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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Helmerich & Payne, Inc.
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(Exact name of registrant specified in its charter)
Delaware 73-0679879
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(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
1579 East 21st Street, Tulsa, Oklahoma 74114
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(Address of Principal Executive Offices) (Zip Code)
Helmerich & Payne, Inc. 2000 Stock Incentive Plan
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(Full title of the plan)
Steven R. Mackey, 1579 East 21st Street, Tulsa, Oklahoma 74114
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(Name and address of agent for service)
(918) 742-5531
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE PRICE FEE
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Common
Stock,
$0.10 par 3,000,000
Value Shares (1) (1) $28,740.00(1)
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(1) Pursuant to Rule 457(c), the proposed maximum offering price per
share of the 3,000,000 shares of Common Stock is $38.32 based on the average of
the high and low prices of the Common Stock as reported on the New York Stock
Exchange on June 11, 2001.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information (2)
Item 2. Registrant Information and Employee Plan Annual Information(2)
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents filed by the Company with the Securities and Exchange
Commission are incorporated herein by reference:
(a) Helmerich & Payne, Inc. (the "Company") Annual Report on Form 10-K
for the fiscal year ended September 30, 2000.
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 for periods since September 30,
2000.
(c) The description of the Common Stock of the Company contained in its
Registration Statement on Form S-1 filed November 13, 1967 (effective December
21, 1967) with the Securities and Exchange Commission and the description of
Common Stock Purchase Rights contained in its Registration Statement on Form 8-A
filed on January 17, 1996, with the Securities and Exchange Commission pursuant
to Section 12 of the Securities Exchange Act of 1934.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in the Registration Statement and to
be part thereof from the date of the filing of such documents.
Item 4. Description of Securities - Not applicable.
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(2) Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with the
Note to Part I of the Form S-8 and has been or will be sent or given to
participants in the Plan as specified in Rule 428(b)(1).
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Item 5. Interests of Named Experts and Counsel
The validity of the issuance of the shares of Common Stock offered hereby will
be passed upon for the Company by Steven R. Mackey, Vice President, Secretary
and General Counsel of the Company. Mr. Mackey presently owns shares of Common
Stock of the Company.
Item 6. Indemnification of Officers and Directors
The Fourteenth Article of the Company's Restated Certificate of Incorporation
provides for the indemnification by the Company of any director, officer or
employee of the Company or any of its subsidiaries in connection with any claim,
action, suit or proceeding brought or threatened by reason of such position with
the Company or any of its subsidiaries. The stockholders of the Company on March
4, 1987, approved an amendment to the Restated Certificate of Incorporation
which (i) limited or in certain circumstances eliminated the personal liability
of a director to the Company or to its stockholders for monetary damages for
breach of fiduciary duty as a director as authorized by Section 102(b) of the
Delaware General Corporation Law, (ii) expanded the Company's indemnification of
its officers and directors as provided by Section 145 of the Delaware General
Corporation Law; provided, however, that the directors remain subject to
personal liability for breaches of the duty of loyalty, acts committed in bad
faith or intentional misconduct, the payment of an unlawful dividend or any
transaction from which the directors received an improper personal benefit, and
(iii) permitted the Company as provided in Section 145 of the Delaware General
Corporation Law to maintain insurance to protect itself and any director,
officer, employee or agent of the Company. The Company presently maintains in
effect a liability insurance policy covering officers and directors.
Item 7. Exemption From Registration Claimed - Not applicable.
Item 8. Exhibits
The following are filed as exhibits to this Registration Statement:
4.1 Restated Certificate of Incorporation and Amendment to
Restated Certificate of Incorporation of Registrant are
incorporated herein by reference to Registrant's Annual Report
filed with the Securities and Exchange Commission on Form 10-K
for the 1996 fiscal year.
4.2 Bylaws of Registrant incorporated by reference to Registrant's
Annual Report on Form 10-K filed with the Securities and
Exchange Commission for the fiscal year ended September 30,
1996.
5.1 Opinion of Steven R. Mackey as to the legality of shares of
Common Stock being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Steven R. Mackey (contained in his opinion filed as
Exhibit 5.1.)
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99.1 Helmerich & Payne, Inc. 2000 Stock Incentive Plan incorporated
by reference to Exhibit "A" of Registrant's Proxy Statement
dated January 26, 2001.
99.2 Forms of Stock Option Agreement entitled (i) Restricted Stock
Award Agreement, (ii) Incentive Stock Option Agreement, and
(iii) Nonqualified Stock Option Agreement.
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;
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;
(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;
(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) 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 Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference 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
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(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
provisions described in Item 6, 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 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 of 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 Tulsa, State of Oklahoma, on this 15th day of June,
2001.
HELMERICH & PAYNE, INC.
By: /s/ HANS HELMERICH
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HANS HELMERICH
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
SIGNATURE TITLE DATE
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/s/ W. H. HELMERICH III Director June 15, 2001
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W. H. HELMERICH, III
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/s/ HANS HELMERICH Director, President and June 15, 2001
---------------------------------- Chief Executive Officer --------------------------------------------
HANS HELMERICH
/s/ GEORGE S. DOTSON Director, Vice President June 15, 2001
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GEORGE S. DOTSON
/s/ WILLIAM L. ARMSTRONG Director June 15, 2001
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WILLIAM L. ARMSTRONG
/s/ GLENN A. COX Director June 15, 2001
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GLENN A. COX
/s/ GEORGE A. SCHAEFER Director June 15, 2001
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GEORGE A. SCHAEFER
/s/ L.F. ROONEY, III Director June 15, 2001
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L.F. ROONEY, III
/s/ JOHN D. ZEGLIS Director June 15, 2001
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JOHN D. ZEGLIS
/s/ EDWARD B. RUST, JR. Director June 15, 2001
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EDWARD B. RUST, JR.
/s/ DOUGLAS E. FEARS Vice President, Finance June 15, 2001
---------------------------------- (Principal Financial Officer) --------------------------------------------
DOUGLAS E. FEARS
/s/ GORDON HELM Controller June 15, 2001
---------------------------------- (Principal Accounting Officer) --------------------------------------------
GORDON HELM
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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4.1 Restated Certificate of Incorporation and Amendment to
Restated Certificate of Incorporation of Registrant are
incorporated herein by reference to Registrant's Annual Report
filed with the Securities and Exchange Commission on Form 10-K
for the 1996 fiscal year.
4.2 Bylaws of Registrant incorporated by reference to Registrant's
Annual Report on Form 10-K filed with the Securities and
Exchange Commission for the fiscal year ended September 30,
1996.
5.1 Opinion of Steven R. Mackey as to the legality of shares of
Common Stock being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Steven R. Mackey (contained in his opinion filed as
Exhibit 5.1.)
99.1 Helmerich & Payne, Inc. 2000 Stock Incentive Plan incorporated
by reference to Exhibit "A" of Registrant's Proxy Statement
dated January 26, 2001.
99.2 Forms of Stock Option Agreement entitled (i) Restricted Stock
Award Agreement, (ii) Incentive Stock Option Agreement, and
(iii) Nonqualified Stock Option Agreement.