AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 24, 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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OIL STATES INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0476605
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
THREE ALLEN CENTER
333 CLAY STREET, SUITE 3460
HOUSTON, TEXAS 77002
(Address of principal executive offices, including zip code)
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OIL STATES INTERNATIONAL, INC.
2001 EQUITY PARTICIPATION PLAN
(Full title of the plan)
CINDY B. TAYLOR
OIL STATES INTERNATIONAL, INC.
THREE ALLEN CENTER
333 CLAY STREET, SUITE 3460
HOUSTON, TEXAS 77002
(Name and address of agent for service)
(713) 652-0582
(Telephone number, including area code, of agent for service)
Copies to:
Scott N. Wulfe
Vinson & Elkins L.L.P.
1001 Fannin Street, Suite 2300
Houston, Texas 77002
(713) 758-2222
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1)(2) PER SHARE PRICE FEE
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Common Stock (par value $0.01
per share)..................... 2,000,000 shares $ 10.77 (3) $ 21,540,000 $ 1,982
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
"Securities Act") this registration statement also covers any additional
shares of common stock which become issuable under the antidilution
provision of the plans being registered pursuant to this registration
statement by reason of any stock dividend, stock split, recapitalization
or any other similar transaction effected without the receipt of
consideration, which results in an increase in the number of the
registrant's outstanding shares of common stock.
(2) A total of 3,600,000 shares of Common Stock issuable pursuant to the terms
of the Oil States International, Inc. 2001 Equity Participation Plan were
previously registered on a Registration Statement on Form S-8 (File No.
333-57960).
(3) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) and (h) under the Securities Act.
The offering price per share and aggregate offering price for the unissued
stock options and common stock are based upon the average of the high and
low prices of registrant's common stock as reported on the New York Stock
Exchange on July 23, 2002.
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EXPLANATORY NOTE
On March 30, 2001, Oil States International, Inc. (the "Company") filed
a Registration Statement on Form S-8 (File No. 333-57960) (the "Initial Form
S-8") with respect to 3,600,000 shares of common stock, par value $.01 per
share, of the Company ("Common Stock") issuable in accordance with the terms of
the Oil States International, Inc. 2001 Equity Participation Plan. On February
19, 2002, the Board of Directors of the Company amended and restated the Oil
States International, Inc. 2001 Equity Participation Plan (as amended and
restated, the "Plan") to increase the number of shares of Common Stock
authorized for issuance thereunder to from 3,700,000 to 5,700,000. At the annual
meeting of stockholders of the Company held on May 15, 2002, the stockholders of
the Company also approved the Plan. Accordingly, this registration statement is
being filed to register such 2,000,000 additional shares of Common Stock, and
the contents of the Initial Form S-8 are incorporated by reference herein. In
addition, pursuant to General Instruction E. to Form S-8, all required opinions
and consents are filed as exhibits hereto, except as provided below.
MATTERS RELATED TO ARTHUR ANDERSEN
The consolidated balance sheet of the Company as of December 31, 1999,
and the related consolidated statement of operations, stockholders' equity and
cash flows for the year ended December 31, 1999, included in the combined
financial statements of the Company as of such date and for such period were
audited by Arthur Andersen LLP, independent auditors, as set forth in their
report thereon incorporated by reference in this registration statement, and are
included in reliance upon such report given on the authority of such firm as an
expert in accounting and auditing. Arthur Andersen LLP has not consented to the
inclusion of their report in this registration statement, and we have not
obtained their consent to do so in reliance upon Rule 437a of the Securities
Act. Because Arthur Andersen LLP has not consented to the inclusion of their
report in this registration statement, you will not be able to recover against
Arthur Andersen LLP under Section 11 of the Securities Act for any untrue
statements of a material fact contained in the financial statements audited by
Arthur Andersen LLP or any omissions to state a material fact required to be
stated therein.
-1-
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 the 24th day of July,
2002.
OIL STATES INTERNATIONAL, INC.
By: /s/ Douglas E. Swanson
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Douglas E. Swanson
President and Chief Executive
Officer
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 24th day of July, 2002.
SIGNATURE TITLE
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/s/ Douglas E. Swanson President, Chief Executive Officer
----------------------------------------- and Director (Principal
Douglas E. Swanson Executive Officer)
/s/ Cindy B. Taylor Chief Financial Officer
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Cindy B. Taylor (Principal Financial Officer)
/s/ Robert W. Hampton Vice President - Finance
----------------------------------------- and Accounting (Principal
Robert W. Hampton Accounting Officer)
/s/ L.E. Simmons Chairman of the Board
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L.E. Simmons*
/s/ Martin Lambert Director
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Martin Lambert*
/s/ Mark G. Papa Director
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Mark G. Papa*
/s/ Gary L. Rosenthal Director
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Gary L. Rosenthal*
/s/ Andrew L. Waite Director
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Andrew L. Waite*
/s/ Stephen A. Wells Director
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Stephen A. Wells*
*By: /s/ Cindy B. Taylor
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Cindy B. Taylor, pursuant to a Power
of Attorney filed as Exhibit 24.1
to the registrant's Registration
Statement on Form S-3 (File
No.333-88674) filed May 20, 2002
INDEX TO EXHIBITS
5.1 Opinion of Vinson & Elkins L.L.P.
23.1 Consent of Ernst & Young LLP
23.2 Consent of PricewaterhouseCoopers LLP (Edmonton, Alberta)
23.3 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1)
24.1 Powers of Attorney (incorporated by reference to Exhibit 24.1
to the registrant's Registration Statement on Form S-3
(File No. 333-88674) filed May 20, 2002)