VALUATION
================================================================================
THE STOCK'S CURRENT MARKET VALUE
$
------
ESTIMATED FUTURE DIVIDEND YIELD
%
------
THE OPTION'S EXERCISE OR STRIKE PRICE
$
------
OPTION TERM (IN YEARS)
------
RISK FREE RATE FOR OPTION TERM
%
------
ESTIMATED FUTURE ANNUAL STOCK VOLATILITY
------
PRESENT VALUE AS A PERCENT OF MARKET VALUE
%
------
PRESENT VALUE PER SHARE
$
------
<PAGE> 1
EXHIBIT 5.1
[COOPER CAMERON LETTERHEAD]
May 28, 1999
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 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")
to be filed with the Securities and Exchange Commission relating to the
following plan:
Cooper Cameron Corporation Second Amended and Restated 1995
Stock Option Plan for Non-Employee Directors
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 Certificate of Amendment to the 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.
<PAGE> 2
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.
(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 Statements.
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) pertaining to the Cooper Cameron Corporation
Second Amended and Restated 1995 Stock Option Plan for Non-Employee Directors
and to the incorporation by reference therein of our report dated January 28,
1999, 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, 1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Houston, Texas
May 27, 1999
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
COOPER CAMERON CORPORATION
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of Cooper Cameron Corporation (hereinafter referred to as the
"Company"), does hereby constitute and appoint SHELDON R. ERIKSON, THOMAS R. HIX
and FRANKLIN MYERS, respectively, and each of them, with full power and
substitution, his true and lawful attorneys and agents (each with authority to
act alone), to do any and all acts and things and to execute any and all
instruments which said attorneys and agents or any of them may deem necessary or
advisable: (i) to enable the Company to comply with the Securities Act of 1933,
as amended, and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration
under the said Securities Act of Common Stock of the Company, par value $0.01
per share (the "Stock"), issued or to be issued by the Company and indeterminate
amount of interest to be offered or sold pursuant to the Cooper Cameron
Corporation Second Amended and Restated 1995 Stock Option Plan for Non-Employee
Directors; including specifically, but without limiting the generality of the
foregoing, the power and authority to sign for and on behalf of the undersigned
the name of the undersigned as officer and/or director of the Company to one or
more Registration Statements on Form S-8, as the case may be, or to any
amendments thereto (including any post-effective amendments) filed with the
Securities and Exchange Commission with respect to the Stock, and to any
instrument or document filed as part of, as an exhibit to, or in connection with
said Registration Statements or amendments; and (ii) to register or qualify the
Stock for sale and to register or license the Company as a broker or dealer in
the Stock under the securities or Blue Sky laws of all such states as may be
necessary or appropriate to permit the offering and sale as contemplated by said
Registration Statements, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign for and on behalf
of the undersigned the name of the undersigned as officer and/or director of the
Company to any application, statement, petition, prospectus, notice or other
instrument or document, or to any amendment thereto, or to any exhibit filed as
part thereof or in connection therewith, which is required to be signed by the
undersigned and to be filed with the public authority or authorities
administering said securities or Blue Sky laws for the purpose of so registering
or qualifying the Stock or registering or licensing the Company; and the
undersigned does hereby ratify and confirm as his own act and deed all that said
attorneys and agents, and each of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents, this
26th day of May, 1999.
/s/ C. Baker Cunningham
-----------------------------------
C. Baker Cunningham
<PAGE> 2
EXHIBIT 24.1
POWER OF ATTORNEY
COOPER CAMERON CORPORATION
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of Cooper Cameron Corporation (hereinafter referred to as the
"Company"), does hereby constitute and appoint SHELDON R. ERIKSON, THOMAS R. HIX
and FRANKLIN MYERS, respectively, and each of them, with full power and
substitution, his true and lawful attorneys and agents (each with authority to
act alone), to do any and all acts and things and to execute any and all
instruments which said attorneys and agents or any of them may deem necessary or
advisable: (i) to enable the Company to comply with the Securities Act of 1933,
as amended, and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration
under the said Securities Act of Common Stock of the Company, par value $0.01
per share (the "Stock"), issued or to be issued by the Company and indeterminate
amount of interest to be offered or sold pursuant to the Cooper Cameron
Corporation Second Amended and Restated 1995 Stock Option Plan for Non-Employee
Directors; including specifically, but without limiting the generality of the
foregoing, the power and authority to sign for and on behalf of the undersigned
the name of the undersigned as officer and/or director of the Company to one or
more Registration Statements on Form S-8, as the case may be, or to any
amendments thereto (including any post-effective amendments) filed with the
Securities and Exchange Commission with respect to the Stock, and to any
instrument or document filed as part of, as an exhibit to, or in connection with
said Registration Statements or amendments; and (ii) to register or qualify the
Stock for sale and to register or license the Company as a broker or dealer in
the Stock under the securities or Blue Sky laws of all such states as may be
necessary or appropriate to permit the offering and sale as contemplated by said
Registration Statements, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign for and on behalf
of the undersigned the name of the undersigned as officer and/or director of the
Company to any application, statement, petition, prospectus, notice or other
instrument or document, or to any amendment thereto, or to any exhibit filed as
part thereof or in connection therewith, which is required to be signed by the
undersigned and to be filed with the public authority or authorities
administering said securities or Blue Sky laws for the purpose of so registering
or qualifying the Stock or registering or licensing the Company; and the
undersigned does hereby ratify and confirm as his own act and deed all that said
attorneys and agents, and each of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents, this
26th day of May, 1999.
/s/ Grant A. Dove
-----------------------------------
Grant A. Dove
<PAGE> 3
EXHIBIT 24.1
POWER OF ATTORNEY
COOPER CAMERON CORPORATION
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of Cooper Cameron Corporation (hereinafter referred to as the
"Company"), does hereby constitute and appoint SHELDON R. ERIKSON, THOMAS R. HIX
and FRANKLIN MYERS, respectively, and each of them, with full power and
substitution, his true and lawful attorneys and agents (each with authority to
act alone), to do any and all acts and things and to execute any and all
instruments which said attorneys and agents or any of them may deem necessary or
advisable: (i) to enable the Company to comply with the Securities Act of 1933,
as amended, and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration
under the said Securities Act of Common Stock of the Company, par value $0.01
per share (the "Stock"), issued or to be issued by the Company and indeterminate
amount of interest to be offered or sold pursuant to the Cooper Cameron
Corporation Second Amended and Restated 1995 Stock Option Plan for Non-Employee
Directors; including specifically, but without limiting the generality of the
foregoing, the power and authority to sign for and on behalf of the undersigned
the name of the undersigned as officer and/or director of the Company to one or
more Registration Statements on Form S-8, as the case may be, or to any
amendments thereto (including any post-effective amendments) filed with the
Securities and Exchange Commission with respect to the Stock, and to any
instrument or document filed as part of, as an exhibit to, or in connection with
said Registration Statements or amendments; and (ii) to register or qualify the
Stock for sale and to register or license the Company as a broker or dealer in
the Stock under the securities or Blue Sky laws of all such states as may be
necessary or appropriate to permit the offering and sale as contemplated by said
Registration Statements, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign for and on behalf
of the undersigned the name of the undersigned as officer and/or director of the
Company to any application, statement, petition, prospectus, notice or other
instrument or document, or to any amendment thereto, or to any exhibit filed as
part thereof or in connection therewith, which is required to be signed by the
undersigned and to be filed with the public authority or authorities
administering said securities or Blue Sky laws for the purpose of so registering
or qualifying the Stock or registering or licensing the Company; and the
undersigned does hereby ratify and confirm as his own act and deed all that said
attorneys and agents, and each of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents, this
26th day of May, 1999.
/s/ Michael E. Patrick
-----------------------------------
Michael E. Patrick
<PAGE> 4
EXHIBIT 24.1
POWER OF ATTORNEY
COOPER CAMERON CORPORATION
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of Cooper Cameron Corporation (hereinafter referred to as the
"Company"), does hereby constitute and appoint SHELDON R. ERIKSON, THOMAS R. HIX
and FRANKLIN MYERS, respectively, and each of them, with full power and
substitution, his true and lawful attorneys and agents (each with authority to
act alone), to do any and all acts and things and to execute any and all
instruments which said attorneys and agents or any of them may deem necessary or
advisable: (i) to enable the Company to comply with the Securities Act of 1933,
as amended, and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration
under the said Securities Act of Common Stock of the Company, par value $0.01
per share (the "Stock"), issued or to be issued by the Company and indeterminate
amount of interest to be offered or sold pursuant to the Cooper Cameron
Corporation Second Amended and Restated 1995 Stock Option Plan for Non-Employee
Directors; including specifically, but without limiting the generality of the
foregoing, the power and authority to sign for and on behalf of the undersigned
the name of the undersigned as officer and/or director of the Company to one or
more Registration Statements on Form S-8, as the case may be, or to any
amendments thereto (including any post-effective amendments) filed with the
Securities and Exchange Commission with respect to the Stock, and to any
instrument or document filed as part of, as an exhibit to, or in connection with
said Registration Statements or amendments; and (ii) to register or qualify the
Stock for sale and to register or license the Company as a broker or dealer in
the Stock under the securities or Blue Sky laws of all such states as may be
necessary or appropriate to permit the offering and sale as contemplated by said
Registration Statements, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign for and on behalf
of the undersigned the name of the undersigned as officer and/or director of the
Company to any application, statement, petition, prospectus, notice or other
instrument or document, or to any amendment thereto, or to any exhibit filed as
part thereof or in connection therewith, which is required to be signed by the
undersigned and to be filed with the public authority or authorities
administering said securities or Blue Sky laws for the purpose of so registering
or qualifying the Stock or registering or licensing the Company; and the
undersigned does hereby ratify and confirm as his own act and deed all that said
attorneys and agents, and each of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents, this
26th day of May, 1999.
/s/ David Ross
-----------------------------------
David Ross
<PAGE> 5
EXHIBIT 24.1
POWER OF ATTORNEY
COOPER CAMERON CORPORATION
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of Cooper Cameron Corporation (hereinafter referred to as the
"Company"), does hereby constitute and appoint SHELDON R. ERIKSON, THOMAS R. HIX
and FRANKLIN MYERS, respectively, and each of them, with full power and
substitution, his true and lawful attorneys and agents (each with authority to
act alone), to do any and all acts and things and to execute any and all
instruments which said attorneys and agents or any of them may deem necessary or
advisable: (i) to enable the Company to comply with the Securities Act of 1933,
as amended, and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration
under the said Securities Act of Common Stock of the Company, par value $0.01
per share (the "Stock"), issued or to be issued by the Company and indeterminate
amount of interest to be offered or sold pursuant to the Cooper Cameron
Corporation Second Amended and Restated 1995 Stock Option Plan for Non-Employee
Directors; including specifically, but without limiting the generality of the
foregoing, the power and authority to sign for and on behalf of the undersigned
the name of the undersigned as officer and/or director of the Company to one or
more Registration Statements on Form S-8, as the case may be, or to any
amendments thereto (including any post-effective amendments) filed with the
Securities and Exchange Commission with respect to the Stock, and to any
instrument or document filed as part of, as an exhibit to, or in connection with
said Registration Statements or amendments; and (ii) to register or qualify the
Stock for sale and to register or license the Company as a broker or dealer in
the Stock under the securities or Blue Sky laws of all such states as may be
necessary or appropriate to permit the offering and sale as contemplated by said
Registration Statements, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign for and on behalf
of the undersigned the name of the undersigned as officer and/or director of the
Company to any application, statement, petition, prospectus, notice or other
instrument or document, or to any amendment thereto, or to any exhibit filed as
part thereof or in connection therewith, which is required to be signed by the
undersigned and to be filed with the public authority or authorities
administering said securities or Blue Sky laws for the purpose of so registering
or qualifying the Stock or registering or licensing the Company; and the
undersigned does hereby ratify and confirm as his own act and deed all that said
attorneys and agents, and each of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents, this
25th day of May, 1999.
/s/ Michael Sebastian
-----------------------------------
Michael Sebastian
<PAGE> 6
EXHIBIT 24.1
POWER OF ATTORNEY
COOPER CAMERON CORPORATION
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of Cooper Cameron Corporation (hereinafter referred to as the
"Company"), does hereby constitute and appoint SHELDON R. ERIKSON, THOMAS R. HIX
and FRANKLIN MYERS, respectively, and each of them, with full power and
substitution, his true and lawful attorneys and agents (each with authority to
act alone), to do any and all acts and things and to execute any and all
instruments which said attorneys and agents or any of them may deem necessary or
advisable: (i) to enable the Company to comply with the Securities Act of 1933,
as amended, and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration
under the said Securities Act of Common Stock of the Company, par value $0.01
per share (the "Stock"), issued or to be issued by the Company and indeterminate
amount of interest to be offered or sold pursuant to the Cooper Cameron
Corporation Second Amended and Restated 1995 Stock Option Plan for Non-Employee
Directors; including specifically, but without limiting the generality of the
foregoing, the power and authority to sign for and on behalf of the undersigned
the name of the undersigned as officer and/or director of the Company to one or
more Registration Statements on Form S-8, as the case may be, or to any
amendments thereto (including any post-effective amendments) filed with the
Securities and Exchange Commission with respect to the Stock, and to any
instrument or document filed as part of, as an exhibit to, or in connection with
said Registration Statements or amendments; and (ii) to register or qualify the
Stock for sale and to register or license the Company as a broker or dealer in
the Stock under the securities or Blue Sky laws of all such states as may be
necessary or appropriate to permit the offering and sale as contemplated by said
Registration Statements, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign for and on behalf
of the undersigned the name of the undersigned as officer and/or director of the
Company to any application, statement, petition, prospectus, notice or other
instrument or document, or to any amendment thereto, or to any exhibit filed as
part thereof or in connection therewith, which is required to be signed by the
undersigned and to be filed with the public authority or authorities
administering said securities or Blue Sky laws for the purpose of so registering
or qualifying the Stock or registering or licensing the Company; and the
undersigned does hereby ratify and confirm as his own act and deed all that said
attorneys and agents, and each of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents, this
25th day of May, 1999.
/s/ Nathan Avery
-----------------------------------
Nathan Avery
<PAGE> 1
[COOPER CAMERON CORPORATION LETTERHEAD]
I, the undersigned, FRANKLIN MYERS, Secretary of COOPER CAMERON
CORPORATION, a Delaware company (hereinafter called the "Company"), do hereby
certify that pursuant to the meeting of the Board of Directors of the Company
held on February 11, 1999, the following resolutions were duly adopted:
RESOLVED, that the appropriate officers of the Company be, and each
hereby is, authorized and empowered for, in the name and on behalf of the
Company to prepare or cause to be prepared for filing and to file with the
Securities and Exchange Commission (the "SEC") a registration statement
with respect to the additional shares provided for under the Seventh
Amendment to the Amended and Restated 1995 Stock Option Plan for
Non-Employee Directors (the "Directors Plan"), as prescribed by the SEC,
together with all such information and data in connection therewith, and
exhibits, amendments and supplements thereto as may be recommended by
counsel for the Company or required by the SEC, and to do any and all acts
and things such officer shall deem necessary or appropriate in order that
the Registration Statement may continue in effect in compliance with the
Securities Act of 1933 and the rules and regulations promulgated
thereunder; and
FURTHER RESOLVED, that each director and officer of the Company who
may be required to execute said Registration Statement or any amendment
thereto be, and each hereby is, authorized and empowered to execute a power
of attorney appointing Sheldon R. Erikson, Thomas R. Hix and Franklin
Myers, and each of them severally, his or her true and lawful attorneys or
attorney with power to act with or without the other and with full power of
substitution, or resubstitution, to execute in his or her name, place and
stead, in his or her capacity as a director or officer, or both, of the
Company, said Registration Statement and any and all amendments thereto and
any and all instruments and documents necessary or incidental in connection
therewith, and to file the same with the SEC; that each of said attorneys
shall have full power and authority to do and perform in the name and on
behalf of said directors or officers, as the case may be, every act
whatsoever necessary of desirable to be done in the premises as fully to
all intents and purposes as each of said directors and officers might or
could do in person; and
FURTHER RESOLVED, that it is desirable and in the best interest of the
Company that the Common Stock to be offered under the Directors Plan be
qualified or registered for sale in various states; that the Chief
Executive Officer, the President, any Vice President, the Treasurer and the
Secretary or any Assistant Secretary be, and each of them hereby is,
authorized to determined the states in which appropriate action shall be
taken to qualify or register for sale all or such part of the securities
that may be offered under the Directors Plan as said officers may deem
advisable in order to comply with applicable laws of such states, and in
<PAGE> 2
connection therewith to execute and file all requisite papers and
documents, including, but not limited to, applications, reports, surety
bonds, irrevocable consents and appointments of attorneys for service of
process; and the execution by such officers of any such instrument or
document or the doing by them of any act in connection with the foregoing
matters shall conclusively establish their authority therefor from the
Company of the instruments and documents so executed and the action so
taken; and
FURTHER RESOLVED, that the appropriate officers of the Company be, and
each hereby is, authorized and empowered to prepare and file or to cause to
be prepared and to be filed applications for the listing on The New York
Stock Exchange of the Common Stock to be issued pursuant to the Directors
Plan; and Sheldon R. Erikson, Thomas R. Hix and Franklin Myers are hereby
designated as the representatives of the Company to appear before the
officials of such exchange and to modify or change the applications, if
necessary, and to take such other steps as may be necessary to effect the
listing of said securities on The New York Stock Exchange; and
FURTHER RESOLVED, that the appropriate officers of the Company be, and
each hereby is, authorized and empowered, for and on behalf of the Company,
to take or cause to be taken all such other and further actions, and to
execute, acknowledge and deliver any and all such instruments as they may
deem necessary or advisable to carry out the purposes and intent of the
foregoing resolutions.
I further certify that the foregoing resolutions have not been modified,
revoked or rescinded and are in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
COOPER CAMERON CORPORATION, this 27th day of May, 1999.
/s/ Franklin Myers
-----------------------------------
Franklin Myers
Secretary
[CORPORATE SEAL]
