<PAGE>
As filed with the Securities and Exchange Commission on May 25, 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)
AMENDED AND RESTATED COOPER CAMERON CORPORATION
LONG-TERM 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)
-----------------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
========================================================================================
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Per Offering Registration
to be Registered (1) Registered Share(2) Price(3) Fee
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share 2,000,000(4) $73.44 $146,880,000 $40,832.64
========================================================================================
</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 Amended and Restated Cooper Cameron Corporation Long-
Term 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
May 18, 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) 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) Registration Statement on Form S-8 of Cooper Cameron Corporation filed
with the Securities and Exchange Commission on May 26, 1998, relating to
the Amended and Restated Cooper Cameron Corporation Long-Term Incentive
Plan (File No. 333-53545).
(d) Annual Report on Form 10-K for the year ended December 31, 1999.
(e) Quarterly Report on Form 10-Q for the quarter ended March 31, 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 Long-Term Incentive Plan.
<PAGE>
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.
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 Amended and Restated Long-Term Incentive Plan, incorporated herein by
reference from the Registrant's Proxy Statement dated March 21, 1997.
4.7 First Amendment to the Amended and Restated Cooper Cameron Corporation
Long-Term Incentive Plan, filed as Exhibit 4.5 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.
4.8 Second Amendment to the Amended and Restated Cooper Cameron Corporation
Long-Term Incentive Plan.
4.9 Third Amendment to the Amended and Restated Cooper Cameron Corporation
Long-Term Incentive Plan, incorporated herein by reference from the
Registrant's Proxy Statement dated March 25, 2000.
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.
<PAGE>
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 23rd day of May,
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 May 23, 2000:
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
Nathan M. Avery * Director
C. Baker Cunningham* Director
Grant A. Dove* Director
Michael E. Patrick* Director
David Ross* Director
Michael Sebastian* Director
<PAGE>
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 23rd day of May, 2000.
AMENDED AND RESTATED COOPER
CAMERON CORPORATION LONG-TERM
INCENTIVE PLAN
ADMINISTRATIVE COMMITTEE
/s/ Thomas R. Hix
______________________________________
By: Thomas R. Hix, Chairman
*By: /s/ William C. Lemmer
---------------------
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 Amended and Restated Long-Term Incentive Plan,
incorporated herein by reference from the
Registrant's Proxy Statement dated March 21, 1997.
4.7 First Amendment to the Amended and Restated Long-
Term Incentive Plan, filed as Exhibit 4.5 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.
4.8 Second Amendment to the Amended and Restated Cooper
Cameron Corporation Long-Term Incentive Plan.
4.9 Third Amendment to the Amended and Restated Cooper
Cameron Corporation Long-Term Incentive Plan,
incorporated herein by reference from the
Registrant's Proxy Statement dated March 25, 2000.
<PAGE>
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.
<PAGE>
Exhibit 4.8
SECOND 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 May
13, 1999:
1. Section 14.3 shall be added to the Plan:
"In addition to any other rights or privileges held by a
holder with respect to an Award that is an option (including
the provisions of Section 14.2), upon a Change in Control of
the Company, the holder shall have the right to exchange
such option for a new option ("New Option") that shall be
issued according to the following:
(1) the New Option shall be immediately exercisable;
(2) the New Option shall have a term equal to the remaining
term of the LTIP Option it replaces (and shall be
exercisable through such term);
(3) the New Option will give the holder the right to
acquire shares of the publicly traded common equity of
the Company or any successor or direct or indirect
parent of either ("Replacement Common Stock") (in the
event of two or more classes of common equity, the
common equity used shall be determined by the
Compensation Committee of the Board of Directors of the
Company existing prior to a Change in Control);
(4) the exercise price used for the New Option ("New
Exercise Price") for acquiring a share of Replacement
Common Stock shall be determined at the time of the
Change in Control by taking (i) the higher of (a) the
aggregate value (as of the date of the Change in
Control) equal to the
<PAGE>
merger or acquisition consideration paid or payable in
the Change in Control, on a per share basis, or (b) the
highest price paid for a share of Cooper Cameron common
stock over the New York Stock Exchange (or other
primary exchange) during the 12 months prior to the
Change in Control, and (ii) dividing such amount into
the per share exercise price of the LTIP Option; with
the result multiplied by the Replacement Common Stock
closing price on its principal stock exchange on the
day of the Change in Control, or if traded in the over-
the-counter market and not on an exchange, the last bid
price in such market;
(5) the number of shares of Replacement Common Stock subject
to the New Option shall be the number necessary, using
the New Exercise Price, to provide an aggregate value
(as of the date of the Change in Control) equal to the
higher of (a) the merger or acquisition consideration
paid or payable in the Change in Control on a per share
basis, or (b) the highest price paid for a share of
Cooper Cameron common stock over the New York Stock
Exchange (or other primary exchange) during the 12
months prior to the Change in Control;
(6) 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.
2. Section 14.4 shall be added to the Plan:
"The Board may determine, in connection with an event described in
Sections 14.2 or 14.3, to provide with respect to Awards other
adjustments, rights or privileges, including adjustments, rights or
privileges that are alternatives to those provided in Sections 14.2
and 14.3, but unless such adjustments, rights or privileges are
cumulative to those in Sections 14.2 and 14.3, they will be applicable
only with the consent of the holder of an Award.
3. As amended hereby, the Plan is specifically ratified and reaffirmed.
/s/ Franklin Myers
________________________
Franklin Myers, Senior Vice President
and Secretary
Date: May 13, 1999
<PAGE>
Exhibit 5.1
May 17, 2000
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 2,000,000
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>
Cooper Cameron Corporation
May 17, 2000
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/ William C. Lemmer
------------------------------
William C. Lemmer
Vice President, General Counsel
and Secretary
<PAGE>
Exhibit 23.2
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Interests of Named
Experts and Counsel" in this Registration Statement (Form S-8) pertaining to the
Amended and Restated Cooper Cameron Corporation Long-Term Incentive Plan and to
the incorporation by reference therein of our report dated January 27, 2000,
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, 1999, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Houston, Texas
May 22, 2000
<PAGE>
Exhibit 24.1
COOPER CAMERON CORPORATION
POWER OF ATTORNEY
WHEREAS, Cooper Cameron Corporation, A Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement ("Registration Statement") on Form S-8 and any and all
amendments thereto as may be necessary or appropriate, together with any and all
exhibits and other documents in connection therewith for the purpose of
registering certain shares of Common Stock of the Company (the "Stock"), as
follows:
<TABLE>
<CAPTION>
Number of Shares
Registration Statement to be Registered Benefit Plan
---------------------- ---------------- ------------
<S> <C> <C>
Form S-8 2,000,000 Cooper Cameron Amended and
Restated Long-Term Incentive
Plan
</TABLE>
WHEREAS, the Company intends to register or qualify these shares of Stock
for sale and to register or license the Company as a broker or dealer for the
sale of these shares under the securities or Blue Sky laws of all states as may
be necessary or appropriate to permit the offering and sale as contemplated by
the Registration Statement,
NOW, THEREFORE, the undersigned in his capacity as a Director and/or
officer of the Company, does hereby constitute and appoint SHELDON R. ERIKSON,
THOMAS R. HIX and WILLIAM C. LEMMER, respectively, and each of them, his true
and lawful attorneys and agents, with power to act with or without the others
and with full power of substitution and resubstitution, 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 Act and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Act of
shares of Stock issued or to be issued by the Company and an indeterminate
number of additional shares that may be necessary to adjust the number of
shares reserved for issuance under the Amended and Restated Long-Term
Incentive Plan as a result of any future stock split, stock dividend or
similar adjustment of the outstanding Common Stock; including specifically,
but without limiting the generality of the foregoing, the power and
authority to sign for and on behalf of the
<PAGE>
undersigned the name of the undersigned as Director and/or officer 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 these
shares of 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 these shares of 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 Director and/or
officer 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 executed this instrument effective
May 15, 2000.
Sheldon R. Erikson Chairman of the Board, /s/ Sheldon R. Erikson
Chief Executive Officer, -------------------------
and Director (principal
executive officer)
Thomas R. Hix Senior Vice President and /s/ Thomas R. Hix
Chief Financial Officer -------------------------
(principal financial officer)
Joseph D. Chamberlain Vice President and /s/ Joseph D. Chamberlain
Controller (principal -------------------------
accounting Officer)
Nathan M. Avery Director /s/ Nathan M. Avery
-------------------------
<PAGE>
C. Baker Cunningham Director /s/ C. Baker Cunningham
-------------------------
Grant A. Dove Director /s/ Grant A. Dove
-------------------------
Michael E. Patrick Director /s/ Michael E. Patrick
-------------------------
David Ross Director /s/ David Ross
-------------------------
Michael J. Sebastian Director /s/ Michael J. Sebastian
-------------------------
<PAGE>
Exhibit 24.2
[Cooper Cameron Corporation Letterhead]
I, the undersigned, GRACE L. HUGHES, Assistant 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 May 11, 2000, 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 Third
Amendment to the Amended and Restated Long-Term Incentive 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 William C.
Lemmer, 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 Incentive 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 Incentive Plan as said officers may deem
advisable in order to comply with applicable laws of such states, and in
<PAGE>
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 Incentive
Plan; and Sheldon R. Erikson, Thomas R. Hix and William C. Lemmer 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 17/th/ day of May, 2000.
/s/ Grace L. Hughes
____________________________________
Grace L. Hughes
Assistant Secretary
(CORPORATE SEAL)
