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As filed with the Securities and Exchange Commission on December 30,
1997.
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.
(Exact name of registrant as specified in its charter)
Delaware 75-2379388
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1503 Engineers Road
Belle Chasse, Louisiana 70037
(Address, including zip code, of
registrant's principal executive offices)
Amended and Restated Superior Energy Services, Inc. 1995 Stock Incentive Plan
(Full title of the plan)
__________
Robert Taylor
Chief Financial Officer
1503 Engineers Road
Belle Chasse, Louisiana 70037
(504) 393-7774
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
William B. Masters
Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
201 St. Charles Avenue
New Orleans, Louisiana 70170-5100
CALCULATION OF REGISTRATION FEE
Amount Proposed maximum Proposed Amount of
Title of securities to be offering price maximum registration
to be registered registered(1) per unit aggregate fee
offering price
Common Stock
($.001 par value 800,000 shares $9.50(2) $7,600,000(2) $2,242.00(2)
per share)
(1) 600,000 shares were previously registered on Form S-8 Registration
Statement No. 333-12175 for issuance through the Superior Energy
Services, Inc. 1995 Stock Incentive Plan. 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 shares registered shall be automatically
increased to cover the additional shares in accordance with Rule 416(a)
under the Securities Act of 1933.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, based on the
average of the high and low price per share of the Common Stock on The
Nasdaq Stock Market on December 26, 1997.
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 Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1996, as amended, filed pursuant to Section 13 of the Securities
Exchange Act of 1934 (the "1934 Act");
(b) The Company's Quarterly Reports on Form 10-QSB for the quarters
ended March 31, 1997, June 30, 1997 and September 30, 1997;
(c) The Company's Current Reports on Form 8-K February 28, 1997 (as
amended on Form 8K/A filed March 14, 1997), May 31, 1997 (as amended on Form
8K/A dated June 13, 1997), October 3, 1997, October 31, 1997, November 5, 1997
and November 12, 1997;
(d) All other reports filed by the Company with the Commission pursuant
to Section 13 of the 1934 Act since December 31, 1996; and
(e) The description of the Company's Common Stock set forth in its
registration statement under the 1934 Act on Form 8-AK/A dated October 29,
1997.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment 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.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. 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. The Company's By-
Laws and Article Tenth of its Certificate of Incorporation provide 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 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
5 Opinion of Jones, Walker, Waechter, Poitevent, Carrere & Denegre,
L.L.P.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Jones, Walker, Waechter, Poitevent, Carrere & Denegre,
L.L.P. (included in 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, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the 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
registrant's 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 plan's 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
proceeding) 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.
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 the City of Belle Chasse, State of
Louisiana, on December 30, 1997.
SUPERIOR ENERGY SERVICES, INC.
By: /s/ Terence E. Hall
Terence E. Hall
Chairman of the Board, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, 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 the dates indicated.
Signature Title Date
/s/ Terence E. Hall Director, Chairman of the Board, December 30, 1997
Terence E. Hall President, and Chief Executive
Officer
(Principal Executive Officer)
/s/Kenneth C. Boothe Director December 30, 1997
Kenneth C. Boothe
/s/ Richard J. Lazes Director December 30, 1997
Richard J. Lazes
/s/James E. Ravannack Director December 30, 1997
James E. Ravannack
/s/Bradford Small Director December 30, 1997
Bradford Small
/s/Justin L. Sullivan Director December 30, 1997
Justin L. Sullivan
/s/Ernest J. Yancey, Jr. Director December 30, 1997
Ernest J. Yancey, Jr.
/s/Robert S. Taylor Chief Financial Officer December 30, 1997
Robert S. Taylor (Principal Financial Officer and
Principal Accounting Officer)
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Page
Description of Exhibits
5 Opinion of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P. (included in Exhibit 5).
Jones, Walker
Waechter, Poitevent
Carrere & Denegre, L.L.P.
December 29, 1997
Superior Energy Services, Inc.
1503 Engineers Road
Belle Chasse, Louisiana 70037
Gentlemen:
We have acted as counselfor 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
offering by the Company of 800,000 shares (the "Shares") of common stock,
$.001 par value for each share, pursuant to the terms of the Amended and
Restated Superior Energy Services, Inc. 1995 Stock Incentive 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 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. 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
Superior Energy Services, Inc.:
We consent to the use of our report incorporated herein by
reference dated March 14, 1997, with respect to the consolidated
balance sheets of Superior Energy Service, Inc. and subsidiaries as
of December 31, 1996 and 1995, and the related consolidated
statements of operations and stockholders' equity and cash flows
for the two years then ended. Our report refers to the adoption in
1995 of the method of accounting for the impairment of long-lived
assets and long-lived assets to be disposed of prescribed by
Statement of Financial Accounting Standards No. 121.
We also consent to the use of our report incorporated herein by
reference dated July 18, 1997, with respect to the balance sheet of
Tong Rentals & Supply Co., Inc. as of December 31, 1996, and the
related statements of operations and retained earnings and cash
flows for the year then ended.
We also consent to the use of our report incorporated herein by
reference dated April 17, 1997, with respect to the balance sheet
of Nautilus Pipe and Rental Tool, Inc. as of December 31, 1996, and
the related statements of operations and retained earnings and cash
flows for the year then ended.
We also consent to the use of our report incorporated herein by
reference dated October 20, 1997, with respect to the balance sheet
of Stabil Drill Specialties, Inc. as of August 31, 1996 and 1997,
and the related statements of income and retained earnings and cash
flows for the years then ended.
We also consent to the use of our report incorporated herein by
reference dated October 15, 1997, with respect to the balance sheet
of Sub-Surface Tools, Inc. as of July 31, 1997, and the related
statements of income and retained earnings and cash flows for the
year then ended.
/S/KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
New Orleans, Louisiana
December 29, 1997