<PAGE>
As filed with the Securities and Exchange Commission on September 26, 2000
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)
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 BROAD BASED
2000 INCENTIVE PLAN
(Full title of the plan)
William C. Lemmer
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 800,000(4) $74.75 $59,800,000 $15,787.20
$.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 number of additional
shares that may be necessary to adjust the number of shares reserved for
issuance under the Cooper Cameron Corporation Broad Based 2000 Incentive
Plan as a result of any future stock split, stock dividend or similar
adjustment of the outstanding Common Stock.
(2) Estimated based on the reported New York Stock Exchange composite
transactions high and low prices on September 21, 2000, 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>
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) Annual Report on Form 10-K for the year ended December 31, 1999.
(b) Quarterly Report on Form 10-Q for the quarter ended June 30, 2000.
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, 1999, 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 on 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 William C. Lemmer, Vice President, General Counsel and Secretary
of the Company. Mr. Lemmer is eligible to participate in the Cooper Cameron
Corporation Broad Based 2000 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.
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, filed as
Exhibit 4.3 to the Registration Statement on Form S-8 of Cooper Cameron
Corporation, dated May 26, 1998 (Commission File No. 333-53545), and
incorporated herein by reference.
<PAGE>
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 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.
4.6 Cooper Cameron Corporation Broadbased 2000 Incentive Plan.
5.1 Opinion and Consent of William C. Lemmer, Vice President, General Counsel
and Secretary of the Company.
23.1 Consent of William C. Lemmer (contained in his opinion filed as Exhibit 5.1
hereto.)
23.2 Consent of Independent Auditors.
24.1 Powers of Attorney from members of Cooper Cameron Corporation's Board of
Directors.
24.2 Certified copy of resolution authorizing signatures pursuant to Power of
Attorney.
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 25th day of
September, 2000.
COOPER CAMERON CORPORATION
(Registrant)
/s/ Thomas R. Hix
----------------------------------
By: 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 September 25, 2000:
Signature Title
--------- -----
/s/ Sheldon R. Erikson Director, Chairman, President &
-------------------------------
Sheldon R. Erikson Chief Executive Officer (principal
executive officer)
<PAGE>
/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)
Nathan M. Avery * Director
C. Baker Cunningham* Director
Grant A. Dove* Director
Michael E. Patrick* Director
David Ross* Director
Michael Sebastian* Director
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 25th day of September, 2000.
COOPER CAMERON CORPORATION BROAD BASED 2000
INCENTIVE PLAN
ADMINISTRATIVE COMMITTEE
/s/ Thomas R. Hix
-----------------------------
By: Thomas R. Hix, Chairman
/s/ William C. Lemmer
*By: ------------------------
William C. Lemmer
Attorney-in-fact
<PAGE>
EXHIBIT INDEX
Exhibit Sequential
Number Description Page No.
-----------------------------------------------------------------------
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, filed as
Exhibit 4.3 to the Registration Statement on Form S-8 of Cooper Cameron
Corporation, dated May 26, 1998 (Commission File No. 333-53545), 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 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.
4.6 Cooper Cameron Corporation Broadbased 2000 Incentive Plan.
5.1 Opinion and Consent of William C. Lemmer, Vice President, General Counsel
and Secretary of the Company.
23.1 Consent of William C. Lemmer (contained in his opinion filed as Exhibit
5.1 hereto.)
23.2 Consent of Independent Auditors.
24.1 Powers of Attorney from members of Cooper Cameron Corporation's Board of
Directors.
24.2 Certified copy of resolutions authorizing signatures pursuant to Power of
Attorney.
