sv8
As filed with the Securities and Exchange Commission on August 22, 2006.
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)
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Delaware
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75-2379388 |
(State or other jurisdiction
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(I.R.S. Employer |
of incorporation or organization)
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Identification No.) |
1105 Peters Road
Harvey, Louisiana 70058
(Address, including zip code, of
Registrants principal executive offices)
Amended and Restated Superior Energy Services, Inc.
2004 Directors Restricted Stock Units Plan
(Full title of the plan)
Robert S. Taylor
Chief Financial Officer, Executive Vice President and Treasurer
1105 Peters Road
Harvey, Louisiana 70058
(504) 362-4321
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Margaret F. Murphy
Jones, Walker, Waechter, Poitevent, Carrère & Denègre, L.L.P.
201 St. Charles Avenue
New Orleans, Louisiana 70170-5100
CALCULATION OF REGISTRATION FEE
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Title of securities |
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Amount to be |
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Proposed maximum |
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Proposed maximum |
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Amount of |
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to be registered |
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Registered(1) |
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offering price per unit |
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aggregate offering price |
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registration fee |
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Common Stock
($0.001 par value per share) |
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100,000 shares(2) |
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$32.13(3) |
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$3,213,000 |
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$343.79 |
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(1) |
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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. |
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(2) |
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Represents the number of additional shares of
the Common Stock of the Company reserved for
issuance pursuant to the Amended and Restated 2004
Directors Restricted Stock Units Plan (the Plan).
200,000 shares issuable pursuant to the Plan were
previously registered on Registration Statement No.
333-116078. |
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(3) |
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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 New York Stock Exchange on
August 18, 2006. |
TABLE OF CONTENTS
REGISTRATION OF ADDITIONAL SECURITIES
On June 2, 2004, Superior Energy Services, Inc., a Delaware corporation (the Company)
registered 200,000 shares of its common stock, par value $0.001 per share (Common Stock), to be
offered or sold to participants under the Superior Energy Services, Inc. 2004 Directors Restricted
Stock Units Plan, as amended from time to time (the Plan) pursuant to the Registration Statement
on Form S-8 (File No. 333-116078). The Plan was amended by the Companys stockholders on May 23,
2006, to increase the number of shares available for issuance under the Plan by 100,000 shares of
Common Stock. This Registration Statement is being filed pursuant to General Instruction E to Form
S-8 (Registration of Additional Securities) in order to register such additional 100,000 shares of
Common Stock which may be offered or sold to participants under the Plan.
INCORPORATION BY REFERENCE
The contents of the Registration Statement on Form S-8 (File No. 333-116078) with respect to
200,000 shares of Common Stock are hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
5.1 |
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Opinion of Jones, Walker, Waechter, Poitevent, Carrère & Denègre, L.L.P. |
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23.1 |
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Consent of KPMG LLP |
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23.2 |
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Consent of Jones, Walker, Waechter, Poitevent, Carrère & Denègre, L.L.P. (included in Exhibit 5.1) |
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24.1 |
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Power of Attorney (included on signature page) |
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 Harvey, Louisiana, on August 22, 2006.
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SUPERIOR ENERGY SERVICES, INC.
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By: |
/s/ Terence E. Hall
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Terence E. Hall |
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Chairman of the Board and
Chief Executive Officer |
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, 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 August 22, 2006.
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Signature |
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Title |
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/s/ Terence E. Hall
Terence E. Hall |
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Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer) |
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/s/ Robert S. Taylor
Robert S. Taylor |
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Executive Vice President,
Treasurer and Chief Financial Officer
(Principal Financial and
Accounting Officer) |
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/s/ James M. Funk
James M. Funk |
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Director |
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/s/ Ernest E. Howard, III
Ernest E. Howard, III |
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Director |
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/s/ Richard A. Pattarozzi
Richard A. Pattarozzi |
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Director |
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/s/ Justin L. Sullivan
Justin L. Sullivan |
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Director |
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/s/ Enoch L. Dawkins
Enoch L. Dawkins |
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Director
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Exhibit Index
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Exhibits |
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Description of Exhibit |
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5.1
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Opinion of Jones, Walker, Waechter, Poitevent, Carrère & Denègre, L.L.P. |
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23.1
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Consent of KPMG LLP |
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23.2
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Consent of Jones, Walker, Waechter, Poitevent, Carrère & Denègre, L.L.P. (included in Exhibit 5.1) |
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24.1
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Power of Attorney (included on signature page) |