AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 20, 2002
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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OIL STATES INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 76-0476605
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
CINDY B. TAYLOR
THREE ALLEN CENTER
333 CLAY STREET, SUITE 3640
HOUSTON, TEXAS 77002
(713) 652-0582
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this registration statement as determined by
market conditions and other factors.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are being 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, please 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, 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
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PROPOSED PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE MAXIMUM OFFERING AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PRICE PER SHARE(1) OFFERING PRICE(1) FEE
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Common Stock................. 8,050,000 shares $11.63 $93,621,500 $8,614
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(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act of 1933, as amended, based upon the
average of the high and low sales price reported by the New York Stock
Exchange on May 15, 2002.
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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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED MAY 20, 2002
PROSPECTUS
8,050,000 SHARES
OIL STATES INTERNATIONAL, INC.
COMMON STOCK
This prospectus relates to the offer and sale from time to time of up to
8,050,000 shares of our common stock for the account of the selling stockholders
identified on page 7 of this prospectus. We will not receive any of the proceeds
from the sale of shares by the selling stockholders.
Our common stock is listed on the New York Stock Exchange, or NYSE, under
the trading symbol "OIS." On May 17, 2002, the last reported sale price of our
common stock on the NYSE was $11.73 per share.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this prospectus is , 2002
TABLE OF CONTENTS
PAGE
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About This Prospectus....................................... i
Where You Can Find More Information......................... ii
Cautionary Statement Regarding Forward-Looking Statements... iii
Oil States International, Inc. ............................. 1
Use of Proceeds............................................. 1
Description of Capital Stock................................ 1
Selling Stockholders........................................ 7
Plan of Distribution........................................ 7
Experts..................................................... 9
Legal Matters............................................... 9
ABOUT THIS PROSPECTUS
This prospectus constitutes part of a registration statement on Form S-3
filed with the SEC under the Securities Act of 1933 utilizing the "shelf"
registration or continuous offering process. It omits some of the information
contained in the registration statement, and reference is made to the
registration statement for further information with respect to us and the
securities we are offering. Any statement contained in this prospectus
concerning the provisions of any document filed as an exhibit to the
registration statement or otherwise filed with the SEC is not necessarily
complete, and in each instance reference is made to the copy of the document
filed.
You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized any other person to provide
you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We will not issue these
securities in any jurisdiction where such issuance is not permitted. You should
assume that the information in this prospectus is accurate only as of the date
on the cover page or earlier dates as specified herein. Our business, financial
condition, results of operations and prospects may have changed since those
dates.
This prospectus provides you with a general description of the common stock
that will be issued pursuant to this prospectus. The registration statement
filed with the SEC includes exhibits that provide more details about the matters
discussed in this prospectus. You should read this prospectus and the related
exhibits filed with the SEC, together with the additional information described
under "Where You Can Find More Information."
i
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports and other information with
the SEC (File No. 1-16337). You may read and copy any documents that are filed
at the SEC Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. You may also obtain copies of these documents at prescribed rates from
the Public Reference Section of the SEC at its Washington address. Please call
the SEC at 1-800-SEC-0330 for further information.
Our filings are also available to the public through:
- the SEC web site at http://www.sec.gov; and
- The New York Stock Exchange 20 Broad Street New York, New York 10005.
The SEC allows us to "incorporate by reference" the information we file
with it, which information incorporated by reference is considered to be part of
this prospectus, and later information that we file with the SEC will
automatically update and supersede that information as well as the information
included in this prospectus. We incorporate by reference the documents listed
below and any future filings made with the SEC under Sections 13(a), 13(c), 14,
or 15(d) of the Securities Exchange Act of 1934 filed prior to the termination
of this offering:
- our quarterly report on Form 10-Q for the three months ended March 31,
2002 filed with the SEC on May 15, 2002;
- our annual report on Form 10-K for the year ended December 31, 2001 filed
with the SEC on March 4, 2002; and
- the description of our common stock contained in our Registration
Statement on Form 8-A filed with the SEC on February 6, 2001 and any
amendment to such registration statement or any other report that we may
file in the future for the purpose of updating such description.
We will provide without charge a copy of these filings, other than any
exhibits (unless the exhibits are specifically incorporated by reference into
this prospectus). You may request your copy by writing us at the following
address or telephoning the following number:
Oil States International, Inc.
Three Allen Center
333 Clay Street, Suite 3460
Houston, Texas 77002
Attention: Cindy B. Taylor
(713) 652-0582
ii
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
We include the following cautionary statement to take advantage of the
"safe harbor" provisions of the Private Securities Litigation Reform Act of 1995
for any forward-looking statement made by us, or on our behalf. The factors
identified in this cautionary statement are important factors (but not
necessarily all of the important factors) that could cause actual results to
differ materially from those expressed in any forward-looking statement made by
us, or on our behalf. Such statements are "forward-looking statements." You can
typically identify forward-looking statements by the use of forward-looking
words such as "may," "will," "could," "project," "believe," "anticipate,"
"expect," "estimate," "potential," "plan," "forecast," and other similar words.
All statements other than statements of historical facts contained in this
prospectus, including statements regarding our future financial position,
budgets, projected costs and plans and objectives of management for future
operations, are forward-looking statements. Where any such forward-looking
statement includes a statement of the assumptions or bases underlying such
forward-looking statement, we caution that, while we believe such assumptions or
bases to be reasonable and make them in good faith, assumed facts or bases
almost always vary from actual results. The differences between assumed facts or
bases and actual results can be material, depending upon the circumstances.
Where, in any forward-looking statement, we, or our management, express an
expectation or belief as to the future results, such expectation or belief is
expressed in good faith and believed to have a reasonable basis. However, there
can be no assurance that the statement of expectation or belief will result, or
be achieved or accomplished. Taking this into account, the following are
identified as important factors that could cause actual results to differ
materially from those expressed in any forward-looking statement made by, or on
behalf of, our company:
- fluctuations in the prices of oil and gas;
- the level of drilling activity;
- general economic conditions;
- our ability to find and retain skilled personnel;
- the availability of capital; and
- the other factors identified under the captions "Risks Related to Oil
States' Business Generally" and "Risks Related to Oil States' Operations"
in our annual report on Form 10-K for the year ended December 31, 2001,
which is incorporated by reference herein.
iii
OIL STATES INTERNATIONAL, INC.
We are a leading provider of specialty products and services to oil and gas
drilling and production companies throughout the world. We focus our business
and operations in a substantial number of the world's most active and fastest
growing oil and gas producing regions, including the Gulf of Mexico, Canada,
West Africa, the Middle East, South America and Southeast Asia. Our customers
include many of the major and independent oil and gas companies and other
oilfield service companies. We operate in three principal business segments,
offshore products, tubular services and well site services, and have established
a leadership position in each.
Concurrently with the completion of our initial public offering in February
2001, Oil States International, Inc. combined with HWC Energy Services, Inc.
("HWC"), Sooner Inc. ("Sooner") and PTI Group, Inc. ("PTI") in a transaction
that we refer to as the "Combination." Prior to our initial public offering and
the Combination, SCF-III, L.P. owned a majority interest in Oil States, HWC and
PTI, and SCF-IV, L.P. owned a majority interest in Sooner. SCF-III, L.P. and
SCF-IV, L.P. are private equity funds that focus on investments in the energy
industry. We refer to SCF-III, L.P. and SCF-IV, L.P. collectively as "SCF."
Unless we have indicated otherwise, or the context otherwise requires,
references to "Oil States," "we," "us" and "our" or similar terms are to Oil
States International, Inc. and its subsidiaries following the Combination.
The foregoing information about us is only a general summary and is not
intended to be comprehensive. For additional information about us and our
business segments you should refer to the information described under the
caption "Where You Can Find More Information."
Our principal executive offices are located at Three Allen Center, 333 Clay
Street, Suite 3460, Houston, Texas 77002. Our telephone number at that address
is (713) 652-0582.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares of common
stock by the selling stockholders.
DESCRIPTION OF CAPITAL STOCK
Our authorized capital stock consists of 200,000,000 shares of common
stock, par value $.01 per share, and 25,000,000 shares of preferred stock, par
value $.01 per share, of which one share has been designated as "special
preferred voting stock." At May 14, 2002, we had 48,345,882 shares of common
stock, including up to 1,329,564 shares of our common stock issuable upon
exchange of the exchangeable shares, and one share of special preferred voting
stock issued and outstanding.
COMMON STOCK
Holders of common stock are entitled to one vote per share on all matters
to be voted upon by the stockholders. Because holders of common stock do not
have cumulative voting rights, the holders of a majority of the shares of common
stock can elect all of the members of the board of directors standing for
election, subject to the rights, powers and preferences of any outstanding
series of preferred stock. Subject to the rights and preferences of any
preferred stock that we may issue in the future, the holders of common stock are
entitled to receive:
- dividends as may be declared by our board of directors; and
- all of our assets available for distribution to our common stockholders
in liquidation, pro rata, based on the number of shares held.
There are no redemption or sinking fund provisions applicable to the common
stock. All outstanding shares of common stock are fully paid and non-assessable.
As of May 15, 2002, there were 83 holders of record of our common stock.
1
PREFERRED STOCK
Subject to the provisions of our certificate of incorporation and legal
limitations, our board of directors has the authority, without further vote or
action by the stockholders:
- to issue up to 25,000,000 shares of preferred stock in one or more
series; and
- to fix the rights, preferences, privileges and restrictions of our
preferred stock, including provisions related to dividends, conversion,
voting, redemption, liquidation and the number of shares constituting the
series or the designation of that series, which may be superior to those
of the common stock.
Other than the share of special preferred voting stock issued in connection with
the Combination as described below in "Special Preferred Voting Stock," as of
May 14, 2002, there are no shares of preferred stock outstanding, and we have no
present plans to issue any other preferred stock.
The issuance of shares of preferred stock by our board of directors as
described above may adversely affect the rights of the holders of our common
stock. For example, preferred stock may rank prior to the common stock as to
dividend rights, liquidation preference or both, may have full or limited voting
rights and may be convertible into shares of common stock. The issuance of
shares of preferred stock may discourage third-party bids for our common stock
or may otherwise adversely affect the market price of the common stock. In
addition, the preferred stock may enable our board of directors to make more
difficult or to discourage attempts to obtain control of our company through a
hostile tender offer, proxy contest, merger or otherwise, or to make changes in
our management.
EXCHANGEABLE SHARES
In the Combination, the outstanding common shares of PTI held by Canadian
residents were exchanged for exchangeable shares issued by PTI HoldCo. The
exchangeable shares may generally be exchanged at any time at the option of the
holders for our common stock on a share-for-share basis subject to adjustment in
the case of alterations to our common stock, plus the amount of any declared but
unpaid dividends on our common stock. As of May 14, 2002, there are 1,329,564
exchangeable shares outstanding, which are exchangeable for a total of 1,329,564
shares of our common stock. The following is a summary of the principal terms
and rights of the exchangeable shares which affect us and the holders of our
common stock.
Holders of exchangeable shares are entitled to:
- receive dividends equal to the dividends paid by us on shares of our
common stock;
- provide directions to the holder of our special preferred voting stock as
to the manner in which the special preferred voting stock should be voted
on any matter on which holders of our common stock are entitled to vote.
See "-- Special Preferred Voting Stock" below.
Subject to applicable law, exchangeable shares will be exchanged for shares of
our common stock on a share-for-share basis, plus an amount equal to all
declared and unpaid dividends on such exchangeable shares, whenever:
- the holders of exchangeable shares request us or PTI HoldCo to exchange
or redeem their exchangeable shares;
- PTI HoldCo is liquidated, dissolved or wound-up;
- PTI HoldCo becomes insolvent or bankrupt, has a receiver appointed or a
similar event occurs;
- we become involved in voluntary or involuntary liquidation, dissolution
or winding-up proceedings;
- PTI HoldCo elects to redeem all of the exchangeable shares, provided the
request is made after the fifth anniversary of the closing of the
offering;
- PTI HoldCo elects to redeem all of the exchangeable shares, provided the
request is made after either the third anniversary of the closing of the
offering and the number of outstanding exchangeable shares
2
is less than 10% of the number outstanding upon the closing of the
Combination or the fourth anniversary of the closing of the offering and
the number of outstanding exchangeable shares is less than 20% of the
number outstanding upon the closing of the Combination;
- a change of control transaction occurs and the board of directors of PTI
HoldCo determines in good faith and in its sole discretion that it is not
reasonable to substantially replicate the terms and conditions of the
exchangeable shares in connection with the change of control transaction
and that redemption of all of the outstanding exchangeable shares is
commercially or legally necessary to enable the completion of the change
of control transaction;
- the holders of exchangeable shares fail to pass a resolution regarding
any matter on which they are entitled to vote as shareholders of PTI
HoldCo and which has been proposed by the board of directors of PTI
HoldCo, other than any resolution to amend the exchangeable share
provisions, the support agreement or the voting and exchange trust
agreement; or
- the holders of the exchangeable shares fail to take any action required
to approve or disapprove any change to their rights if the approval or
disapproval of such change would be required to maintain the economic or
legal equivalence of the exchangeable shares and our common stock.
Whenever a holder of exchangeable shares has the right to require PTI HoldCo to
redeem the holder's exchangeable shares or whenever PTI HoldCo has the right or
is required to redeem the outstanding exchangeable shares, the exchangeable
shares to be redeemed will be subject to the overriding right of our company or
3045843 Nova Scotia Company, one of our wholly owned Canadian subsidiaries, to
purchase such exchangeable shares. The consideration to be paid by us or 3045843
Nova Scotia Company, as the case may be, will be identical to the consideration
to be paid by PTI HoldCo upon any such redemption. We expect to exercise the
overriding right to purchase the exchangeable shares whenever it arises.
Unless we take action to ensure that the holders of exchangeable shares
receive an equivalent economic benefit, and subject to applicable law, we may
not:
- issue or distribute assets, debt instruments or shares of, or securities
convertible into, our common stock to the holders of the then outstanding
shares of our common stock;
- effect a forward or reverse stock split or similar transaction;
- effect a merger, reorganization, consolidation or other transaction
involving or affecting our common stock; or
- reclassify or otherwise change our common stock.
In the event of any proposed tender offer, share exchange offer, issuer
bid, take-over bid or similar transaction affecting our common stock, we must
use reasonable efforts to take all actions necessary or desirable to enable
holders of exchangeable shares to participate in the transaction to the same
extent and on an economically equivalent basis as the holders of our common
stock. We have also agreed to take various actions to protect the rights of the
holders of the exchangeable shares to receive the same dividends as are paid on
our common stock and to exchange shares of our common stock for exchangeable
shares.
SPECIAL PREFERRED VOTING STOCK
In connection with the acquisition of PTI, our board of directors
authorized a class of preferred stock, referred to as "special preferred voting
stock," consisting of one share. The special preferred voting stock was issued
to Computershare Trust Company of Canada, which holds the share as trustee for
the benefit of the holders of the exchangeable shares described above. Except as
otherwise required by law or our certificate of incorporation:
- the special preferred voting stock is entitled to the number of votes
attached to the number of shares of our common stock issuable upon the
exchange of all the outstanding exchangeable shares;
3
- each holder of exchangeable shares is able to direct the trustee to vote
that number of votes that are attached to the number of shares of OSI
common stock issuable upon the exchange of the exchangeable shares held
by that holder;
- the special preferred voting stock may be voted in the election of
directors and on all other matters submitted to a vote of our common
stockholders; and
- the holder of the special preferred voting stock is not entitled to
receive dividends.
In the event of any liquidation, dissolution or winding up of our company,
the holder of the special preferred voting stock will not be entitled to any of
our assets available for distribution to stockholders. We may redeem the special
preferred voting stock for a nominal amount when:
- the special preferred voting stock has no votes attached to it because
there are no exchangeable shares outstanding that are not owned by us or
our subsidiaries; and
- there are no shares of stock, debt, options or other agreements that
could give rise to the issuance of any additional exchangeable shares to
any person other than us or any of our subsidiaries.
ANTI-TAKEOVER PROVISIONS OF OUR CERTIFICATE OF INCORPORATION AND BYLAWS
Our certificate of incorporation and bylaws contain several provisions that
could delay or make more difficult the acquisition of us through a hostile
tender offer, open market purchases, proxy contest, merger or other takeover
attempt that a stockholder might consider in his or her best interest, including
those attempts that might result in a premium over the market price of our
common stock.
WRITTEN CONSENT OF STOCKHOLDERS
Our certificate of incorporation provides that, on and after the date when
SCF ceases to own a majority of the shares of our outstanding securities
entitled to vote in the election of directors, any action by our stockholders
must be taken at an annual or special meeting of stockholders, and stockholders
cannot act by written consent. Until that date, any action required or permitted
to be taken by our stockholders may be taken at a duly called meeting of
stockholders or by the written consent of stockholders owning the minimum number
of shares required to approve the action.
SPECIAL MEETINGS OF STOCKHOLDERS
Subject to the rights of the holders of any series of preferred stock, our
bylaws provide that special meetings of the stockholders may only be called by
the chairman of the board of directors or by the resolution of a majority of our
board of directors.
ADVANCE NOTICE PROCEDURE FOR DIRECTOR NOMINATIONS AND STOCKHOLDER PROPOSALS
Our bylaws provide that adequate notice must be given to nominate
candidates for election as directors or to make proposals for consideration at
annual meetings of stockholders. Notice of a stockholder's intent to nominate a
director must be delivered to or mailed and received at our principal executive
offices as follows:
- for an election to be held at the annual meeting of stockholders, not
later than 120 calendar days prior to the anniversary date of the
immediately preceding annual meeting of stockholders unless the date of
the annual meeting is more than 30 or less than 60 calendar days after
such anniversary date, in which case such notice must be received not
later than the later of (1) 120 calendar days prior to the annual meeting
or (2) 10 calendar days following the public announcement of the annual
meeting; and
- for an election to be held at a special meeting of stockholders, not
later than the later of (1) 120 calendar days prior to the special
meeting or (2) 10 calendar days following the public announcement of the
special meeting.
4
Notice of a stockholder's intent to raise business at an annual meeting
must be received at our principal executive offices not later than 120 calendar
days prior to the anniversary date of the preceding annual meeting of
stockholders.
These procedures may operate to limit the ability of stockholders to bring
business before a stockholders meeting, including the nomination of directors
and the consideration of any transaction that could result in a change in
control and that may result in a premium to our stockholders.
CLASSIFIED BOARD OF DIRECTORS
Our certificate of incorporation divides our directors into three classes
serving staggered three-year terms. As a result, stockholders will elect
approximately one-third of the board of directors each year. This provision,
when coupled with the provision of our restated certificate of incorporation
authorizing only the board of directors to fill vacant or newly created
directorships or increase the size of the board of directors and the provision
providing that directors may only be removed for cause, may deter a stockholder
from gaining control of our board of directors by removing incumbent directors
or increasing the number of directorships and simultaneously filling the
vacancies or newly created directorships with its own nominees.
RENOUNCEMENT OF BUSINESS OPPORTUNITIES
Our certificate of incorporation provides that, as long as SCF and its
affiliates other than our company continue to own at least 20% of our common
stock, we renounce any interest or expectancy in any business opportunity or
other matter in which any member of the SCF group participates or desires or
seeks to participate and that involves any aspect of the energy equipment or
services business or industry except as described below. No member of the SCF
group, including any officer, director, employee or other agent of SCF or any
affiliate of SCF who serves as a director of our company (an "SCF director
nominee"), has any obligation to communicate or offer any renounced opportunity
to us and may pursue the opportunity as that entity or individual sees fit,
unless:
- it was presented to an SCF director nominee solely in that person's
capacity as a director of our company and no other member of the SCF
group independently received notice of or otherwise identified such
opportunity; or
- the opportunity was identified solely through the disclosure of
information by or on behalf of our company.
The "SCF group" includes SCF, any affiliate of SCF (other than our company), any
SCF director nominee and portfolio companies in which SCF has an investment
(other than our company).
Thus, for example, SCF and its affiliates, including SCF director nominees,
may pursue opportunities in the oilfield services industry for their own account
or present such opportunities to SCF's other portfolio companies. Our
certificate of incorporation provides that SCF and its affiliates have no
obligation to offer such opportunities to us, even if the failure to provide
such opportunity would have a competitive impact on us.
These provisions of our certificate of incorporation may be amended only by
an affirmative vote of holders of at least 80% of our outstanding common stock.
AMENDMENT OF THE BYLAWS
Our board of directors may amend or repeal the bylaws and adopt new bylaws.
The holders of common stock may amend or repeal the bylaws and adopt new bylaws
by a majority vote.
5
LIMITATION OF LIABILITY OF OFFICERS AND DIRECTORS
Our directors will not be personally liable to our company or our
stockholders for monetary damages for breach of fiduciary duty as a director,
except, if required by Delaware law, for liability:
- for any breach of the duty of loyalty to our company or our stockholders;
- for acts or omissions not in good faith or involving intentional
misconduct or a knowing violation of law;
- for unlawful payment of a dividend or unlawful stock purchases or
redemptions; and
- for any transaction from which the director derived an improper personal
benefit.
As a result, neither we nor our stockholders have the right, through
stockholders' derivative suits on our behalf, to recover monetary damages
against a director for breach of fiduciary duty as a director, including
breaches resulting from grossly negligent behavior, except in the situations
described above.
DELAWARE TAKEOVER STATUTE
Under the terms of our certificate of incorporation and as permitted under
Delaware law, we have elected not to be subject to Delaware's anti-takeover law
in order to give our significant stockholders, including SCF, greater
flexibility in transferring their shares of our common stock. This law provides
that specified persons who, together with affiliates and associates, own, or
within three years did own, 15% or more of the outstanding voting stock of a
corporation could not engage in specified business combinations with the
corporation for a period of three years after the date on which the person
became an interested stockholder. The law defines the term "business
combination" to encompass a wide variety of transactions with or caused by an
interested stockholder, including mergers, asset sales and other transactions in
which the interested stockholder receives or could receive a benefit on other
than a pro rata basis with other stockholders. With the approval of our
stockholders, we may amend our certificate of incorporation in the future to
become governed by the anti-takeover law. This provision would then have an
anti-takeover effect for transactions not approved in advance by our board of
directors, including discouraging takeover attempts that might result in a
premium over the market price for the shares of our common stock. By opting out
of the Delaware anti-takeover law, a transferee of SCF could pursue a takeover
transaction that was not approved by our board of directors.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for our common stock is Mellon Investor
Services LLC, and its telephone number is (800) 635-9270.
6
SELLING STOCKHOLDERS
The following table sets forth information with respect to the number of
shares of our common stock beneficially owned by the selling stockholders listed
below before and after this offering, assuming the sale of all shares offered
under this prospectus. The information in the table below is current as of the
date of this prospectus. The percentage ownership is based on shares of common
stock outstanding as of May 14, 2002.
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR TO OFFERING SHARES OWNED AFTER OFFERING
------------------------ BEING --------------------
SELLING STOCKHOLDER NUMBER PERCENT OFFERED NUMBER PERCENT
------------------- ------------ --------- ------------ ---------- -------
SCF-III, L.P.(1)................ 21,825,275 45.1% 4,942,324 16,882,951 34.9%
SCF-IV, L.P.(1)................. 8,645,085 17.9% 1,957,676 6,687,409 13.8%
812375 Alberta Ltd.(2).......... 1,739,209 3.6% 1,150,000 589,209 1.2%
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(1) L.E. Simmons, the chairman of our board of directors, is the sole owner of
L.E. Simmons & Associates, Incorporated, the ultimate general partner of
SCF-III, L.P. and SCF-IV, L.P. Prior to this offering, SCF-III, L.P. and
SCF-IV, L.P. together own approximately 63.0% of our outstanding common
stock. Prior to the Combination, SCF-III, L.P. and SCF-IV, L.P. together
owned a majority of the outstanding common stock of each of Oil States, HWC,
Sooner and PTI and engaged in certain transactions with Oil States, HWC,
Sooner and PTI, including the acquisition of their debt and equity
securities.
(2) Prior to the Combination, 812375 Alberta Ltd. held approximately 18.9% of
the common shares of PTI and had the right to appoint one member of PTI's
board of directors.
PLAN OF DISTRIBUTION
Shares may be sold or distributed from time to time by the selling
stockholders. The selling stockholders may sell their shares at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, at negotiated prices, or at fixed prices, which may be changed. The
selling stockholders may accept or reject, in whole or in part, any proposed
purchase of shares, whether the purchase is to be made directly or through
agents.
The selling stockholders may offer their shares at various times in one or
more of the following transactions:
- in underwritten transactions;
- in ordinary brokers' transactions and transactions in which the broker
solicits purchasers;
- in transactions involving cross or block trades or otherwise on the New
York Stock Exchange;
- in transactions "at the market" to or through market makers in our common
stock or into an existing market for the common stock;
- in other ways not involving market makers or established trading markets,
including direct sales of the shares to purchasers or sales of the shares
effected through agents;
- through transactions in options, swaps or other derivatives which may or
may not be listed on an exchange;
- in privately negotiated transactions;
- in transactions to cover short sales; or
- in a combination of any of the foregoing transactions.
The selling stockholders also may sell their shares in accordance with Rule 144
under the Securities Act of 1933 or in other transactions exempt from the
registration requirements of the Securities Act of 1933.
From time to time, the selling stockholders may pledge or grant a security
interest in some or all of the shares owned by them. If the selling stockholders
default in performance of their secured obligations, the
7
pledged or secured parties may offer and sell the shares from time to time by
this prospectus. The selling stockholders also may transfer and donate shares in
other circumstances. The number of shares beneficially owned by the selling
stockholders will decrease as and when they transfer or donate their shares or
default in performing obligations secured by their shares. The plan of
distribution for the shares offered and sold under this prospectus will
otherwise remain unchanged, except that the transferees, donees, pledgees, other
secured parties or other successors in interest will be selling stockholders for
purposes of this prospectus.
The selling stockholders may sell short the common stock. The selling
stockholders may deliver this prospectus in connection with such short sales and
use the shares offered by this prospectus to cover such short sales. The selling
stockholders may enter into hedging transactions with broker-dealers. The
broker-dealers may engage in short sales of the common stock in the course of
hedging the positions they assume with the selling stockholders, including
positions assumed in connection with distributions of the shares by such broker-
dealers. The selling stockholders also may enter into option or other
transactions with broker-dealers that involve the delivery of shares to the
broker-dealers, who may then resell or otherwise transfer such shares. In
addition, the selling stockholders may loan or pledge shares to a broker-dealer,
which may sell the loaned shares or, upon a default by the selling stockholders
of the secured obligation, may sell or otherwise transfer the pledged shares.
The selling stockholders may use brokers, dealers, underwriters or agents
to sell their shares. The persons acting as agents may receive compensation in
the form of commissions, discounts or concessions. This compensation may be paid
by the selling stockholders or the purchasers of the shares of whom such persons
may act as agent, or to whom they may sell as principal, or both. The
compensation as to a particular person may be less than or in excess of
customary commissions. The selling stockholders and any agents or broker-
dealers that participate with the selling stockholders in the offer and sale of
the shares may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933. Any commissions they receive and any profit they realize
on the resale of the shares by them may be deemed to be underwriting discounts
and commissions under the Securities Act of 1933. Neither we nor the selling
stockholders can presently estimate the amount of such compensation.
If the selling stockholders sell shares in an underwritten offering, the
underwriters may acquire the shares for their own account and resell the shares
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. In such event, we will set forth in a supplement to this
prospectus the names of the underwriters and the terms of the transactions,
including any underwriting discounts, concessions or commissions and other items
constituting compensation of the underwriters and broker-dealers. The
underwriters from time to time may change any public offering price and any
discounts, concessions or commissions allowed or reallowed or paid to broker-
dealers. Unless otherwise set forth in a supplement, the obligations of the
underwriters to purchase the shares will be subject to certain conditions, and
the underwriters will be obligated to purchase all of the shares specified in
the supplement if they purchase any of the shares.
We have informed the selling stockholders that during such time as they may
be engaged in a distribution of the shares they are required to comply with
Regulation M under the Securities Exchange Act of 1934. With exceptions,
Regulation M prohibits the selling stockholders, any affiliated purchasers and
other persons who participate in such a distribution from bidding for or
purchasing, or attempting to induce any person to bid for or purchase, any
security which is the subject of the distribution until the entire distribution
is complete.
We have informed the selling stockholders that they are legally required to
deliver copies of this prospectus in connection with any sale of securities
registered hereunder in accordance with applicable prospectus delivery
requirements.
We will bear the expenses relating to this offering, other than any
underwriting fees, discounts and commissions, any capital gains, income or
transfer taxes, any out-of-pocket expenses of the selling stockholders (with
certain exceptions) or the fees and disbursements of counsel for any
underwriters.
8
We have agreed to indemnify the selling stockholders and their respective
controlling persons against certain liabilities, including certain liabilities
under the Securities Act of 1933. We will not receive any of the proceeds from
the sale by the selling stockholders of the shares offered by this prospectus.
In order to comply with certain state securities laws, if applicable, the
shares offered by this document will not be sold in a particular state unless
such shares have been registered or qualified for sale in such state or an
exemption from registration or qualification is available and complied with,
and, if so required, will only be sold in that state through registered or
licensed brokers or dealers.
The shares of common stock originally issued by us to the selling
stockholders bear legends as to their restricted transferability. Upon the
effectiveness of the registration statement of which this prospectus is a part,
and the transfer by the selling stockholders of any of the shares pursuant
thereto, new certificates representing those shares will be issued to the
transferee, free of any such legends unless otherwise required by law.
EXPERTS
The consolidated balance sheet of Oil States International, Inc. as of
December 31, 2001 and the combined balance sheet as of December 31, 2000, and
the related consolidated and combined statement of operations, stockholders'
equity and cash flows for the year ended December 31, 2001 and the combined
statements of operations, stockholders' equity and cash flows for each of the
two years in the period ended December 31, 2000, incorporated by reference in
this Registration Statement have been audited by Ernst & Young LLP, independent
auditors, the consolidated balance sheets of PTI Group Inc., as of December 31,
2000, and the related consolidated statement of operations, stockholders' equity
and cash flows for each of the two years in the period ended December 31, 2000,
included in the combined financial statements of Oil States International, Inc.
as of such date and of such period have been audited by PriceWaterhouseCoopers
LLP, independent auditors, and the consolidated balance sheet of Oil States
International, Inc., as of December 31, 1999, and the related consolidated
statement of operations, stockholders' equity and cash flows for the year ended
December 31, 1999, included in the combined financial statements of Oil States
International, Inc. as of such date and for such period have been audited by
Arthur Andersen LLP, independent auditors, each as set forth in their respective
reports thereon incorporated by reference herein, and are included in reliance
upon such reports given on the authority of such firms as experts in accounting
and auditing. Arthur Andersen LLP has not consented to the inclusion of their
report in this prospectus, and we have dispensed with the requirement to file
their consent in reliance upon Rule 437a of the Securities Act of 1933. Because
Arthur Andersen LLP has not consented to the inclusion of their report in this
prospectus, you will not be able to recover against Arthur Andersen LLP under
Section 11 of the Securities Act for any untrue statements of a material fact
contained in the financial statements audited by Arthur Andersen LLP or any
omissions to state a material fact required to be stated therein.
LEGAL MATTERS
The validity of the shares of common stock offered pursuant to this
prospectus has been passed upon for us by Vinson & Elkins L.L.P., Houston,
Texas.
9
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the expenses of issuance and distribution to
be borne by Oil States International, Inc. (the "Company"). All amounts are
estimates except the SEC registration fee.
SEC filing fee.............................................. $ 8,614
Printing expenses........................................... 100,000
Legal fees and expenses..................................... 75,000
Accounting fees and expenses................................ 75,000
Miscellaneous............................................... 16,386
--------
TOTAL................................................ $275,000
========
The foregoing does not include New York Stock Exchange listing fees that were
paid in connection with the Company's initial public offering in February 2001.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law ("DGCL") provides that
a corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding whether civil, criminal, administrative or investigative, other than
an action by or in the right of the corporation by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorney's fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Section 145 further
provides that a corporation similarly may indemnify any such person serving in
any such capacity who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, actually and reasonably
incurred in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or such other
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all of the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Delaware Court of Chancery or such other
court shall deem proper.
The Company's certificate of incorporation provides that indemnification
shall be to the fullest extent permitted by the DGCL for all current or former
directors or officers of the Company.
As permitted by the DGCL, the certificate of incorporation provides that
directors of the Company shall have no personal liability to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except (1) for any breach of the director's duty of loyalty to the Company or
its stockholders, (2) for acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of law, (3) under Section 174 of the
DGCL or (4) for any transaction from which a director derived an improper
personal benefit.
II-1
In addition, we have entered into indemnity agreements with our directors
and executive officers containing provisions which are in some respects broader
than the specific indemnification provisions contained in the DGCL. The form of
these indemnity agreements is filed as Exhibit 10.14 to Amendment No. 4 to the
Company's Registration Statement on Form S-1 (File No. 333-43400) filed with the
SEC on January 19, 2001.
The U.S. and international purchase agreements that we entered into in
connection with our initial public offering contain certain provisions for the
indemnification against certain civil liabilities under the Securities Act of
our directors, certain of our officers, the selling stockholders and any person
who controls us within the meaning of Section 15 of the Securities Act or
Section 20 of the Securities and Exchange Act of 1934. Forms of these purchase
agreements are filed as Exhibits 1.1 and 1.2 to Amendment No. 5 to the Company's
Registration Statement on Form S-1 (File No. 333-43400) filed with the SEC on
February 6, 2001. We expect that any purchase agreements that we may enter into
in connection with the offering of the shares included in this registration
statement will contain similar provisions.
ITEM 16. EXHIBITS
The following documents are filed as exhibits to this registration
statement:
EXHIBITS
--------
5.1* -- Opinion of Vinson & Elkins L.L.P.
10.1 -- First Amendment to Amended and Restated Registration Rights
Agreement, dated as of May 17, 2002, by and among Oil States
International, Inc., SCF-III, L.P. and SCF-IV, L.P.
23.1 -- Consent of Ernst & Young LLP
23.2 -- Consent of PricewaterhouseCoopers LLP (Edmonton, Alberta)
23.3 -- Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1)
24.1 -- Power of Attorney for Directors
---------------
* To be filed by amendment.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the 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 the 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 may be reflected in the form of prospectus filed
with the Commission 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 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, 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; and
II-2
(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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of Oil States
International Inc.'s annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act 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.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the indemnification provisions described in Item 15
above, 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 Securities 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 whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant,
Oil States International, Inc., certifies that it has reasonable grounds to
believe that it meets all of 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 Houston, State of Texas,
on the 17th day of May, 2002.
OIL STATES INTERNATIONAL, INC.
By: /s/ CINDY B. TAYLOR
------------------------------------
Cindy B. Taylor
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following directors and officers
of Oil States International, Inc. in the capacities indicated on May 17, 2002.
SIGNATURE TITLE
--------- -----
/s/ DOUGLAS E. SWANSON President, Chief Executive Officer and Director
----------------------------------------- (Principal Executive Officer)
Douglas E. Swanson
/s/ CINDY B. TAYLOR Chief Financial Officer
----------------------------------------- (Principal Financial Officer)
Cindy B. Taylor
/s/ ROBERT W. HAMPTON Vice President -- Finance and Accounting
----------------------------------------- (Principal Accounting Officer)
Robert W. Hampton
/s/ L. E. SIMMONS* Chairman of the Board
-----------------------------------------
L.E. Simmons
/s/ MARTIN LAMBERT* Director
-----------------------------------------
Martin Lambert
/s/ MARK G. PAPA* Director
-----------------------------------------
Mark G. Papa
/s/ GARY L. ROSENTHAL* Director
-----------------------------------------
Gary L. Rosenthal
/s/ ANDREW L. WAITE* Director
-----------------------------------------
Andrew L. Waite
II-4
SIGNATURE TITLE
--------- -----
/s/ STEPHEN A. WELLS* Director
-----------------------------------------
Stephen A. Wells
*By: /s/ CINDY B. TAYLOR
-----------------------------------------
Cindy B. Taylor,
pursuant to a Power Of Attorney
filed as Exhibit 24.1 to this
Registration Statement.
II-5
INDEX TO EXHIBITS
EXHIBITS
--------
5.1* -- Opinion of Vinson & Elkins L.L.P.
10.1 -- First Amendment to Amended and Restated Registration Rights
Agreement, dated as of May 17, 2002, by and among Oil States
International, Inc., SCF-III, L.P. and SCF-IV, L.P.
23.1 -- Consent of Ernst & Young LLP
23.2 -- Consent of PricewaterhouseCoopers LLP (Edmonton, Alberta)
23.3 -- Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1)
24.1 -- Power of Attorney for Directors
---------------
* To be filed by amendment.