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As filed with the Securities and Exchange Commission on February 8, 1994.
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BAKER HUGHES INCORPORATED
(Exact name of issuer as specified in its charter)
DELAWARE 76-0207995
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3900 Essex Lane
Houston, Texas 77027
(Address, including zip code of Principal Executive Offices)
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Baker Hughes Incorporated 1993 Stock Option Plan
Baker Hughes Incorporated 1993 Employee Stock Bonus Plan
(Full title of the plans)
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Franklin Myers
Baker Hughes Incorporated
3900 Essex Lane
Houston, Texas 77027
(Name and address of agent for service)
(713) 439-8600
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum Amount
Securities Amount Offering Aggregate of
to be to be Price per Offering Registration
Registered Registered(1) Share(2) Price(2) Fee
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Common Stock, $20.475 $159,705,000 $49,908
$1.00 par value 7,800,000
per share Shares
(1) Includes 6,500,000 shares pursuant to the Baker Hughes Incorporated 1993
Stock Option Plan and 1,300,000 shares pursuant to the Baker Hughes
Incorporated 1993 Employee Stock Bonus Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and Rule 457(h).
Part II
Item 3. Incorporation of Certain Documents by Reference.
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The Company hereby incorporates into this Registration
Statement, by reference, the following documents which have been
filed with the Securities and Exchange Commission (the
"Commission"):
(i) The Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1993.
(ii) The description of the Common Stock contained in the
Company's Registration Statement No. 33-61304 on Form S-3
filed with the Commission on April 21, 1993.
All documents filed by the Company pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the effective date of
this Registration Statement, prior to the filing of a post-
effective amendment to this Registration Statement indicating that
all securities offered hereby have been sold or deregistering all
securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be part hereof from the
date of filing of 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 or superseded for
purposes of this Registration Statement to the extent that a
statement contained in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed to constitute a part of
this Registration Statement, except as so modified or superseded.
Item 4. Description of Securities
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Certain legal matters with respect to the Common Stock offered
hereby will be passed upon for the Company by Franklin Myers, Vice
President and General Counsel of the Company, Houston, Texas. Mr.
Myers beneficially owns approximately 12,761 shares of Common Stock
and also has options to purchase and debentures convertible into an
aggregate of 60,662 additional shares of Common Stock, of which
41,522 are currently exercisable or convertible.
Item 6. Indemnification of Directors and Officers
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The Company's Restated Certificate of Incorporation contains
a provision that eliminates the personal liability of a director to
the Company and its stockholders for monetary damages for breach of
his fiduciary duty as a director to the extent currently allowed
under the Delaware General Corporation Law. If a director were to
breach such duty in performing his duties as a director, neither
the Company nor its stockholders could recover monetary damages
from the director, and the only course of action available to the
Company's stockholders would be equitable remedies, such as an
action to enjoin or rescind a transaction involving a breach of
fiduciary duty. To the extent certain claims against directors are
limited to equitable remedies, the provision in the Company's
Restated Certificate of Incorporation may reduce the likelihood of
derivative litigation and may discourage stockholders or management
from initiating litigation against directors for breach of their
fiduciary duty. Additionally, equitable remedies may not be
effective in many situations. If a stockholder's only remedy is to
enjoin the completion of the Board of Directors' action, this
remedy would be ineffective if the stockholder does not become
aware of a transaction or event until after it has been completed.
In such a situation, it is possible that the stockholders and the
Company would have no effective remedy against the directors.
Under the Company's Restated Certificate of Incorporation,
liability for monetary damages remains for (i) any breach of the
duty of loyalty to the Company or its stockholders, (ii) acts or
omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) payment of an improper
dividend or improper repurchase of the Company's stock under
Section 174 of the Delaware General Corporation Law, or (iv) any
transaction from which the director derived an improper personal
benefit. The Company's Restated Certificate of Incorporation
further provides that in the event the Delaware General Corporation
Law is amended to allow the further elimination or limitation of
the liability of directors, then the liability of the Company's
directors shall be limited or eliminated to the fullest extent
permitted by the amended Delaware General Corporation Law.
Under Article III of the Company's Bylaws as currently in
effect and an indemnification agreement with the Company's officers
and directors (the "Indemnification Agreement"), each person who is
or was a director or officer of the Company or a subsidiary of the
Company, or who serves or served any other enterprise or
organization at the request of the Company or a subsidiary of the
Company, shall be indemnified by the Company to the full extent
permitted by the Delaware General Corporation Law.
Under such law, to the extent that such person is successful
on the merits in defense of a suit or proceeding brought against
him by reason of the fact that he is or was a director or officer
of the Company, or serves or served any other enterprise or
organization at the request of the Company, he shall be indemnified
against expenses (including attorneys' fees) actually and
reasonably incurred in connection with such action.
Under such law, if unsuccessful in defense of a third-party
civil suit or a criminal suit, or if such suit is settled, such a
person shall be indemnified against both (i) expenses, including
attorneys' fees, and (ii) judgments, fines and amounts paid in
settlement 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
Company, and, with respect to any criminal action, had no
reasonable cause to believe his conduct was unlawful.
If unsuccessful in defense of a suit brought by or in the
right of the Company, where such suit is settled, such a person
shall be indemnified under such law only against expenses
(including attorneys' fees) actually and reasonably incurred in the
defense or settlement of such 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 Company, except that if such person is
adjudged to be liable in such a suit for negligence or misconduct
in the performance of his duty to the Company, he cannot be made
whole even for expenses unless the court determines that he is
fairly and reasonably entitled to indemnity for such expenses.
The Indemnification Agreement provides directors and officers
with specific contractual assurance that indemnification and
advancement of expenses will be available to them regardless of any
amendments to or revocation of the indemnification provisions of
the Company's Bylaws. The Indemnification Agreement provides for
indemnification of directors and officers against both stockholder
derivative claims and third-party claims. Sections 145(a) and
145(b) of the Delaware General Corporation Law, which grant
corporations the power to indemnify directors and officers,
specifically authorize lesser indemnification in connection with
derivative claims than in connection with third-party claims. The
distinction is that Section 145(a), concerning third-party claims,
authorizes expenses and judgments and amounts paid in settlement
(as is provided in the Indemnification Agreement), but Section
145(b), concerning derivative suits, generally authorizes only
indemnification of expenses. However, Section 145(f) expressly
provides that the indemnification and advancement of expenses
provided by or granted pursuant to the subsections of Section 145
shall not be exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under
any agreement. No Delaware case directly answers the question
whether Delaware's public policy would support this aspect of the
Indemnification Agreement under the authority of Section 145(f), or
would cause its invalidation because it does not conform to the
distinctions contained in Sections 145(a) and 145(b).
Pursuant to the Indemnification Agreement, the Company has
agreed to provide, at all times during the two-year period
following a "change in control" (as defined in the Indemnification
Agreement) of the Company, irrevocable letters of credit in an
aggregate amount not less than $25,000,000 for the benefit of the
officers and directors of the Company to secure the Company's
obligations under the Indemnification Agreement.
Delaware corporations also are authorized to obtain insurance
to protect officers and directors from certain liabilities,
including liabilities against which the corporation cannot
indemnify its directors and officers. The Company currently has in
effect a directors' and officers' liability insurance policy
providing aggregate coverage in the amount of $60,000,000.
Item 7. Exemption from Registration Claimed
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Not applicable.
Item 8. Exhibits
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4.1 Rights of Holders of the Company's Long-Term Debt. The
Company has no long-term debt instrument with regard to which
the securities authorized thereunder equal or exceed 10% of
the total assets of the Company and its subsidiaries on a
consolidated basis. The Company agrees to furnish a copy of
its long-term debt instruments to the Commission upon request.
4.2 Stockholder Rights Agreement dated as of March 23, 1988,
between Baker Hughes Incorporated and Morgan Shareholder
Services Trust Company, as Rights Agent (filed as Exhibit 4.2
to Annual Report of Baker Hughes Incorporated on Form 10-K for
the year ended September 30, 1993 and incorporated herein by
reference).
5.1 Opinion of Franklin Myers with respect to legality of
securities.
23.1 Consent of Deloitte and Touche.
23.2 Consent of Franklin Myers (contained in Exhibit 5.1).
24.1 Powers of Attorney are included on the signature page of this
Registration Statement.
Item 9. Undertakings
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(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 paragraph (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 Exchange Act 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 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.
(h) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the 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.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Franklin Myers and James D.
Woods, and each of them, each of whom may act without joinder of the
other, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all pre- and 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 attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, and each of them,
or the substitute or substitutes of any or all of them, may lawfully do
or cause to be done by virtue hereof.
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 Houston, State of
Texas, on January 26, 1994.
Baker Hughes Incorporated
By: /s/ James D. Woods
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James D. Woods
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 dates indicated:
Signature Title Date
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Chairman of the Board,
President and Chief
Executive Officer (principal
/s/ James D. Woods executive officer) January 26, 1994
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(James D. Woods)
Vice President, Chief Financial
Officer and Treasurer (principal
/s/ E. L. Mattson financial officer) January 26, 1994
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(E. L. Mattson)
Controller (chief
/s/ James E. Braun accounting officer) January 26, 1994
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(James E. Braun)
Signature Title Date
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/s/ Lester M. Alberthal, Jr. Director January 26, 1994
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Lester M. Alberthal, Jr.
/s/ Gordon M. Anderson Director January 26, 1994
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Gordon M. Anderson
/s/ Victor G. Beghini Director January 26, 1994
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Victor G. Beghini
/s/ Jack S. Blanton Director January 26, 1994
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Jack S. Blanton
Director January 26, 1994
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Richard M. Bressler
/s/ Harry M. Conger Director January 26, 1994
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Harry M. Conger
/s/ Eunice M. Filter Director January 26, 1994
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Eunice M. Filter
/s/ Joe B. Foster Director January 26, 1994
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Joe B. Foster
/s/ Kenneth L. Lay Director January 26, 1994
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Kenneth L. Lay
/s/ John F. Maher Director January 26, 1994
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John F. Maher
/s/ Donald C. Trauscht Director January 26, 1994
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Donald C. Trauscht
Exhibit 5.1
February 3, 1994
Baker Hughes Incorporated
3900 Essex Lane
Houston, Texas 77027
Gentlemen:
I am the General Counsel for Baker Hughes Incorporated, a
Delaware corporation (the "Company"), and have acted in such
capacity in connection with the registration under the Securities
Act of 1933, as amended (the "Act"), of 7,800,000 shares of the
Company's common stock, $1.00 par value (the "Common Stock"), to be
offered upon the terms and subject to the conditions set forth in
the Registration Statement on Form S-8 (the "Registration
Statement") relating thereto to be filed with the Securities and
Exchange Commission on February 8, 1994.
In connection therewith, I have examined originals or copies
certified or otherwise identified to my satisfaction of the
Restated Certificate of Incorporation of the Company, the By-laws
of the Company, the corporate proceedings with respect to the
offering of shares and such other documents and instruments as I
have deemed necessary or appropriate for the expression of the
opinions contained herein.
I have assumed the authenticity and completeness of all
records, certificates and other instruments submitted to me as
originals, the conformity to original documents of all records,
certificates and other instruments submitted to me as copies, the
authenticity and completeness of the originals of those records,
certificates and other instruments submitted to me as copies and
the correctness of all statements of fact contained in all records,
certificates and other instruments that I have examined.
Based on the foregoing, and having a regard for such legal
considerations as I have deemed relevant, I am of the opinion that:
(i) The Company has been duly organized and is validly
existing in good standing under the laws of the State of
Delaware.
(ii) The shares of Common Stock proposed to be sold by
the Company have been duly and validly authorized for
issuance and, when issued and paid for in accordance with
the terms of the Registration Statement, and subject to
the Registration Statement becoming effective under the
Act and to compliance with the applicable Blue Sky laws,
will be duly and validly issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
Franklin Myers
Vice President and General Counsel
FM/ng
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of Baker Hughes Incorporated on Form S-8 of
our reports dated November 17, 1993, appearing in and incorporated
by reference in the Annual Report on Form 10-K of Baker Hughes
Incorporated for the year ended September 30, 1993.
Deloitte & Touche
Houston, Texas
February 3, 1994