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As filed with the Securities and Exchange Commission on February 28,1997.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Superior Energy Services, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1503 Engineers Road 75-2379388
(State or other jurisdiction P. O. Box 6220 (I.R.S.Employer
of incorporation or organization) New Orleans, LA 70174 Identification No.)
(504) 393-7774
(Address, including zip code, and telephone
number, including area code, of the registrant's
principal executive offices)
Terence E. Hall
Superior Energy Services, Inc.
Chairman of the Board,
Chief Executive Officer and President
1503 Engineers Road
P. O. Box 6220
New Orleans, Louisiana 70174
(504) 393-7774
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
William B. Masters, Esq.
Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P.
201 St. Charles Avenue
New Orleans, Louisiana 70170
Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment plans, check the
following box. / /
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. /x/
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. / /
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. / /
________________________
CALCULATION OF REGISTRATION FEE
==============================================================================
Proposed Proposed
maximum maximum
Title of each Amount offering aggregate
class of to be price per offering Amount of
securities registered share price registration
to be registered fee
______________________________________________________________________________
Common Stock, 561,666 $4.218 $2,369,107.00 $718.00
$.001 par value shares
==============================================================================
Estimated pursuant to Rule 457(c) solely for the
purpose of calculating the registration fee.
______________________
The registrant hereby amends this registration statement on
such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which
specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this registration statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE
SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THIS PROPSECTUS SHALL NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BY
ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICHSUCH OFFER, SOLICITATION
OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER
THE SECURITIES LAWS OF ANY SUCH STATE.
Subject to Completion, dated February 28, 1997
PROSPECTUS
Superior Energy Services, Inc.
Common Stock
This Prospectus relates to 561,666 shares (the "Shares")
of Common Stock, $.001 par value per share (the "Common Stock"),
of Superior Energy Services, Inc. ("Superior") that may be
offered from time to time by the selling shareholders described
herein (the "Selling Stockholders"). The registration of the
Shares does not necessarily mean that any of the shares will be
offered or sold by the Selling Stockholders.
Shares may be sold from time to time in ordinary brokerage
transactions on the Nasdaq National Market or such principal
securities exchange on which the Common Stock is then trading at
prices prevailing at the time of such sales. Brokers executing
orders are expected to charge normal commissions, and the
proceeds to the Selling Stockholders will be net of brokerage
commissions. The Company will not receive any proceeds from the
sale of the Shares. Information regarding the Selling
Stockholders is set forth herein under the heading "Selling
Stockholders." All expenses of registration incurred in
connection with this offering are being borne by the Company.
All selling and other expenses incurred by the Selling
Stockholders will be borne by the Selling Stockholders.
The Common Stock is traded on the Nasdaq National Market
under the symbol "SESI." On February 27, 1997, the last
reported sale price of the Common Stock on the Nasdaq National
Market was $4 3/4 per share.
SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR A DISCUSSION OF
CERTAIN
FACTORS THAT SHOULD BE CONSIDERED IN EVALUATING
AN INVESTMENT IN THE COMMON STOCK.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURI-
TIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OR THIS PROSPECTUS. ANY REPRESENTA-
TION TO THE CONTRARY IS A CRIMINAL OFFENSE.
March ___, 1997
AVAILABLE INFORMATION
The Company is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and in accordance therewith files reports,
proxy statements and other documents with the Securities and
Exchange Commission (the "Commission"). Documents filed by the
Company with the Commission pursuant to the informational
requirements of the Exchange Act may be inspected and copied at
the public reference facilities maintained by the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
DC 20549, and at the regional offices of the Commission at the
following locations: New York Regional Office, 7 World Trade
Center, 13th Floor, New York, New York 10048 and Chicago
Regional Office, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60621-2511. Copies of such material may be obtained
from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, DC 20549, at prescribed rates. The
Commission maintains a Web site that contains reports, proxy and
information statements and other information regarding issuers
that file electronically with the Commission
(http://www.sec.gov). The Company's Common Stock is traded on
the Nasdaq National Market. Reports, proxy statements and other
information may also be inspected at the offices of the National
Association of Securities Dealers, Inc. at 1735 K Street, N.W.,
Washington, D.C. 20006.
The Prospectus constitutes a part of a Registration
Statement filed by the Company with the Commission under the
Securities Act of 1933, as amended (the "Securities Act"). This
Prospectus omits certain of the information contained in the
Registration Statement in accordance with the rules and
regulations of the Commission. Reference is hereby made to the
Registration Statement and related exhibits for further
information with respect to the Company and the Common Stock.
Statements contained herein concerning the provisions of any
document are not necessarily complete and, in each instance,
reference is made to the copy of such document filed as an
exhibit to the Registration Statement or otherwise filed with
the Commission. Each such statement is qualified in its
entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the
Company with the Commission pursuant to the Exchange Act, are
incorporated herein by reference: (i) the Company's Annual
Report on Form 10-KSB for the fiscal year ended December 31,
1995; (ii) the Company's Quarterly Reports on Form 10-QSB for
the fiscal quarters ended March 31, 1996, June 30, 1996 and
September 30, 1996; (iii) the description of the Company's
Common Stock set forth in its registration statement under the
Exchange Act dated June 12, 1992; and (iv) the Company's Current
Report on Form 8-K dated September 16, 1996, as amended by a
Form 8-K/A dated September 16, 1996.
All documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act subsequent to the date of this Prospectus and prior to the
termination of the offering made hereby shall be deemed to be
incorporated by reference herein and to be made a part hereof
from their respective dates of filing. Information appearing
herein or in any particular document incorporated herein by
reference is not necessarily complete and is qualified in its
entirety by the information and financial statements appearing
in all of the documents incorporated herein by reference and
should be read together therewith. 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 Prospectus.
The Company will provide without charge to each person to
whom a copy of this Prospectus has been delivered, upon the
written or oral request of any such person, a copy of any of the
documents incorporated herein by reference, other than exhibits
to such documents, unless such exhibits are specifically
incorporated by reference in such documents. Requests for such
copies should be directed to Superior Energy Services, Inc.,
1503 Engineers Road, Attention: Investor Relations, P.O. Box
6220, New Orleans, Louisiana 70174, telephone (504) 393-7774.
THE COMPANY
Superior Energy Services, Inc. ("Superior" or the
"Company"), through its subsidiaries, provides specialized oil
field services in the Gulf of Mexico. The Company's services
include plugging and abandoning oil and gas wells and providing
wireline services, the manufacture, sale and rental of
specialized oil well equipment and fishing tools, the
development, manufacture, sale and rental of oil and gas
drilling instrumentation and computerized rig data acquisition
systems, and the development, manufacture and sale of oil spill
containment booms and ancillary equipment.
The Company's executive offices are located at 1503
Engineers Road, Belle Chasse, Louisiana and its telephone number
at such address is (504) 393-7774.
RISK FACTORS
Prospective investors should carefully consider the
following factors, in addition to other information contained in
or incorporated by reference in this Prospectus, regarding an
investment in the Common Stock offered hereby.
Industry Volatility. The demand for oil field services
has traditionally been cyclical. Demand for the Company's
services is significantly affected by the number and age of
producing wells and the drilling and completion of new oil and
gas wells. These factors are affected in turn by the
willingness of oil and gas operators to make capital
expenditures for the exploration, development and production of
oil and natural gas. The levels of such capital expenditures
are influenced by oil and gas prices, the cost of exploring for,
producing and delivering oil and gas, the sale and expiration
dates of leases in the United States and overseas, the discovery
rate of new oil and gas reserves, local and international
political and economic conditions and the ability of oil and gas
companies to generate capital. Although the production sector
of the oil and gas industry is less immediately affected by
changing prices, and, therefore, less volatile than the
exploration sector, producers would likely react to declining
oil and gas prices by reducing expenditures, which could
adversely affect the business of the Company. No assurance can
be given as to the future price of oil and natural gas or the
level of oil and gas industry activity.
Seasonality. The businesses conducted by the Company
are subject to seasonal fluctuation. The nature of the offshore
oil and gas industry in the Gulf of Mexico is seasonal and
depends in part on weather conditions. Purchases of the
Company's products and services are also to a substantial
extent, deferrable in the event oil and gas companies reduce
capital expenditures as a result of conditions existing in the
oil and gas industry or general economic downturns.
Fluctuations in the Company's revenues and costs may have a
material adverse effect on the Company's business and
operations. Accordingly, the Company's operating results may
vary from quarter to quarter, depending upon factors outside of
its control.
Dependence on Oil and Gas Industry; Dependence Upon
Significant Customers. The Company's business depends in large
part on the conditions of the oil and gas industry, and
specifically on the capital expenditures of the Company's
customers. Purchases of the Company's products and services are
also, to a substantial extent, deferrable in the event oil and
gas companies reduce capital expenditures as a result of
conditions existing in the oil and gas industry or general
economic downturns. The Company derives a significant amount of
its revenues from a small number of independent and major oil
and gas companies. The inability of the Company to continue to
perform services for a number of its large existing customers,
if not offset by sales to new or existing customers, could have
a material adverse effect on the Company's business and
operations.
Technology Risks. Sales of certain of the Company's
products are based primarily on its proprietary technology. The
Company's success in the sales of these products depends to a
significant extent on the development and implementation of new
product designs and technologies. Many of the Company's
competitors and potential competitors have more significant
resources than the Company. While the Company has patents on
certain of its technologies and products, there is no assurance
that any patents secured by the Company will not be successfully
challenged by others or will protect them from the development
of similar products by others.
Intense Competition. The Company competes in highly
competitive areas of the oil field business. The volatility of
oil and gas prices has led to a consolidation of the number of
companies providing services similar to the Company. This
reduced number of companies competes intensely for available
projects. Many of the competitors of the Company are larger and
have greater financial and other resources than the Company.
Although the Company believes that it competes on the basis of
technical expertise and reputation of service, there can be no
assurance that the Company will be able to maintain its
competitive position.
Potential Liability and Insurance. The operations of
the Company involve the use of heavy equipment and exposure to
inherent risks, including blowouts, explosions and fire, with
attendant significant risks of liability for personal injury and
property damage, pollution or other environmental hazards or
loss of production. The equipment that the Company sells and
rents to customers are also used to combat oil spills. Failure
of this equipment could result in property damage, personal
injury, environmental pollution and resulting damage.
Litigation arising from a catastrophic occurrence at a location
where the Company's equipment and services are used may in the
future result in large claims. The frequency and severity of
such incidents affect the Company's operating costs,
insurability and relationships with customers, employees and
regulators. Any increase in the frequency or severity of such
incidents, or the general level of compensation awards with
respect thereto, could affect the ability of the Company to
obtain projects from oil and gas operators or insurance and
could have a material adverse effect on the Company. In
addition, no assurance can be given that the Company will be
able to maintain adequate insurance in the future at rates it
considers reasonable.
Laws and Regulations. The Company's business is
significantly affected by laws and other regulations relating to
the oil and gas industry, by changes in such laws and by
changing administrative regulations. The Company cannot predict
how existing laws and regulations may be interpreted by
enforcement agencies or court rulings, whether additional laws
and regulations will be adopted, or the effect such changes may
have on it, its businesses or financial condition. Federal and
state laws require owners of non-producing wells to plug the
well and remove all exposed piping and rigging before the well
is abandoned. A decrease in the level of enforcement of such
laws and regulations in the future would adversely affect the
demand for the Company's services and products. Numerous state
and federal laws and regulations affect the level of purchasing
activity of oil containment boom and consequently the Company's
business. There can be no assurance that a decrease in the
level of enforcement of laws and regulations in the future would
not adversely affect the demand for the Company's products.
Environmental Regulation. The Company believes that
its present operations substantially comply with applicable
federal and state pollution control, and environmental
protection laws and regulations and that compliance with such
laws has had no material adverse effect upon its operations to
date. No assurance can be given that environmental laws will
not, in the future, materially adversely affect the Company's
operations and financial condition.
Shares Eligible for Future Sale. As of February 27,
1997, the Company had 18,597,045 shares of Common Stock
outstanding, of which 6,174,419 have been registered under the
Securities Act and generally are freely transferable, (other
than shares acquired by "affiliates" of the Company as such term
is defined by Rule 144 under the Securities Act of 1933, as
amended (the "Securities Act")). None of the 12,422,626
remaining shares of Common Stock issued by the Company were
acquired in transactions registered under the Securities Act
and, accordingly, such shares may not be sold except in
transactions registered under the Securities Act or pursuant to
an exemption from registration. Approximately 520,000 shares of
Common Stock are eligible for sale in reliance upon exemptions
from registration. The Company is unable to estimate the number
of shares that will be sold since this will depend on the market
price for the Common Stock, the personal circumstances of the
sellers and other factors. Any future sale of substantial
amounts of Common Stock in the open market may adversely effect
the market price of the Common Stock offered hereby.
Concentration of Common Stock Ownership. The Company's
directors and executive officers and certain of their affiliates
beneficially own approximately, 55.5% of the outstanding shares
of Common Stock. Accordingly, these shareholders will have the
ability to control the election of the Company's directors and
the outcome of most other matters submitted to a vote of the
Company's shareholders.
Possible Volatility of Securities Prices. The market
price of the Common Stock has in the past been, and may in the
future continue to be, volatile. A variety of events, including
quarter to quarter variations in operating results, news
announcements or the introduction of new products by the Company
or its competitors, as well as market conditions in the oil and
gas industry, or changes in earnings estimates by securities
analysts may cause the market price of the Common Stock to
fluctuate significantly. In addition, the stock market in
recent years has experienced significant price and volume
fluctuations which have particularly affected the market prices
of equity securities of many companies that service the oil land
gas industry and which often have been unrelated to the
operating performance of such companies. These market
fluctuations may adversely affect the price of the Common Stock.
No Dividends.The Company's Board of Directors has not
paid any dividends on its Common Stock. The Company does not
expect to declare or pay any dividends in the foreseeable
future.
Potential Adverse Effect of Issuance of Preferred Stock
Without Stockholder Approval. The Company's Certificate of
Incorporation authorizes the issuance of 5,000,000 shares of
preferred stock, $.01 par value per share, with such
designations, rights and preferences as may be determined from
time to time by the Board of Directors. Accordingly, the Board
of Directors is empowered, without stockholder approval, to
issue preferred stock with dividend, liquidation, conversion,
voting or other rights which could adversely affect the voting
power or other rights of the holders of the Common Stock and, in
certain circumstances, depress the market price of the Common
Stock. In the event of issuance, the preferred stock could be
utilized under certain circumstances as a method of
discouraging, delaying or preventing a change in control of the
Company. There can be no assurance that the Company will not
issue shares of preferred stock in the future. See "Description
of Securities."
Key Personnel. The Company depends to a large extent
on the abilities and continued participation of the its
executive officers and key employees. The loss of the services
of any of these persons would have a material adverse effect on
the Company's business and operations.
Forward-Looking Statements
This Prospectus contains certain forward-looking
statements concerning the Company's operations, economic
performance and financial condition, including in particular,
the integration of the Company's recent and pending acquisitions
into the Company's existing operations. Such statements are
subject to various risks and uncertainties. Actual results
could differ materially from those currently anticipated due to
a number of factors, including those identified under "Risk
Factors" and elsewhere in this Prospectus.
SELLING STOCKHOLDERS
The following table sets forth as of February 27, 1997
certain information regarding the Selling Stockholders. Unless
otherwise indicated, the Company believes that the persons
listed below have sole investment and voting power with respect
to their shares based on information furnished to the Company by
such owners.
Beneficial Beneficial Percentage
Ownership of Common Ownership of of
Common Shares Shares Common Beneficial
Prior to Offered Shares Ownership
Selling Stockholder Offering for sale After Sale After Offering
___________________ _____________ __________ ____________ ______________
Gaines, Berland Inc. 923,472 243,492 679,980 3.7%
Darnell Small 434,000 25,000 409,000 2.2
GKN Securities Corp. 129,932 44,222 85,710 *
Robert Gladstone 69,336 29,736 39,600 *
Roger Gladstone 69,336 29,736 39,600 *
David M. Nussbaum 69,336 29,736 39,600 *
Stephen Booke 60,000 60,000 0 --
James M. Jacobson, Jr. 58,333 8,333 50,000 *
Dan Purjes 43,078 43,078 0 --
Bradford Small 33,000 25,000 8,000 *
Gene Sperber 18,833 8,333 10,500 *
Gerald Amato 15,000 15,000 0 --
___________
* Less than one percent.
Darnell Small is the widow of Carl Small, the founder of Small's.
Former consultant to Small's.
Bradford Small is a Director of Superior and is the son of Darnell
Small and Carl Small.
PLAN OF DISTRIBUTION
All of the Shares offered hereby are being sold by the
Selling Stockholders. The Company has been advised that the
Shares will be offered by the Selling Stockholders from time to
time on the Nasdaq National Market, where the Common Stock is
listed, or elsewhere in privately negotiated transactions, at
fixed prices which may be changed, at market prices prevailing
at the time of offer and sale, at prices related to such
prevailing market prices or at negotiated prices. The Selling
Stockholders may effect such transactions by offering and
selling the Shares directly or to or through securities broker-
dealers, including Gaines, Berland Inc. and GKN Securities
Corp., and such broker-dealers may receive compensation in the
form of discounts, concessions, or commissions from the Selling
Stockholders and/or the purchasers of the Shares for whom such
broker-dealers may act as agent or to whom the Selling
Stockholders may sell as principal, or both (which compensation
as to a particular broker-dealer might be in excess of customary
commissions). Upon the Company being notified by any Selling
Stockholder that a material arrangement has been entered into
with a broker or dealer for the sale of Shares, a Prospectus
Supplement will be filed, if required, pursuant to Rule 424(c)
under the Securities Act, disclosing (a) the name of each such
broker-dealer, (b) the number of Shares involved, (c) the price
at which Shares were sold, (d) the commissions paid or discounts
or concessions allowed to such broker-dealer(s), where
applicable, and (e) other facts material to the transaction.
The Selling Stockholders and any broker-dealers who act in
connection with the sale of the Shares hereunder may be deemed
to be "underwriters" within the meaning of Section 2(11) of the
Securities Act, and any commissions received by them and profit
on any resale of the Shares as principal might be deemed to be
underwriting discounts and commissions under the Securities Act.
The Company has advised the Selling Stockholders that they
and any securities broker-dealers or others who may be deemed to
be statutory underwriters will be subject to the Prospectus
delivery requirements under the Securities Act. The Company has
also advised the Selling Stockholders that in the event of a
"distribution" of the Shares, the Selling Stockholders, any
"affiliated purchasers," and any broker-dealer or other person
who participates in such distribution may be subject to Rule
10b-6 (and, commencing March 4, 1997, Regulation M) under the
Exchange Act until his or its participation in that distribution
is completed. A "distribution" is defined in the rules under
the Exchange Act as an offering of securities "that is
distinguished from ordinary trading transactions by the
magnitude of the offering and the presence of special selling
efforts and selling methods." Rule 10b-6 (and Regulation M)
makes it unlawful for any person who is participating in a
distribution to bid for or purchase stock of the same class as
is the subject of the distribution. The Company has also
advised the Selling Stockholders that Rule 10b-7 (and Regulation
M) under the Exchange Act prohibits any "stabilizing bid" or
"stabilizing purchase" for the purposes of pegging, fixing or
stabilizing the price of the Common Stock in connection with
this offering.
The Company has agreed to indemnify certain of the Selling
Stockholders and underwriters against certain liabilities,
including liabilities under the Securities Act.
LEGAL MATTERS
The validity of the issuance of the Common Stock offered
hereby will be passed upon for the Company by Jones, Walker,
Waechter, Poitevent, Carree & Denegre L.L.P., New Orleans,
Louisiana.
EXPERTS
The consolidated financial statements of Superior as of
and for the two years ended December 31, 1995 incorporated by
reference herein have been audited by KMPG Peat Marwick LLP,
independent certified public accountants, as indicated in their
report with respect thereto, and have been incorporated by
reference herein in reliance upon the authority of such firm as
experts in accounting and auditing. The report of KPMG Peat
Marwick LLP covering Superior's consolidated financial
statements refers to the adoption in 1995 of the methods of
accounting for the impairment of long-lived assets and for long-
lived assets to be disposed of prescribed by Statement of
Financial Accounting Standards No. 121.
The financial statements of Dimensional Oil Field
Services, Inc. as of and for the year ended December 31, 1995
incorporated by reference herein have been audited by KMPG Peat
Marwick LLP, independent certified public accountants, as
indicated in their report with respect thereto, and have been
incorporated by reference herein in reliance upon the authority
of such firm as experts in accounting and auditing.
Future audited financial statements of the Company and the
reports thereon of the Company's independent public accounts
will also be incorporated by reference in this prospectus in
reliance upon the authority of those accountants as experts in
giving those reports to the extent set firm has audited those
financial statements and consented to the use of their reports
thereon.
=============================== =================================
No dealer, salesperson
or any other person has been
authorized to give any
information or to make any
representation other than is
contained in this Prospectus,
and, if given or made, such
information or representation
must not be relied upon as
having been authorized by
Superior. Neither the 561,666 Shares
delivery of this Prospectus
nor any sale made hereunder
shall under any circumstances Superior Energy
create any implication that Services, Inc.
there has been no change in
the affairs of Superior since
any of the dates as to which
information is furnished
herein or since the date
hereof. This Prospectus does
not constitute an offer to Common Stock
sell or a solicitation of an
offer to buy any of the
securities offered hereby to
any person or in any
jurisdiction in which such
offer or solicitation is not
authorized or in which the ______________
person making the offer or
solicitation is not qualified PROSPECTUS
to do so, or to make such ______________
offer or solicitation in such
jurisdiction.
____________________
March __, 1997
TABLE OF CONTENTS
Page
Available Information...... 2
Incorporation of Certain
Documents by Reference..... 2
The Company................ 3
Risk Factors............... 3
Selling Stockholders....... 5
Plan of Distribution....... 6
Legal Matters.............. 6
Experts.................... 6
________________
=============================== =================================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the various expenses
in connection with the sale and distribution of the
securities being registered. All of the amounts
shown are estimated except the Securities and
Exchange Commission registration fee.
SEC registration fee $ 718.04
Accounting fees and expenses 2500.00
Legal fees and expenses 3500.00
Miscellaneous 281.96
_________
Total $7000.00
=========
The Company will bear all of the foregoing fees and expenses.
Item 15. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware, as
amended ("GCL"), authorizes a Delaware corporation to indemnify
its officers, directors, employees and agents under certain
circumstances against expenses and liabilities incurred in legal
proceedings involving such persons because of their holding or
having held such positions with the corporation and to purchase
and maintain insurance for such indemnification. Article Tenth
of the Company's Certificate of Incorporation, a copy of which
is filed as Exhibit 4.1 and incorporated herein by reference,
provides for the indemnification of directors and officers
against expenses and liabilities incurred in connection with
defending actions brought against them for negligence or
misconduct in their official capacities.
Paragraph 7 of Section 102(b) of the GCL permits a
Delaware corporation, by so providing in its Certificate of
Incorporation, to eliminate or limit the personal liability of a
director to the corporation for damages arising out of certain
alleged breaches of the director's duties to the corporation.
The GCL, however, provides that no such limitation of liability
may affect a director's liability with respect to any of the
following: (i) for breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for unlawful payment of
dividends or unlawful purchase or redemption of its capital
stock, or (iv) for any transaction from which the director
derived an improper personal benefit. Article Ninth of the
Company's Certificate of Incorporation eliminates the personal
liability of the directors of the Company to the fullest extent
permitted by Paragraph 7 of Section 102(b) of the GCL.
Item 16. Exhibits.
3.1 - Composite of the Company's Certificate of Incorporation
(filed as an exhibit to the Company's Form 10-QSB for
the quarter ended March 31, 1996 and incorporated
herein by reference).
3.2 - Composite of the Company's By-laws (filed as an exhibit
to the Company's Registration Statement on Form SB-2
(Registration No. 333-15987) incorporated herein by
reference).
3.3 - Stock Certificate (filed as an exhibit to Amendment No.
6 to the Company's registration statement on Form SB-2
(Registration No. 33-94454) and incorporated herein by
reference).
5 - Opinion of Jones, Walker, Waechter, Poitevent, Carrere
& Denegre, L.L.P.
23.1 - Consent of KPMG Peat Marwick LLP regarding the Company.
23.2 - Consent of KMPG Peat Marwick LLP regarding Dimensional
Oil Field Services, Inc.
23.3 - Consent of Jones, Walker, Waechter, Poitevent, Carrere
& Denegre, L.L.P. (included in Exhibit 5).
24 - Power of Attorney.*
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) (a) To file, during any period in which offers or
sales are being made, 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;
(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 (1)(a)(i) and
(1)(a)(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 by the small business issuer
pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(b) 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.
(c) 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.
(2) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the small business issuer
pursuant to the provisions described under Item 15 above, or
otherwise, the small business issuer 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 small business issuer of expenses incurred or paid by a
director, officer or controlling person of the small business
issuer in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
small business issuer 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 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.
(3) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this Registration Statement in
reliance upon Rule 430A and contained in a form of prospectus
filed by the small business issuer pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be
part of this Registration Statement as of the time it was
declared effective.
(4) For the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment that
contains a form of prospectus 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.
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-
3 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Belle Chasse, State of Louisiana, on February 27,
1997.
SUPERIOR ENERGY SERVICES, INC.
By: /s/ Terence E. Hall
____________________________
Terence E. Hall
Chairman of the Board,
Chief Executive Officer
and President
POWER OF ATTORNEY
KNOW ALL MEAN BY THESE PRESENTS, that each person whose
signature appears immediately below constitutes and appoints
Terence E. Hall, as 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.
Signature Title Date
__________ _____ _____
/s/ Terence E. Hall Chairman of the Board, February 27, 1997
____________________ Chief Executive Officer and President
Terence E. Hall (Principal Executive Officer)
/s/ Robert S. Taylor Chief Financial Officer (Principal February 27, 1997
____________________ Financial Officer and Accounting Officer)
Robert S. Taylor
/s/ Ernest J. Yancey, Jr. Director February 27, 1997
_______________________
Ernest J. Yancey, Jr.
/s/ James E. Rayannack Director February 27, 1997
_______________________
James E. Rayannack
/s/ Richard J. Lazes Director February 27, 1997
_______________________
Richard J. Lazes
/s/ Kenneth C. Boothe Director February 27, 1997
_______________________
Kenneth C. Boothe
/s/ Bradford Small Director February 27, 1997
_______________________
Bradford Small
/s/ Justin L. Sullivan Director February 27, 1997
_______________________
Justin L. Sullivan
Jones, Walker
Waechter, Poitevent
Carrere & Denegre, L.L.P.
February 28, 1997
Superior Energy Services, Inc.
1503 Engineers Road
Belle Chasse, Louisiana 70037
RE: Registration Statement on Form S-3
Gentlemen:
We have acted as special counsel to Superior Energy Services, Inc. (the
"Company"), in connection with the preparation of the registration statement on
Form S-3 (the "Registration Statement") filed by the Company under the
Securities Act of 1933, as amended, with the Securities and Exchange Commission
(the "Commission"), on the date hereof, with respect to the registration of
561,666 shares of Common Stock, $.001 par value per share (the "Shares"), of
the Company.
In so acting, we have examined originals, or photostatic or certified
copies, of such records of the Company, certificates of officers of the Company
and of public officials, and such other documents as we have deemed relevant.
In such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such documents.
Based upon the foregoing, we are of the opinion that the Shares, when
issued and sold upon the terms described in the Registration Statement, will
be validly issued and outstanding, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to us in the prospectus included therein under
the caption "Legal Matters." In giving this consent, we do not admit that we
are within the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the general rules and regulations
of the Commission promulgated thereunder.
Very truly yours,
/s/ Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P.
JONES, WALKER,WAECHTER, POITEVENT,
CARRERE & DENEGRE, L.L.P.
Exhibit 23.1
The Board of Directors and Shareholders
Superior Energy Services, Inc.:
We consent to incorporation by reference in the registration
statement on form S-3 of Superior Energy Services, Inc. of
our report dated March 15, 1996, relating to the
consolidated balance sheets of Superior Energy Services,
Inc. and subsidiaries as of December 31, 1995 and 1994, and
the related consolidated statements of operations, changes
in stockholders' equity and cash flows for the years then
ended. Our report refers to the adoption in 1995 of the
methods of accounting for the impairment of long-lived
assets and for long-lived assets to be disposed of
prescribed by Financial Accounting Standards No. 121.
We also consent to the reference to our firm under the
heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
New Orleans, Louisiana
February 27, 1997
Exhibit 23.2
The Board of Directors and Shareholders
Dimensional Oil Field Services, Inc.:
We consent to incorporation by reference in the registration
statement on form S-3 of Superior Energy Services, Inc. of
our report dated November 11, 1996, relating to the balance
sheet of Dimensional Oil Field Services, Inc. and
subsidiaries as of December 31, 1995, and the related
statements of operations and retained earnings and cash
flows for the year then ended, which report appears in the
Form 8-KA of Superior Energy Services, Inc. dated November
16, 1996.
We also consent to the reference to our firm under the
heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
New Orleans, Louisiana
February 27, 1997