Registration No. 333-__________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ATWOOD OCEANICS, INC.
(Exact Name of Registrant as specified in its charter)
Texas 74-1611874
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
15835 Park Ten Place Drive
Houston, Texas 77084
(Address of principal executive offices)
ATWOOD OCEANICS, INC.
2001 STOCK INCENTIVE PLAN
(Full Title of the Plan)
JAMES M. HOLLAND
Senior Vice President and Secretary
Atwood Oceanics, Inc.
15835 Park Ten Place Drive
Houston, Texas 77084
(281) 749-7800
(Name, address and telephone number of agent for service)
Copy to:
W. GARNEY GRIGGS, Esq.
Strasburger & Price, L.L.P.
1301 McKinney, Suite 3200
Houston, TX 77010
(713) 951-5600
------------------------------------------------------------------------------------------------------------------------
Calculation of Registration Fee
------------------------------------------------------------------------------------------------------------------------
--------------------------- ------------------ ------------------------- ------------------------ ----------------------
Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered Offering Price Per Aggregate Offering Registration Fee
Share(1) Price(1)
--------------------------- ------------------ ------------------------- ------------------------ ----------------------
--------------------------- ------------------ ------------------------- ------------------------ ----------------------
Common Stock, 1,000,000 shares $48.475 $48,475,000 $4,459.70
$1.00 par value
--------------------------- ------------------ ------------------------- ------------------------ ----------------------
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and 457(h), based on the average of the high and low
prices of the Company's Common Stock on May 6, 2002, as reported on the New
York Stock Exchange.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified by items 1 and 2 of Part 1 of Form S-8 is omitted
from this Registration Statement in accordance with the provisions of Rule 428
under the Securities Act of 1933 and the Introductory Note to Part I of Form
S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
Atwood Oceanics, Inc. (the "Company") incorporates herein by reference the
following documents filed with the Securities and Exchange Commission (the
"Commission"):
(1) The description of the common stock, par value $1.00 per share (the
"Common Stock"), of the Company contained in the Company's Registration
Statement on Form 8-A, filed with the Commission on July 2, 1997;
(2) The Annual Report of the Company on Form 10-K for the fiscal year ended
September 30, 2001, filed with the Commission on December 21, 2001;
(3) The Quarterly Report of the Company on Form 10-Q for the fiscal quarter
ended December 31, 2001, filed with the Commission on
February 14, 2002;
(4) The Current Report of the Company on Form 8-K filed with the Commission
on November 19, 2001;
(5) The Current Report of the Company on Form 8-K filed with the Commission
on December 11, 2001;
(6) The Current Report of the Company on Form 8-K filed with the Commission
on January 7, 2002;
(7) The Current Report of the Company on Form 8-K filed with the Commission
on January 30, 2002;
(8) The Current Report of the Company on Form 8-K filed with the Commission
on February 26, 2002;
(9) The Current Report of the Company on Form 8-K filed with the Commission
on March 14, 2002;
(10) The Current Report of the Company on Form 8-K filed with the Commission
on April 9, 2002; and
(11) The Current Report of the Company on Form 8-K with the Commission on
April 30, 2002.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") after the
date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all such securities then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing such documents.
Any statement contained herein or in any document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified and
superseded for purposes of this Registration Statement to the extent such
statement is modified or superseded by a statement contained in any other
subsequently filed incorporated document or in any accompanying prospectus
supplement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Article IV, Section 3 of the Bylaws of the Company states that any person
who is or was a director or officer of the Company, or a director, officer,
partner, venturer, employee, agent or similar functionary of any other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise which such person serves or served as such at the request of the
Company, shall be indemnified by the Company against any and all liability and
reasonable expenses (including but not limited to counsel fees and disbursements
and amounts paid in settlement or in satisfaction of judgments or as fines or
penalties) to the extent mandated or authorized by Article 2.02-1 of the Texas
Business Corporation Act. Article 2.02-1 of the Texas Business Corporation Act
permits, and in some cases requires, corporations to indemnify directors and
officers who are or have been a party or are threatened to be made a party to
litigation against judgments, penalties (including excise and similar taxes),
fines, settlements and reasonable expenses under certain circumstances.
In accordance with Section 1302-7.06 of the Texas Miscellaneous Corporation
Laws Act, Article X ("Article X") of the Company's Restated Articles of
Incorporation, as amended, precludes any personal liability by a director of the
Company to the Company or its shareholders for monetary damages for an act or
omission in the director's capacity as a director, except for liability for (1)
any breach of the director's duty of loyalty to the Company or its shareholders,
(2) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (3) any transaction from which the director
derived an improper personal benefit, or (4) an act or omission for which the
liability of a director is expressly provided for by an applicable statute.
While Article X provides directors with protection from awards of monetary
damages for breaches of the duty of care, it does not eliminate each director's
duty of care. Accordingly, Article X has no effect on the availability of an
equitable remedy such as an injunction or rescission based upon a director's
breach of the duty of care. Furthermore, liabilities which may arise out of acts
or omissions occurring prior to the Company's adoption of Article X would not be
covered by Article X, so that directors remain potentially liable for monetary
damages in connection with any such acts or omissions. In addition, Article X
applies only to claims against the director arising out of his or her role as a
director, and does not apply to the director's role as an officer or in any
capacity other than that of a director or to the director's responsibilities
under other law, such as the federal securities laws. Article X relates only to
liabilities of directors to the Company and its shareholders, and does not
affect liability to third parties.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following instruments and documents are included as Exhibits to this
Registration Statement. Exhibits incorporated by reference are so indicated by
parenthetical information.
Exhibit
Number Description
4.1
Restated Articles of Incorporation of the Company, as
amended (Incorporated by reference to Exhibits 3.1.1, 3.1.2
and 3.1.3 to the Company's Annual Report on Form 10-K for
the fiscal year ended September 30, 1993)
4.2
Articles of Amendment to Articles of Incorporation of the
Company (Incorporated by references to Exhibit 3.1.4 to the
Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1997)
4.3
Bylaws of the Company (Incorporated by reference to Exhibit
3.2 to the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1993)
4.4
Atwood Oceanics, Inc. 2001 Stock Incentive Plan
(Incorporated by reference to Appendix A to
the Company's Proxy Statement on Form DEF14A dated
January 15, 2002)
*5.1 Opinion of Strasburger & Price, L.L.P.
*23.1 Consent of Arthur Andersen LLP
23.2 Consent of Strasburger & Price, L.L.P.
(included in Exhibit 5.1)
*Filed herewith
Item 9. Undertakings
(a) The Company hereby undertakes:
(1) 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, as amended (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 thereto) 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 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% 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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above 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 Company pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this 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.
(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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
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.
(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the provisions described under Item 6 above, or otherwise, the
Company has been advised that, in the opinion of the 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 Company 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 Company 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.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement or Amendment
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Houston, State of Texas, on April 30, 2002.
ATWOOD OCEANICS, INC.
By: /s/ John R. Irwin
-------------------
John R. Irwin
President, Chief Executive Officer
and Director
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement or Amendment has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------------------- ----------------------- -----------
/s/ John R. Irwin President, Chief Executive April 30, 2002
----------------- Officer and Director
(John R. Irwin) (Principal Executive Officer)
/s/ James M. Holland Senior Vice President April 30, 2002
-------------------- and Secretary
(James M. Holland) (Principal Financial and
Accounting Officer)
/s/ Robert W. Burgess Director April 30, 2002
---------------------
(Robert W. Burgess)
/s/ George S. Dotson Director April 30, 2002
--------------------
(George S. Dotson)
/s/ Walter H. Helmerich, III Director April 30, 2002
----------------------------
(Walter H. Helmerich, III)
/s/ Hans Helmerich Director April 30, 2002
------------------
(Hans Helmerich)
/s/ William J. Morrissey Director April 30, 2002
------------------------
(William J. Morrissey)
EXHIBIT INDEX
Exhibit
Number Description
4.1
Restated Articles of Incorporation of the Company, as
amended (Incorporated by reference to Exhibits 3.1.1, 3.1.2
and 3.1.3 to the Company's Annual Report on Form 10-K for
the fiscal year ended September 30, 1993)
4.2
Articles of Amendment to Articles of Incorporation of the
Company (Incorporated by references to Exhibit 3.1.4 to the
Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1997)
4.3
Bylaws of the Company (Incorporated by reference to Exhibit
3.2 to the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1993)
4.4
Atwood Oceanics, Inc. 2001 Stock Incentive Plan
(Incorporated by reference to Appendix A to
the Company's Proxy Statement on Form DEF14A dated
January 15, 2002)
*5.1 Opinion of Strasburger & Price, L.L.P.
*23.1 Consent of Arthur Andersen LLP
23.2 Consent of Strasburger & Price, L.L.P. (included in
Exhibit 5.1)
*Filed herewith
EXHIBIT 5.1
[Strasburger & Price, L.L.P. Letterhead]
April 30, 2002
Atwood Oceanics, Inc.
15835 Park Ten Place Drive
Houston, Texas 77084
Re: 2001 Stock Incentive Plan
Gentlemen:
We have acted as counsel to Atwood Oceanics, Inc., a Texas corporation (the
"Company"), in connection with its filing with the Securities and Exchange
Commission (the "Commission") of a Registration Statement (the "Registration
Statement") on Form S-8 under the Securities Act of 1933, as amended (the
"Act"). The Registration Statement covers 1,000,000 shares of common stock,
$1.00 par value per share ("Common Stock"), of the Company (such shares
collectively referred to as the "Securities") to be issued pursuant to the
Atwood Oceanics, Inc. 2001 Stock Incentive Plan (the "Plan").
In rendering this opinion we have examined the Registration Statement, the
Company's Articles of Incorporation and Bylaws, each as amended to date, the
Plan and such corporate records, documents and instruments of the Company and
such certificates of public officials, have received such representations from
officers of the Company, and have reviewed such questions of law as in our
judgment are necessary, relevant or appropriate to enable us to render the
opinion expressed below. In such examination, we have assumed the genuineness of
all signatures, the authenticity of all corporate records, documents and
instruments submitted to us as originals, the conformity to original documents
of all documents submitted to us as conformed, certified or photostatic copies
thereof, and the authenticity of the originals of such photostatic, certified or
conformed copies.
Based upon such examination and review and upon representations made to us
by officers of the Company, we are of the opinion that upon issuance and
delivery in accordance with the terms and conditions of the Plan, and upon
receipt by the Company of the full consideration for the Securities as
determined pursuant to the Plan and any applicable stock option agreement, the
Securities will be legally issued, fully paid and nonassessable shares of Common
Stock of the Company.
We consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving such consent, we do not admit that we come within the
category of persons whose consent is required by Section 7 of the Act or the
rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Strasburger & Price, L.L.P.
Strasburger & Price, L.L.P.
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our report dated November 19,
2001, included in Atwood Oceanics, Inc.'s Form 10-K for the year ended September
30, 2001, and to all references to our Firm included in this Registration
Statement.
ARTHUR ANDERSEN LLP
/s/ ARTHUR ANDERSEN LLP
Houston, Texas
April 30, 2002