As filed with the Securities and Exchange Commission on January 30, 2002
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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WEATHERFORD INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-2515019
(State or other jurisdiction of incorporation or (I.R.S. Employer
organization) Identification No.)
515 POST OAK BOULEVARD,
SUITE 600 77027
HOUSTON, TEXAS
(Address of Principal Executive Offices) (Zip Code)
WEATHERFORD INTERNATIONAL, INC. 1998 EMPLOYEE STOCK OPTION PLAN, AS AMENDED
(Full title of the plan)
BURT M. MARTIN
WEATHERFORD INTERNATIONAL, INC.
515 POST OAK BOULEVARD, SUITE 600
HOUSTON, TEXAS 77027
(Name and address of agent for service)
(713) 693-4000
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
REGISTERED REGISTERED SHARE(1) PRICE(1) FEE
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Common Stock, $1.00 par value 7,000,000(2) $ 36.92 $ 258,440,000 $23,776.47
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933 and based upon
the average of the high and low sales prices of a share of Common Stock
as reported by the New York Stock Exchange, Inc. on January 28, 2002.
(2) Includes (i) 7,000,000 shares of Common Stock for the Weatherford
International, Inc. 1998 Employee Stock Option Plan and (ii) an
indeterminable number of shares of Common Stock issuable as a result of
the anti-dilution provisions in the foregoing plan.
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EXPLANATORY NOTE: On May 9, 2000, Weatherford International, Inc., a Delaware
corporation (the "Registrant"), filed a Registration Statement on Form S-8 (Reg.
No. 333-36598) to register, among other things, 11,704,120 shares of the
Registrant's common stock, $1.00 par value (the "Common Stock"), to be offered
upon the terms and subject to the conditions of the Weatherford International,
Inc. 1998 Employee Stock Option Plan, as amended (the "Plan"). On October 20,
2000, pursuant to General Instruction E of Form S-8, the Registrant filed a
Registration Statement on Form S-8 (Reg. No. 333-48320) to register 3,295,880
additional shares of the Common Stock. Also pursuant to General Instruction E of
Form S-8, the Registrant is filing this Registration Statement on Form S-8 to
register additional shares of the Common Stock to be offered upon the terms and
subject to the conditions of the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant incorporates by reference in this Registration
Statement the following documents:
1. The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 2000, as amended by Amendment Nos.
1 and 2 to Form 10-K on Forms 10 K/A;
2. The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2001;
3. The Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2001;
4. The Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2001;
5. The Registrant's Current Report on Form 8-K dated January
30, 2001;
6. The Registrant's Current Report on Form 8-K dated February
9, 2001, as amended by Amendment No. 1 to Form 8-K on Form
8-K/A;
7. The Registrant's Current Report on Form 8-K dated April 19,
2001;
8. The Registrant's Current Report on Form 8-K dated July 16,
2001;
9. The Registrant's Current Report on Form 8-K dated August
13, 2001;
10. The Registrant's Current Report on Form 8-K dated October
24, 2001;
11. The Registrant's Current Report on Form 8-K dated November
6, 2001;
12. The Registrant's Current Report on Form 8-K dated November
16, 2001;
13. The Registrant's Current Report on Form 8-K dated November
30, 2001; and
14. The description of the Common Stock contained in a
registration statement on Form 8-A (filed May 19, 1994) and
as amended by the Registrant's Registration Statement on
Form S-3 (Registration No. 333-44272), including any
amendment or report filed for the purpose of updating such
description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the
date of the filing hereof and prior to the filing of a
II-2
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 by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Pursuant to General Instruction E, the information required by this
item is incorporated by reference to Item 4 of the Registrant's Registration
Statement on Form S-8 (Reg. No. 333-36598), filed on May 9, 2000.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Burt M. Martin, Vice President-Legal of the Registrant, is eligible
to participate in the Plan and holds options to purchase 239,013 shares of
Common Stock thereunder.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to General Instruction E, the information required by this
item is incorporated by reference to Item 6 of the Registrant's Registration
Statement on Form S-8 (Reg. No. 333-36598), filed on May 9, 2000.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Pursuant to General Instruction E, the information required by the
item is incorporated by reference to Item 7 of the Registrant's Registration
Statement on Form S-8 (Reg. No. 333-36598), filed on May 9, 2000.
ITEM 8. EXHIBITS.
4.1 - Amended and Restated Certificate of Incorporation
of the Registrant, as amended (incorporated by
reference to Exhibit No. 3.1 to the Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1998 (File No. 1-13086) filed March
30, 1999).
4.2 - Amended and Restated By-laws of the Registrant, as
amended (incorporated by reference to Exhibit No.
3.2 to the Registrant's Current Report on Form 8-K
(File 1-13086), filed June 2, 1998).
4.3 - Certificate of Designation of the Registrant's
Series A Preferred Stock, par value $1.00 per share
(incorporated by reference to Exhibit 3.3 to
Registration Statement on Form S-3 (Reg. No.
333-41344)).
4.4 - Amended and Restated Credit Agreement dated as of
May 27, 1998, among EVI, Inc., EVI Oil Tools Canada
Ltd., Chase Bank of Texas, National Association, as
U.S. Administrative Agent, The Bank of Nova Scotia,
as Documentation Agent and Canadian Agent, ABN AMRO
Bank, N.V., as Syndication Agent, and the other
Lenders defined therein, including the forms of
Notes (incorporated by reference to Exhibit No. 4.1
to the Registrant's Current Report on Form 8-K
(File 1-13086) filed June 16, 1998).
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4.5 - Indenture dated as of October 15, 1997, between
EVI, Inc. and The Chase Manhattan Bank, as Trustee
(incorporated by reference to Exhibit No. 4.13 to
the Registrant's Registration Statement on Form S-3
(Reg. No. 333-45207)).
4.6 - First Supplemental Indenture dated as of October
28, 1997, between EVI, Inc. and The Chase Manhattan
Bank, as Trustee (including Form of Debenture)
(incorporated by reference to Exhibit 4.2 to the
Registrant's Current Report on Form 8-K (File
1-13086) filed November 5, 1997).
4.7 - Registration Rights Agreement dated November 3,
1997, by and among EVI, Inc., Morgan Stanley & Co.
Incorporated, Donaldson, Lufkin & Jenrette
Securities Corporation, Credit Suisse First Boston
Corporation, Lehman Brothers Inc., Prudential
Securities Incorporated and Schroder & Co. Inc.
(incorporated by reference to Exhibit 4.3 to the
Registrant's Current Report on Form 8-K (File
1-13086) filed November 5, 1997).
4.8 - Indenture dated May 17, 1996, between Weatherford
Enterra, Inc. and Bank of Montreal Trust Company,
as Trustee (incorporated by reference to Exhibit
4.1 to Weatherford Enterra, Inc.'s Current Report
on Form 8-K (File No. 1-7867) dated May 28, 1996).
4.9 - First Supplemental Indenture dated and effective as
of May 27, 1998, between EVI Weatherford, Inc., the
successor by merger to Weatherford Enterra, Inc.,
and Bank of Montreal Trust Company, as Trustee
(incorporated by reference to Exhibit 4.1 to
Weatherford Enterra, Inc.'s Current Report on Form
8-K (File No. 1-7867) filed June 2, 1996).
4.10 - Form of Weatherford Enterra, Inc.'s 7 1/4% Notes
due May 15, 2006 (incorporated by reference to
Exhibit 4.2 to Weatherford Enterra, Inc.'s Current
Report on Form 8-K (File No. 1-7867) dated May 28,
1996).
4.11 - Second Supplemental Indenture dated June 30, 2000,
between Weatherford International, Inc. and The
Bank of New York, as trustee (including form of
Debenture) (incorporated by reference to Exhibit
4.1 to the Registrant's Current Report on Form 8-K
(File No. 1-13086) dated June 19, 2000).
4.12 - Registration Rights Agreement dated June 30, 2000,
between Weatherford International, Inc. and Morgan
Stanley & Co. Incorporated (incorporated by
reference to Exhibit 4.2 to the Registrant's
Current Report on Form 8-K dated June 19, 2000
(File No. 1-13086)).
4.13 - Registration Rights Agreement, dated as of February
9, 2001, between WEUS Holding, Inc. and Universal
Compression Holdings, Inc. (incorporated by
reference to Exhibit 4.3 of the Quarterly Report on
Form 10-Q of Universal Compression Holdings, Inc.
(File No. 001-15843) filed on February 14, 2001).
4.14 - Third Supplemental Indenture dated November 16,
2001, between Weatherford International, Inc. and
The Bank of New York, as Trustee (incorporated by
reference to Exhibit 4.11 to Registration Statement
on Form S-3 (Reg. No. 333-73770) filed November 30,
2001).
4.15 - Credit Agreement dated April 26, 2001, among
Weatherford International, Inc., Weatherford
Eurasia Limited, Weatherford Eurasia B.V., Bank
One, NA, as Administrative Agent and Lender, The
Royal Bank of Scotland plc, as
II-4
Documentation Agent and Lender, Royal Bank of
Canada, as Syndication Agent and Lender, ABN AMRO
Bank N.V., as Syndication Agent and Lender, Banc
One Capital Markets, Inc., as Lead Arranger and
Sole Book Runner, and the other Lenders defined
therein (incorporated by reference to Exhibit 4.4
to Registration Statement on Form S-3 (Reg. No.
333-60648) filed on May 10, 2001).
4.16 - Sale Agreement dated July 2, 2001, among
Weatherford Artificial Lift Systems, Inc.,
Weatherford U.S., L.P. and each of their U.S.
affiliates who become Originators, as Sellers, and
W1 Receivables, L.P., as Purchaser (incorporated by
reference to Exhibit 4.1 to our Quarterly Report on
Form 10-Q for the quarter ended June 30, 2001 (File
No. 1-13086)).
4.17 - Purchase Agreement dated July 2, 2001, among W1
Receivables, L.P., as Seller, Weatherford
International, Inc., as Servicer, and Jupiter
Securitization Corporation and Bank One, NA (Main
Office Chicago), as Agents (incorporated by
reference to Exhibit 4.2 to our Quarterly Report on
Form 10-Q for the quarter ended June 30, 2001 (File
No. 1-13086)).
4.18 - Registration Rights Agreement dated November 16,
2001, among Weatherford International, Inc. and
Credit Suisse First Boston Corporation and Lehman
Brothers Inc., on behalf of the Initial Purchasers
(incorporated by reference to Exhibit 4.16 to
Registration Statement on Form S-3 (Reg. No.
333-73770) filed on November 20, 2001).
4.19 - Weatherford International, Inc. 1998 Employee Stock
Option Plan, including form of agreement for
officers.
4.20 - Amendment to Stock Option Programs (incorporated by
reference to Exhibit 4.19 to the Registrant's
Registration Statement on Form S-8 (Reg. No.
333-36598)).
5.1 - Opinion of Burt M. Martin, Vice President-Legal of
the Registrant.
23.1 - Consent of Burt M. Martin, Vice President-Legal of
the Registrant (included in Exhibit 5.1).
23.2 - Consent of Arthur Andersen LLP with respect to
Weatherford International, Inc.
24.1 - Powers of Attorney (included on page II-6 of this
Registration Statement).
ITEM 9. UNDERTAKINGS.
Pursuant to General Instruction E, the information required by this
item is incorporated by reference to Item 9 of the Registrant's Registration
Statement on Form S-8 (Reg. No. 333-36598), filed on May 9, 2000.
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SIGNATURES
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 January 30, 2002.
WEATHERFORD INTERNATIONAL, INC.
By: /s/ Bernard J. Duroc-Danner
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Bernard J. Duroc-Danner
President, Chief Executive Officer,
Chairman of the Board and Director
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Bernard J. Duroc-Danner and Burt M.
Martin, or any of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
and all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and any of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or any of them, or his
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ Bernard J. Duroc-Danner President, Chief Executive Officer, January 30, 2002
------------------------------------- Chairman of the Board and Director
Bernard J. Duroc-Danner (Principal Executive Officer)
/s/ Lisa W. Rodriguez Vice President-Finance and January 30, 2002
------------------------------------- Accounting
Lisa W. Rodriguez (Principal Financial and Accounting
Officer)
/s/ Philip Burguieres Director January 30, 2002
-------------------------------------
Philip Burguieres
/s/ David J. Butters Director January 30, 2002
-------------------------------------
David J. Butters
/s/ Sheldon B. Lubar Director January 30, 2002
-------------------------------------
Sheldon B. Lubar
/s/ William E. Macaulay Director January 30, 2002
-------------------------------------
William E. Macaulay
/s/ Robert B. Millard Director January 30, 2002
-------------------------------------
Robert B. Millard
/s/ Robert K. Moses, Jr. Director January 30, 2002
-------------------------------------
Robert K. Moses, Jr.
/s/ Robert A. Rayne Director January 30, 2002
-------------------------------------
Robert A. Rayne
II-6
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4.1 Amended and Restated Certificate of Incorporation
of the Registrant, as amended (incorporated by
reference to Exhibit No. 3.1 to the Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1998 (File No. 1-13086) filed March
30, 1999).
4.2 Amended and Restated By-laws of the Registrant, as
amended (incorporated by reference to Exhibit No.
3.2 to the Registrant's Current Report on Form 8-K
(File 1-13086), filed June 2, 1998).
4.3 Certificate of Designation of the Registrant's
Series A Preferred Stock, par value $1.00 per share
(incorporated by reference to Exhibit 3.3 to
Registration Statement on Form S-3 (Reg. No.
333-41344)).
4.4 Amended and Restated Credit Agreement dated as of
May 27, 1998, among EVI, Inc., EVI Oil Tools Canada
Ltd., Chase Bank of Texas, National Association, as
U.S. Administrative Agent, The Bank of Nova Scotia,
as Documentation Agent and Canadian Agent, ABN AMRO
Bank, N.V., as Syndication Agent, and the other
Lenders defined therein, including the forms of
Notes (incorporated by reference to Exhibit No. 4.1
to the Registrant's Current Report on Form 8-K
(File 1-13086) filed June 16, 1998).
4.5 Indenture dated as of October 15, 1997, between
EVI, Inc. and The Chase Manhattan Bank, as Trustee
(incorporated by reference to Exhibit No. 4.13 to
the Registrant's Registration Statement on Form S-3
(Reg. No. 333-45207)).
4.6 First Supplemental Indenture dated as of October
28, 1997, between EVI, Inc. and The Chase Manhattan
Bank, as Trustee (including Form of Debenture)
(incorporated by reference to Exhibit 4.2 to the
Registrant's Current Report on Form 8-K (File
1-13086) filed November 5, 1997).
4.7 Registration Rights Agreement dated November 3,
1997, by and among EVI, Inc., Morgan Stanley & Co.
Incorporated, Donaldson, Lufkin & Jenrette
Securities Corporation, Credit Suisse First Boston
Corporation, Lehman Brothers Inc., Prudential
Securities Incorporated and Schroder & Co. Inc.
(incorporated by reference to Exhibit 4.3 to the
Registrant's Current Report on Form 8-K (File
1-13086) filed November 5, 1997).
4.8 Indenture dated May 17, 1996, between Weatherford
Enterra, Inc. and Bank of Montreal Trust Company,
as Trustee (incorporated by reference to Exhibit
4.1 to Weatherford Enterra, Inc.'s Current Report
on Form 8-K (File No. 1-7867) dated May 28, 1996).
4.9 First Supplemental Indenture dated and effective as
of May 27, 1998, between EVI Weatherford, Inc., the
successor by merger to Weatherford Enterra, Inc.,
and Bank of Montreal Trust Company, as Trustee
(incorporated by reference to Exhibit 4.1 to
Weatherford Enterra, Inc.'s Current Report on Form
8-K (File No. 1-7867) filed June 2, 1996).
4.10 Form of Weatherford Enterra, Inc.'s 7 1/4% Notes
due May 15, 2006 (incorporated by reference to
Exhibit 4.2 to Weatherford Enterra, Inc.'s Current
Report on Form 8-K (File No. 1-7867) dated May 28,
1996).
4.11 Second Supplemental Indenture dated June 30, 2000,
between Weatherford International, Inc. and The
Bank of New York, as trustee (including form of
Debenture) (incorporated by reference to Exhibit
4.1 to the Registrant's Current Report on Form 8-K
(File No. 1-13086) dated June 19, 2000).
4.12 Registration Rights Agreement dated June 30, 2000,
between Weatherford International, Inc. and Morgan
Stanley & Co. Incorporated (incorporated by
reference to Exhibit 4.2 to the Registrant's
Current Report on Form 8-K dated June 19, 2000
(File No. 1-13086)).
4.13 Registration Rights Agreement, dated as of February
9, 2001, between WEUS Holding, Inc. and Universal
Compression Holdings, Inc. (incorporated by
reference to Exhibit 4.3 of the Quarterly Report on
Form 10-Q of Universal Compression Holdings, Inc.
(File No. 001-15843) filed on February 14, 2001).
4.14 Third Supplemental Indenture dated November 16,
2001, between Weatherford International, Inc. and
The Bank of New York, as Trustee (incorporated by
reference to Exhibit 4.11 to Registration Statement
on Form S-3 (Reg. No. 333-73770) filed November 30,
2001).
4.15 Credit Agreement dated April 26, 2001, among
Weatherford International, Inc., Weatherford
Eurasia Limited, Weatherford Eurasia B.V., Bank
One, NA, as Administrative Agent and Lender, The
Royal Bank of Scotland plc, as Documentation Agent
and Lender, Royal Bank of Canada, as Syndication
Agent and Lender, ABN AMRO Bank N.V., as
Syndication Agent and Lender, Banc One Capital
Markets, Inc., as Lead Arranger and Sole Book
Runner, and the other Lenders defined therein
(incorporated by reference to Exhibit 4.4 to
Registration Statement on Form S-3 (Reg. No.
333-60648) filed on May 10, 2001).
4.16 Sale Agreement dated July 2, 2001, among
Weatherford Artificial Lift Systems, Inc.,
Weatherford U.S., L.P. and each of their U.S.
affiliates who become Originators, as Sellers, and
W1 Receivables, L.P., as Purchaser (incorporated by
reference to Exhibit 4.1 to our Quarterly Report on
Form 10-Q for the quarter ended June 30, 2001 (File
No. 1-13086)).
4.17 Purchase Agreement dated July 2, 2001, among W1
Receivables, L.P., as Seller, Weatherford
International, Inc., as Servicer, and Jupiter
Securitization Corporation and Bank One, NA (Main
Office Chicago), as Agents (incorporated by
reference to Exhibit 4.2 to our Quarterly Report on
Form 10-Q for the quarter ended June 30, 2001 (File
No. 1-13086)).
4.18 Registration Rights Agreement dated November 16,
2001, among Weatherford International, Inc. and
Credit Suisse First Boston Corporation and Lehman
Brothers Inc., on behalf of the Initial Purchasers
(incorporated by reference to Exhibit 4.16 to
Registration Statement on Form S-3 (Reg. No.
333-73770) filed on November 20, 2001).
4.19 Weatherford International, Inc. 1998 Employee Stock
Option Plan, including form of agreement for
officers.
4.20 Amendment to Stock Option Programs (incorporated by
reference to Exhibit 4.19 to the Registrant's
Registration Statement on Form S-8 (Reg. No.
333-36598)).
5.1 Opinion of Burt M. Martin, Vice President-Legal of
the Registrant.
23.1 Consent of Burt M. Martin, Vice President-Legal of
the Registrant (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP with respect to
Weatherford International, Inc.
24.1 Powers of Attorney (included on page II-6 of this
Registration Statement).