As filed with the Securities and Exchange Commission on August 22, 2006.

Registration No. 333-__________

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933

SUPERIOR ENERGY SERVICES, INC.

Delaware		75-2379388
(State or other jurisdiction		(I.R.S. Employer
of incorporation or organization)		Identification No.)

1105 Peters Road
Harvey, Louisiana 70058
(Address, including zip code, of
Registrant’s principal executive offices)

Amended and Restated Superior Energy Services, Inc.
2004 Directors Restricted Stock Units Plan
(Full title of the plan)

Robert S. Taylor
Chief Financial Officer, Executive Vice President and Treasurer
1105 Peters Road
Harvey, Louisiana 70058
(504) 362-4321

(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:

Margaret F. Murphy
Jones, Walker, Waechter, Poitevent, Carrère & Denègre, L.L.P.
201 St. Charles Avenue
New Orleans, Louisiana 70170-5100

CALCULATION OF REGISTRATION FEE

Title of securities

Amount to be

Proposed maximum

Proposed maximum

Amount of

to be registered

Registered(1)

offering price per unit

aggregate offering price

registration fee

Common Stock ($0.001 par value per share)

100,000 shares(2)

$32.13(3)

$3,213,000

$343.79

 

 

REGISTRATION OF ADDITIONAL SECURITIES

     On June 2, 2004, Superior Energy Services, Inc., a Delaware corporation (the “Company”) registered 200,000 shares of its common stock, par value $0.001 per share (“Common Stock”), to be offered or sold to participants under the Superior Energy Services, Inc. 2004 Directors Restricted Stock Units Plan, as amended from time to time (the “Plan”) pursuant to the Registration Statement on Form S-8 (File No. 333-116078). The Plan was amended by the Company’s stockholders on May 23, 2006, to increase the number of shares available for issuance under the Plan by 100,000 shares of Common Stock. This Registration Statement is being filed pursuant to General Instruction E to Form S-8 (Registration of Additional Securities) in order to register such additional 100,000 shares of Common Stock which may be offered or sold to participants under the Plan.

INCORPORATION BY REFERENCE

     The contents of the Registration Statement on Form S-8 (File No. 333-116078) with respect to 200,000 shares of Common Stock are hereby incorporated by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

5.1		Opinion of Jones, Walker, Waechter, Poitevent, Carrère & Denègre, L.L.P.
23.1		Consent of KPMG LLP
23.2		Consent of Jones, Walker, Waechter, Poitevent, Carrère & Denègre, L.L.P. (included in Exhibit 5.1)
24.1		Power of Attorney (included on signature page)

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 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 Harvey, Louisiana, on August 22, 2006.

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears immediately below constitutes and appoints Terence E. Hall and Robert S. Taylor, and each of them acting individually, his true and lawful attorney-in-fact and agent, with full power of substitution, 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 with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, 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 his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on August 22, 2006.

Signature		Title
/s/ Terence E. Hall   Terence E. Hall		Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
/s/ Robert S. Taylor   Robert S. Taylor		Executive Vice President, Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer)
/s/ James M. Funk   James M. Funk		Director
/s/ Ernest E. Howard, III   Ernest E. Howard, III		Director
/s/ Richard A. Pattarozzi   Richard A. Pattarozzi		Director
/s/ Justin L. Sullivan   Justin L. Sullivan		Director
/s/ Enoch L. Dawkins   Enoch L. Dawkins		Director

Exhibit Index

Exhibits		Description of Exhibit
5.1		Opinion of Jones, Walker, Waechter, Poitevent, Carrère & Denègre, L.L.P.
23.1		Consent of KPMG LLP
23.2		Consent of Jones, Walker, Waechter, Poitevent, Carrère & Denègre, L.L.P. (included in Exhibit 5.1)
24.1		Power of Attorney (included on signature page)

EXHIBIT 5.1

August 22, 2006

Superior Energy Services, Inc.
1105 Peters Road
Harvey, Louisiana 70058

Gentlemen:

          We have acted as counsel for Superior Energy Services, Inc., a Delaware corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the registration of additional securities in the amount of 100,000 shares of common stock, $.001 par value per share, pursuant to the terms of the Amended and Restated Superior Energy Services, Inc. 2004 Directors Restricted Stock Units Plan (the “Plan”).

          Based upon the foregoing and upon our examination of such matters as we deem necessary to furnish this opinion, we are of the opinion that the shares covered by the Registration Statement have been duly authorized and, when issued for at least par value upon the terms described in the Plan and the Registration Statement, will be validly issued and outstanding, fully paid and nonassessable.

          We consent to the filing of this opinion as an exhibit to the Registration Statement.

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Superior Energy Services, Inc.:

     We consent to the use of our reports dated March 8, 2006, except as to Note 14 which is as of May 11, 2006 and except as to Note 18 which is as of August 14, 2006, with respect to the consolidated financial statements and related financial statement schedule, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting incorporated herein by reference.

/s/ KPMG LLP

New Orleans, Louisiana

August 18, 2006