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As filed with the Securities and Exchange Commission on August 17, 2001
REGISTRATION NO. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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UNIVERSAL COMPRESSION HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3989167
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4440 BRITTMOORE ROAD
HOUSTON, TEXAS 77041
(Address of principal executive offices)
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UNIVERSAL COMPRESSION HOLDINGS, INC. EMPLOYEE STOCK PURCHASE PLAN
UNIVERSAL COMPRESSION HOLDINGS, INC. RESTRICTED STOCK PLAN
FOR EXECUTIVE OFFICERS
UNIVERSAL COMPRESSION HOLDINGS, INC. DIRECTORS' STOCK PLAN
(Full title of the plan)
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STEPHEN A. SNIDER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
UNIVERSAL COMPRESSION HOLDINGS, INC.
4440 BRITTMOORE ROAD
HOUSTON, TEXAS 77041
(Name and address of agent for service)
(713) 335-7000
(Telephone number, including area code, of agent for service)
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Copies to:
MARK L. CARLTON
SENIOR VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
UNIVERSAL COMPRESSION HOLDINGS, INC.
4440 BRITTMOORE ROAD
HOUSTON, TEXAS 77041
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
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Common Stock, par value $.01 per share................ 250,000 shares $26.98 $ 6,745,000 $1,686
To be issued under the Employee Stock Purchase Plan
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Common Stock, par value $.01 per share................ 350,000 shares $26.98 $ 9,443,000 $2,361
To be issued under the Restricted Stock Plan for
Executive Officers
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Common Stock, par value $.01 per share................ 15,000 shares $26.98 $ 404,700 $ 101
To be issued under the Directors' Stock Plan
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TOTAL 615,000 shares $16,592,700 $4,148
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(1) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(h) of the Securities Act of 1933, as amended (the "Securities
Act"), on the basis of the high and low prices reported in the New York
Stock Exchange National Market on August 10, 2001.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement covers shares of common stock, par value $.01
per share, of Universal Compression Holdings, Inc. (the "Common Stock") that
have been authorized for issuance pursuant to the Universal Compression
Holdings, Inc. Employee Stock Purchase Plan, Universal Compression Holdings,
Inc. Restricted Stock Plan for Executive Officers and Universal Compression
Holdings, Inc. Directors' Stock Plan.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been previously filed by Universal Compression
Holdings, Inc. (the "Company" or the "Registrant") with the Securities and
Exchange Commission (the "Commission") and are hereby incorporated by reference
into this Registration Statement as of the dates indicated as filed with the
Commission:
(a) Annual Report on Form 10-K for the fiscal year ended March 31, 2001.
(b) Quarterly Report on Form 10-Q for the quarter ended June 30, 2001.
(c) Current Report on Form 8-K dated July 23, 2001.
(d) The description of the Common Stock, included in the Company's
Registration Statement on Form 8-A dated April 20, 2000, as amended on
May 15, 2000.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
subsequent to the date of this Registration Statement and prior to the filing of
a post-effective amendment to this Registration Statement that indicates that
all securities offered hereunder have been sold or that deregisters all such
securities then remaining unsold shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the date of the
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 herein or in any other subsequently filed
document that 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.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Common Stock covered by this Registration
Statement has been passed upon for the Company by Mark L. Carlton, Senior Vice
President and General Counsel of the Company. As of the date of this
Registration Statement, Mr. Carlton has been awarded 10,000 restricted shares of
Common Stock of the Company
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and options to purchase 60,000 shares of Common Stock, which restricted shares
and options to purchase Common Stock are not yet vested.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
permits a corporation, in its certificate of incorporation, to limit or
eliminate, subject to certain statutory limitations, the liability of directors
to the corporation or its stockholders for monetary damages for breaches of
fiduciary duty, except for liability (a) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (b) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (c) under Section 174 of the DGCL, or (d) for any transaction from which
the director derived an improper personal benefit. The registrant's Restated
Certificate of Incorporation provides that the personal liability of directors
of the registrant is eliminated to the fullest extent permitted by Section
102(b)(7) of the DGCL.
Under Section 145 of the DGCL, a corporation has the power to indemnify
directors and officers under certain prescribed circumstances and subject to
certain limitations against certain costs and expenses, including attorneys'
fees actually and reasonably incurred in connection with any action, suit or
proceeding, whether civil, criminal, administrative or investigative, to which
any of them is a party by reason of being a director or officer of the
corporation if it is determined that the director or officer acted in accordance
with the applicable standard of conduct set forth in such statutory provisions.
The registrant's Bylaws provide that the registrant will 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 by reason of the fact that he is
or was a director or officer of the registrant, or is or was serving at the
request of the registrant as a director, officer, employee or agent of another
entity, against certain liabilities, costs and expenses. The Bylaws further
permit the registrant to maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of the registrant, or is or was
serving at the request of the registrant as a director, officer, employee or
agent of another entity, against any liability asserted against such person and
incurred by such person in any such capacity or arising out of his status as
such, whether or not the registrant would have the power to indemnify such
person against such liability under the DGCL. The registrant currently maintains
and expects to continue maintaining directors' and officers' liability
insurance. In addition, the registrant has entered into indemnification
agreements with each of its officers and directors, as well as officers of its
operating subsidiary.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION
4.1* Universal Compression Holdings, Inc. Employee Stock Purchase
Plan.
4.2* Universal Compression Holdings, Inc. Restricted Stock Plan for
Executive Officers.
4.3* Universal Compression Holdings, Inc. Directors' Stock Plan.
5.1* Opinion of Mark L. Carlton, Esq. regarding the validity of the
securities being registered.
23.1 Consent of Mark L. Carlton, Esq. (included as part of Exhibit
5.1).
23.2* Consent of Deloitte & Touche LLP.
24 Power of attorney (set forth on the signature page contained
in this Registration Statement).
* Filed herewith.
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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;
(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; and
(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 with or furnished
to the Commission 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 purposes 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 undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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 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 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.
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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 the 16th day of August,
2001.
UNIVERSAL COMPRESSION HOLDINGS, INC.
By: /s/ STEPHEN A. SNIDER
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Stephen A. Snider
President and Chief Executive Officer
Know all men by these presents, that each person whose signature appears
below constitutes and appoints Stephen A. Snider, Ernie L. Danner and Richard
FitzGerald, and each of them, as his true and lawful attorneys-in-fact and
agents, with full power of substitution, for him and in his name, place and
stead, in any and all capacities to sign any or all amendments or post-effective
amendments to this Registration on Form S-8, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on August 16, 2001.
SIGNATURE TITLE
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/s/ STEPHEN A. SNIDER President, Chief Executive Officer and Director
----------------------------------- (Principal Executive Officer)
Stephen A. Snider
/s/ RICHARD FITZGERALD Senior Vice President and Chief Financial Officer
----------------------------------- (Principal Financial Officer and Principal Accounting Officer)
Richard FitzGerald
/s/ THOMAS C. CASE Director
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Thomas C. Case
/s/ JOHN K. CASTLE Director
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John K. Castle
/s/ ERNIE L. DANNER Executive Vice President and Director
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Ernie L. Danner
Director
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Bernard J. Duroc-Danner
/s/ URIEL E. DUTTON Director
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Uriel E. Dutton
/s/ CURTIS W. HUFF Director
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Curtis W. Huff
/s/ C. KENT MAY Director
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C. Kent May
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/s/ WILLIAM M. PRUELLAGE Director
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William M. Pruellage
/s/ EDMUND P. SEGNER, III Director
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Edmund P. Segner, III
/s/ SAMUEL URCIS Director
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Samuel Urcis
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4.1* Universal Compression Holdings, Inc. Employee Stock Purchase
Plan.
4.2* Universal Compression Holdings, Inc. Restricted Stock Plan
for Executive Officers.
4.3* Universal Compression Holdings, Inc. Directors' Stock Plan.
5.1* Opinion of Mark L. Carlton, Esq. regarding the validity of
the securities being registered.
23.1 Consent of Mark L. Carlton, Esq. (included as part of Exhibit
5.1).
23.2* Consent of Deloitte & Touche LLP.
24 Power of attorney (set forth on the signature page contained
in this Registration Statement).
* Filed herewith.
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