sv8
As filed with the Securities and Exchange Commission on July 6, 2007. Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SUPERIOR ENERGY SERVICES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
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75-2379388
(I.R.S. Employer Identification No.) |
incorporation or organization) |
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1105 Peters Road, Harvey, Louisiana 70058
(Address, including zip code, of principal executive offices)
Superior Energy Services, Inc. 2007 Employee Stock Purchase Plan
(Full title of the plan)
Robert S. Taylor
Chief Financial Officer, Executive Vice President and Treasurer
Superior Energy Services, Inc.
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, Carrere & Denegre, L.L.P.
201 St. Charles Avenue
New Orleans, Louisiana 70170-5100
CALCULATION OF REGISTRATION FEE
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Proposed maximum |
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Proposed maximum |
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Title of securities |
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Amount to be |
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offering price per |
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aggregate offering |
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Amount of |
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to be registered |
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registered(1) |
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share |
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price |
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registration fee |
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Common Stock ($.001
par value per
share) |
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1,000,000 shares |
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$ |
40.01 |
(2) |
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$ |
40,010,000 |
(2) |
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$ |
1,229 |
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(1) |
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Upon a stock split, stock dividend or similar transaction in the future and during the
effectiveness of this Registration Statement involving Common Stock of the Company, the number
of securities registered shall be automatically increased to cover the additional securities
in accordance with Rule 416(a) under the Securities Act of 1933. |
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(2) |
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c)
and (h) under the Securities Act of 1933, based on the average of the high and low price per
share of the Common Stock on the New York Stock Exchange on June 29, 2007. |
TABLE OF CONTENTS
PART I
Not Applicable.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by Superior Energy Services, Inc. (the
Company) with the Securities and Exchange Commission (the Commission), are incorporated herein
by reference:
(a) The Companys latest annual report on Form 10-K for the fiscal year ended December 31,
2006;
(b) All other reports filed by the Company with the Commission pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year covered by the annual
report referred to in (a);
(c) The description of the Common Stock of the Company included in its Registration Statement
on Form 8-A/A filed May 3, 2001;
All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to
the filing of a post-effective amendment hereto that indicates that all securities offered have
been sold or that deregisters all securities then remaining unsold shall, except to the extent
otherwise provided by Regulation S-K or any other rule promulgated by the Commission, be deemed to
be incorporated by reference in this Registration Statement and to be part hereof from the date of
filing of such documents. Any statements contained in a document incorporated or deemed to be
incorporated by reference shall be deemed to be modified or superseded to the extent that a
statement contained herein or in any other document subsequently filed or incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Our certificate of incorporation contains provisions eliminating the personal liability of our
directors and stockholders for monetary damages for breaches of their fiduciary duties as directors
to the fullest extent permitted by the Delaware General Corporation Law (the DGCL). By virtue of
these provisions, under current Delaware law a director of the Company will not be personally
liable for monetary damages for a breach of his or her fiduciary duty except for liability for (a)
a breach of his or her duty of loyalty to the Company or to its stockholders, (b) acts or omissions
not in good faith or that involve intentional misconduct or a knowing violation of law, (c)
dividends or stock repurchases or redemptions that are unlawful under Delaware law and (d) any
transaction from which he or she receives an improper personal benefit. In addition, our
certificate of incorporation provides that if Delaware law is amended to authorize the further
elimination or limitation of the liability of a director, then the liability of the directors shall
be eliminated or limited to the fullest extent permitted by Delaware law, as amended. These
provisions pertain only to breaches of duty by directors as directors and not in any other
corporate capacity, such as officers, and limit liability only for breaches of fiduciary duties
under Delaware corporate law and not for violations of other laws such as the federal securities
laws.
Our certificate of incorporation also requires us to indemnify our directors, officers,
employees and agents to the fullest extent permitted by the DGCL against certain expenses and
costs, judgments, settlements and fines
incurred in the defense of any claim, including any claim brought by or in the right of the
Company, to which they were made parties by reason of being or having been directors, officers,
employees and agents.
Under Section 9 of our bylaws, we are required to defend and indemnify each person who is
involved in any threatened or actual claim, action or proceeding by reason of the fact that such
person is or was a director or officer or serving in a similar position with respect to another
entity at our request if (a) the director or officer is successful in defending the claim on its
merits or otherwise or (b) the director or officer meets the standard of conduct described in
Section 9 of our bylaws. However, the director or officer is not entitled to indemnification if
(i) the claim is brought by the director or officer against us or (ii) the claim is brought by the
director or officer as a derivative action by us or in our right, and the action has not been
authorized by our board of directors. The rights conferred by Section 9 of our bylaws are
contractual rights and include the right to be paid expenses incurred in defending the action, suit
or proceeding in advance of its final disposition.
In addition, we have entered into an indemnity agreement with each of our directors pursuant
to which we have agreed under certain circumstances to purchase and maintain directors and
officers liability insurance. The agreements also provide that we will indemnify the directors or
officers, as applicable, and certain key executive officers, against any costs and expenses,
judgments, settlements and fines incurred in connection with any claim involving them by reason of
their position as a director or officer, as applicable, that are in excess of the coverage provided
by such insurance (provided that the director or officer meets certain standards of conduct).
Under the indemnity agreements, we are not required to purchase and maintain directors and
officers liability insurance if our board of directors unanimously determines in good faith that
there is insufficient benefit to us from the insurance.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
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5 |
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Opinion of Jones, Walker, Waechter, Poitevent, Carrère & Denègre, L.L.P. |
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23.1 |
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Consent of KPMG LLP |
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23.2 |
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Consent of DeGolyer and MacNaughton |
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23.3 |
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Consent of Grant Thornton LLP |
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23.4 |
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Consent of Jones, Walker, Waechter, Poitevent, Carrère & Denègre, L.L.P. is
included in their opinion filed as Exhibit 5. |
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made and to the
extent required by the Securities Act of 1933 and the rules and regulations promulgated
thereunder, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities
Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in this registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum offering range
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may be reflected in the form of prospectus filed with the SEC pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth in the
Calculation of Registration Fee table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any material
change to such information in this registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrants annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plans annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful defense of any action,
suit or proceedings) is asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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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 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 Harvey, State of Louisiana, on July 6, 2007.
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SUPERIOR ENERGY SERVICES, INC.
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By: |
/s/ Terence E. Hall
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Terence E. Hall |
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Chairman of the Board
and Chief Executive Officer |
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and
appoints Terence E. Hall and Robert S. Taylor, or either one of them, 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
such attorney-in-fact and agent full power and authority to do and perform each and every act and
thing requisite and ratifying and confirming all that such 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, this Registration Statement has
been signed by the following persons in the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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/s/ Terence E. Hall
Terence E. Hall
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Chairman of the Board
and Chief Executive Officer
(Principal Executive Officer)
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July 6, 2007 |
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/s/ Robert S. Taylor
Robert S. Taylor
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Executive Vice President, Treasurer
and Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
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July 6, 2007 |
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/s/ Harold J. Bouillion
Harold J. Bouillion
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Director
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June 27, 2007 |
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/s/ Enoch L. Dawkins
Enoch L. Dawkins
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Director
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June 28, 2007 |
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/s/ James M. Funk
James M. Funk
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Director
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July 6, 2007 |
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/s/ Ernest E. Wyn Howard, III
Ernest E. Wyn Howard, III
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Director
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July 6, 2007 |
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/s/ Richard A. Pattarozzi
Richard A. Pattarozzi
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Director
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July 2, 2007 |
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/s/ Justin L. Sullivan
Justin L. Sullivan
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Director
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July 6, 2007 |
Exhibit Index
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5
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Opinion of Jones, Walker, Waechter, Poitevent, Carrère & Denègre, L.L.P. |
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23.1
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Consent of KPMG LLP |
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23.2
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Consent of DeGolyer and MacNaughton |
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23.3
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Consent of Grant Thornton LLP |
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23.4
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Consent of Jones, Walker, Waechter, Poitevent, Carrère & Denègre, L.L.P. is
included in their opinion filed as Exhibit 5. |
exv5
Exhibit 5
July 6, 2007
Superior Energy Services, Inc.
1105 Peters Road
Harvey, Louisiana 70058
Ladies and Gentlemen:
We have acted as counsel for Superior Energy Services, Inc., a Delaware corporation (the
Company), in connection with the Companys registration statement on Form S-8 (the Registration
Statement) with respect to the issuance by the Company of 1,000,000 shares of Common Stock of the
Company, $.001 par value per share (the Common Stock), pursuant to the terms of the Superior
Energy Services, Inc. 2007 Employee Stock Purchase Plan (the Plan).
Based upon the foregoing, and upon our examination of such matters as we deem necessary in
order to furnish this opinion, we are of the opinion that the shares of Common Stock referred to
herein, when issued on the terms described in the Plan, will be legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.
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JONES, WALKER, WAECHTER, POITEVENT,
CARRÈRE & DENÈGRE, L.L.P.
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By: |
/s/ William B. Masters
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William B. Masters |
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Partner |
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exv23w1
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 February 28, 2007, with respect to the consolidated
financial statements and related financial statement schedule, managements assessment of the
effectiveness of internal control over financial reporting and the effectiveness of internal
control over financial reporting incorporated herein by reference.
Our report for the year ended December 31, 2006 refers to a change in the method of accounting for
share-based payments.
/s/ KPMG LLP
New Orleans, Louisiana
July 6, 2007
exv23w2
Exhibit 23.2
DeGOLYER and MacNAUGHTON
5001 Spring Valley Road
Suite 800 East
Dallas, Texas 75244
July 5, 2007
Superior Energy Services, Inc.
1105 Peters Road
Harvey, LA 70058
Ladies and Gentlemen:
We hereby consent to the references to DeGolyer and MacNaughton and to the inclusion of our
estimates of reserves in Superior Energy Services, Inc.s (the Company) Registration Statement on
Form S-8 (the Registration Statement) to be filed with the United States Securities and Exchange
Commission in July 2007, and to the inclusion by reference of the Companys Annual Report on Form
10-K for the year ended December 31, 2006, in the Registration Statement. Our estimates of the
oil, condensate, and natural gas reserves of certain properties owned by the Company are contained
in our report entitled Appraisal Report as of December 31, 2006 on Certain Properties owned by SPN
Resources, LLC. SPN Resources, LLC is a wholly owned subsidiary of the Company. We further
consent to the specific references to DeGolyer and MacNaughton as the independent petroleum
engineering firm in the Experts section of the Registration Statement.
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Very truly yours,
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/s/ DeGolyer and MacNaughton
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DeGOLYER and MacNAUGHTON |
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exv23w3
Exhibit 23.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our report dated March 29, 2006 accompanying the financial statements of Warrior
Energy Services Corporation appearing in the 2005 Annual Report of Warrior Energy Services
Corporation to its shareholders and accompanying the schedules included in its Annual Report on
Form 10-K for the year ended December 31, 2005 which are incorporated by reference into this
Registration Statement. We consent to the incorporation by reference in this Registration
Statement of the aforementioned report.
/s/ Grant Thornton LLP
Houston, Texas
July 6, 2007