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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SUPERIOR ENERGY SERVICES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 75-2379388
(State of incorporation or organization) (I.R.S. Employer Identification No.)
1503 Engineers Road
P. O. Box 6220
New Orleans, Louisiana 70174
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value per share
(Title of Class)
Item 1. Description of Registrant's Securities to be Registered
The authorized capital stock of Superior Energy Services,
Inc. (the "Company") consists of 40,000,000 shares of common
stock, $.001 par value per share (the "Common Stock"), and
5,000,000 shares of preferred stock, $.01 par value per share,
issuable in series (the "Preferred Stock"). The following
description of the capital stock of the Company is qualified in
its entirety by reference to the Company's Certificate of
Incorporation (the "Certificate") and Bylaws, copies of which are
incorporated herein by reference as exhibits to this registration
statement.
Common Stock
Each holder of Common Stock is entitled to one vote for each
share of Common Stock held of record on all matters on which
stockholders are entitled to vote; stockholders may not cumulate
votes for the election of directors. Stockholders may act upon
any matter at a duly called meeting or by written consent.
Subject to the preferences accorded to the holders of the
Preferred Stock, if and when issued by the Board of Directors,
holders of Common Stock are entitled to dividends at such times
and in such amounts as the Board of Directors may determine. The
Company has never paid cash dividends on its Common Stock and
does not intend to pay dividends for the foreseeable future.
Upon the dissolution, liquidation or winding up of the Company,
after payment of debts and expenses and payment of the
liquidation preference plus any accrued dividends on any
outstanding shares of Preferred Stock, the holders of Common
Stock will be entitled to receive all remaining assets of the
Company ratably in proportion to the number of shares held by
them. Holders of shares of Common Stock have no preemptive,
subscription, conversion or redemption rights and are not subject
to further calls or assessments, or rights of redemption by the
Company.
Preferred Stock
The Company's Board of Directors has the authority, without
approval of the stockholders, to issue shares of Preferred Stock
in one or more series and to fix the number of shares and rights,
preferences and limitations of each series. Among the specific
matters that may be determined by the Board of Directors are the
dividend rights, the redemption price, if any, the terms of a
sinking fund, if any, the amount payable in the event of any
voluntary liquidation, dissolution or winding up of the affairs
of the Company's conversion rights, if any, and voting powers, if
any.
One of the effects of the existence of authorized but
unissued Common Stock and undesignated Preferred Stock may be to
enable the Board of Directors to make more difficult or to
discourage an attempt to obtain control of the Company by means
of a merger, tender offer, proxy contest or otherwise, and
thereby to protect the continuity of the Company's management.
If, in the exercise of its fiduciary obligations, the Board of
Directors were to determine that a takeover proposal was not in
the Company's best interest, such shares could be issued by the
Board of Directors without stockholder approval in one or more
transactions that might prevent or make more difficult or costly
the completion of the takeover transaction by diluting the voting
or other rights of the proposed acquiror or insurgent stockholder
group, by creating a substantial voting block in institutional or
other hands that might undertake to support the position of the
incumbent Board of Directors, by effecting an acquisition that
might complicate or preclude the takeover, or otherwise. In this
regard, the Company's Certificate grants the Board of Directors
broad power to establish the rights and preferences of the
authorized and unissued Preferred Stock, one or more series of
which could be issued entitling holders (i) to vote separately as
a class on any proposed merger or consolidation, (ii) to cast a
proportionately larger vote together with the Common Stock on any
such transaction or for all purposes, (iii) to elect directors
having terms of office or voting rights greater than those of
other directors, (iv) to convert Preferred Stock into a greater
number of shares of Common Stock or other securities, (v) to
demand redemption at a specified price under prescribed
circumstances related to a change of control or (vi) to exercise
other rights designated to impede a takeover. The issuance of
shares of Preferred Stock pursuant to the Board of Directors'
authority described above may adversely effect the rights of
holders of the Common Stock.
In addition, certain other charter provisions that are
described below may have the effect of either alone, in
combination with each other or with the existence of authorized
but unissued capital stock of making more difficult or
discouraging an acquisition of the Company deemed undesirable by
the Board of Directors.
Certain Charter and Bylaw Provisions
Size of the Board of Directors; Removal of Directors;
Filling of Vacancies on the Board of Directors. The Company's
Bylaws provide that the number of directors shall be fixed from
time to time by the Board of Directors but shall not be less than
three nor more than eleven. The Company's Bylaws also provide
that a newly created directorship resulting from an increase in
the number of directors and any vacancies on the Board of
Directors resulting from death, resignation, removal or other
cause may be filled by the affirmative vote of the majority of
the remaining directors then in office, although less than a
quorum, or by a sole remaining director. In addition, these
provisions specify that directors elected to fill a vacancy or a
newly created directorship on the Board of Directors will serve
until the next annual meeting of stockholders and until their
successors are elected and qualified, or until their earlier
resignation or removal.
Amendment of the Bylaws. Under the DGCL, the power to
adopt, amend or repeal bylaws is conferred upon the stockholders;
however, a corporation may in its certificate of incorporation
also confer upon the board of directors the power to adopt, amend
or repeal its bylaws. The Company's Certificate and Bylaws grant
the Board of Directors the power to adopt, amend and repeal the
Bylaws.
Delaware Anti-Takeover Statute. The Company is subject to
Section 203 of the Delaware General Corporation Law, which
prohibits Delaware corporations from engaging in a wide range of
specified transactions with any interested stockholder, defined
to include, among others, any person other than such corporation
and any of its majority-owned subsidiaries who own 15% or more of
any class or series of stock entitled to vote generally in the
election of directors, unless, among other exceptions, the
transaction is approved by (i) the Board of Directors prior to
the date the interested stockholder obtained such status, or (ii)
the holders of two-thirds of the outstanding shares of each class
or series of stock entitled to vote generally in the election of
directors, not including those shares owned by the interested
stockholder.
The provisions described above may tend to deter any
potential unfriendly offers or other efforts to obtain control of
the Company that are not approved by the Board of Directors and
thereby deprive the stockholders of opportunities to sell shares
of Common Stock at prices higher than the prevailing market
price. On the other hand, these provisions will tend to assure
continuity of management and corporate policies and to induce any
person seeking control of the Company or a business combination
with the Company to negotiate or terms acceptable to the then
elected Board of Directors.
Transfer Agent and Registrar
The transfer and registrar for the Company's Common Stock is
American Stock Transfer & Trust Company, 40 Wall Street, 46th
Floor, New York, New York 10005.
Item 2. Exhibits
1. Composite of Company's Certificate of Incorporation.
Incorporated herein by reference from the Company's
Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1996.
2. Composite of the Company's Bylaws. Incorporated herein
by reference from the Company's Registration Statement
on Form SB-2 (Registration Statement No. 333-15987).
3. Specimen of Common Stock certificate. Incorporated
herein by reference from the Company's Registration
Statement on Form SB-2 (Registration Statement No. 33-
94454).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized.
SUPERIOR ENERGY SERVICES, INC.
/s/ Terence E. Hall
Terence E. Hall, President
and Chief Executive Officer
Date: October 28, 1997
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description Page
1 Composite of the Company's Certificate of
Incorporation.*
2 Composite of the Company's Bylaws.**
3 Specimen of Common Stock certificate.***
* Incorporated by reference from the Company's Quarterly
Report on Form 10-QSB for the quarter ended March 31, 1996.
** Incorporated by reference from the Company's Registration
Statement on Form SB-2 (Registration Statement No. 333-
15987).
*** Incorporated by reference from the Company's Registration
Statement on Form SB-2 (Registration Statement No. 33-
94454).