-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Lm0urA2PlfGXoLMqHWSg6cZNiDMPX6eaKFUhJ70Z5qZjO0s5zBr2UiBed7/KeTB8 wwChk41792SriNSIr+pKJw== 0000950123-97-009786.txt : 19971120 0000950123-97-009786.hdr.sgml : 19971120 ACCESSION NUMBER: 0000950123-97-009786 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19971119 EFFECTIVENESS DATE: 19971119 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: IRI INTERNATIONAL CORP CENTRAL INDEX KEY: 0001044979 STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [3533] IRS NUMBER: 752044681 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-40525 FILM NUMBER: 97724174 BUSINESS ADDRESS: STREET 1: FIRST INTERSTATE BANK PLAZA STREET 2: 1000 LOUISIANA STE 5900 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7136518002 MAIL ADDRESS: STREET 1: FIRST INTERSTATE BANK PLAZA STREET 2: 1000 LOUISIANA SUITE 5900 CITY: HOUSTON STATE: TX ZIP: 77002 S-8 1 IRI INTERNATIONAL CORPORATION 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 19, 1997 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ IRI INTERNATIONAL CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) 75-2044681 DELAWARE (I.R.S. EMPLOYER (STATE OF INCORPORATION) IDENTIFICATION NUMBER)
1000 LOUISIANA, SUITE 5900 HOUSTON, TEXAS 77002 (713) 651-8002 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) IRI INTERNATIONAL CORPORATION EQUITY INCENTIVE PLAN (FULL TITLE OF THE PLAN) MUNAWAR H. HIDAYATALLAH EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER 1000 LOUISIANA, SUITE 5900 HOUSTON, TEXAS 77002 (713) 651-8002 (NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, FOR AGENT OF SERVICE) ------------------------ CALCULATION OF REGISTRATION FEE
============================================================================================== PROPOSED AMOUNT OF MAXIMUM AGGREGATE REGISTRATION TITLE OF SECURITIES TO BE REGISTERED(1)(2) OFFERING PRICE FEE(3) - ---------------------------------------------------------------------------------------------- Common Stock, par value $.01 per share...................... $72,000,000 $21,818.18 ==============================================================================================
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Act"), there are also registered hereunder an indeterminate number of additional shares as may become subject to the IRI International Corporation Equity Incentive Plan as a result of the antidilution provisions contained therein. (2) In accordance with Rule 457(o) under the Act, the number of shares being registered and the proposed maximum offering price per share are not included in this table. (3) The registration fee has been computed in accordance with paragraph (h)(i) of Rule 457 under the Act, based upon the initial public offering price of shares of Common Stock offered by the Company on November 14, 1997. ================================================================================ 2 EXPLANATORY NOTE The information called for by Part I of Form S-8 is included in the description of the IRI International Corporation Equity Incentive Plan (the "Plan") to be delivered to persons eligible to participate in the Plan. Pursuant to the Note to Part I of Form S-8, this information is not being filed with or included in this Form S-8. PART II ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents, which have been filed with the Securities and Exchange Commission (the "Commission") by IRI International Corporation (the "Company"), are incorporated by reference in this Registration Statement: (a) The Company's Registration Statement on Form S-1 (Commission File No. 333-35117) filed September 8, 1997, as amended. (b) The description of the Company's common stock, par value $0.01 per share, contained in the Company's Registration Statement on Form 8-A filed November 10, 1997. In addition, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), 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 of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for all purposes of this Registration Statement to the extent that a statement contained herein or therein 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, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Company's Certificate of Incorporation provides that the personal liability of directors of the Company to the Company is eliminated to the maximum extent permitted by Delaware law. Under Delaware law, absent these provisions, directors could be held liable for gross negligence in the performance of their duty of care, but not for simple negligence. The Company's Certificate of Incorporation absolves directors of liability for negligence in the performance of their duties, including gross negligence. However, the Company's directors remain liable for breaches of their duty of loyalty to the Company and its stockholders, as well as for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law and transactions from which a director derives improper personal benefit. The Company's Certificate of Incorporation also does not absolve directors of liability under Section 174 of the Delaware General Corporation Law, which makes directors personally liable for unlawful dividends or unlawful stock repurchases or redemptions in certain circumstances and expressly sets forth a negligence standard with respect to such liability. Under Delaware law, directors, officers, employees, and other individuals may be indemnified against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation -- a "derivative action") if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard of care is applicable in the case of a derivative action, except that indemnification only extends to expenses (including attorneys' fees) incurred in connection with defense or settlement of such an action and II-1 3 Delaware law requires court approval before there can be any indemnification of expenses where the person seeking indemnification has been found liable to the Company. The Company entered into indemnification agreements with each of its directors and executive officers. These indemnification agreements provide for, among other things, (i) the indemnification by the Company of the indemnities thereunder to the extent described above and (ii) the advancement of attorneys' fees and other expenses. ITEM 8. EXHIBITS 4.1 Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1 (Registration No. 333-35117) (the "Form S-1")) 4.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.5 to the Form S-1) 5.1 Opinion of Jones, Day, Reavis & Pogue 23.1 Consent of KPMG Peat Marwick LLP 24.1 Powers of Attorney ITEM 9. UNDERTAKINGS A. The Company hereby undertakes: (1) 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; (2) That, for the purpose of determining any liability under the 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; and (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 of 1933, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (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 Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company 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 Act and will be governed by the final adjudication of such issue. II-2 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on November 19, 1997.
SIGNATURE TITLE - ------------------------------------------ --------------------------------------------- * - ------------------------------------------ Chairman of the Board Hushang Ansary and Chief Executive Officer * - ------------------------------------------ Daniel G. Moriarty Vice Chairman of the Board /s/ MUNAWAR H. HIDAYATALLAH - ------------------------------------------ Chief Financial and Accounting Officer Munawar H. Hidayatallah and Director * - ------------------------------------------ Abdallah Andrawos Secretary and Director * - ------------------------------------------ President and Chief Operating Officer Gary W. Stratulate of the IRI Division and Director * - ------------------------------------------ President and Chief Operating Officer Richard D. Higginbotham of the Bowen Tools Division and Director * - ------------------------------------------ President and Chief Operating Officer Arthur C. Teichgraeber of Cardwell International, Ltd. and Director * - ------------------------------------------ Nina Ansary Director * - ------------------------------------------ Frank C. Carlucci Director * - ------------------------------------------ Philip David Director * - ------------------------------------------ John D. Macomber Director * - ------------------------------------------ Edward L. Palmer Director * - ------------------------------------------ Stephen Solarz Director * - ------------------------------------------ Alexander B. Trowbridge Director * - ------------------------------------------ J. Robinson West Director
* Executed on behalf of such person by Munawar H. Hidayatallah, as attorney-in-fact II-3 5 INDEX TO EXHIBITS
EXHIBIT NO. EXHIBIT PAGE - ------- ------------------------------------------------------------------------- ---- 4.1 -- Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement Form S-1 (Registration No. 333-35117) (the "Form S-1") 4.2 -- Amended and Restated Bylaws (incorporated by reference to Exhibit 3.5 to the Form S-1) 5.1 -- Opinion of Jones, Day, Reavis & Pogue 23.1 -- Consent of KPMG Peat Marwick LLP 24.1 -- Powers of Attorney
EX-5.1 2 OPINION OF JONES, DAY, REAVIS & POGUE 1 EXHIBIT 5.1 JONES, DAY, REAVIS & POGUE 599 LEXINGTON AVENUE NEW YORK, NEW YORK 10022 November 19, 1997 IRI International Corporation 1000 Louisiana Suite 5900 Houston, Texas 77002 RE: Registration on Form S-8 of 4,000,000 Shares of Common Stock, par value $0.01 per share, of IRI International Corporation Ladies and Gentlemen: We have acted as counsel for IRI International Corporation, a Delaware corporation (the "Company"), in connection with the Company's Equity Incentive Plan (the "Plan"). We have examined such documents, records, and matters of law as we have deemed necessary for purposes of this opinion, and based thereupon we are of the opinion that the shares of common stock, par value $0.01 per share, of the Company that may be issued and sold pursuant to the Plan will be, when issued and sold in accordance with the Plan, duly authorized, validly issued, fully paid, and nonassessable. In rendering the foregoing opinion, we have relied as to certain factual matters upon certificates of officers of the Company and public officials, and we have not independently checked or verified the accuracy of the statements contained therein. In addition, our examination of matters of law has been limited to the General Corporation Law of the Sate of Delaware and the federal laws of the United States of America, in each case as in effect on the date hereof. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-8 filed by the Company to elect the registration under the Securities Act of 1933, as amended, of the shares issued and sold pursuant to the Plan. Very truly yours, /s/ JONES, DAY, REAVIS & POGUE Jones, Day, Reavis & Pogue EX-23.1 3 CONSENT OF KPMG PEAT MARWICK LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS The Board of Directors IRI International Corporation: We consent to the use of our reports incorporated herein by reference and to the reference to our firm under the heading "Experts" in the registration statement on Form S-8 incorporated herein by reference. Our report on the consolidated financial statements of IRI International Corporation refers to a change in 1996 in the Company's method for recognizing revenues. KPMG Peat Marwick LLP Dallas, Texas November 19, 1997 EX-24.1 4 POWERS OF ATTORNEY 1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints, Daniel G. Moriarty, Munawar H. Hidayatallah and William F. Henze II, and each of them, the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, to sign on his behalf, as a director or officer, or both, as the case may be, of IRI International Corporation, a Delaware corporation (the "Company"), a Registration Statement on Form S-8 or any other appropriate form, for the purpose of registering under the Securities Act of 1933, as amended, shares of Common Stock, par value $0.01 per share, of the Company and to sign any and all amendments and any and all post-effective amendments to such 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 each of them with or without the others, 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 or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. /s/ HUSHANG ANSARY -------------------------------------- Hushang Ansary Dated: November 13, 1997 2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints, Daniel G. Moriarty, Munawar H. Hidayatallah and William F. Henze II, and each of them, the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, to sign on his behalf, as a director or officer, or both, as the case may be, of IRI International Corporation, a Delaware corporation (the "Company"), a Registration Statement on Form S-8 or any other appropriate form, for the purpose of registering under the Securities Act of 1933, as amended, shares of Common Stock, par value $0.01 per share, of the Company and to sign any and all amendments and any and all post-effective amendments to such 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 each of them with or without the others, 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 or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. /s/ DANIEL G. MORIARTY -------------------------------------- Daniel G. Moriarty Dated: November 13, 1997 3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints, Daniel G. Moriarty and William F. Henze II, and each of them, the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, to sign on his behalf, as a director or officer, or both, as the case may be, of IRI International Corporation, a Delaware corporation (the "Company"), a Registration Statement on Form S-8 or any other appropriate form, for the purpose of registering under the Securities Act of 1933, as amended, shares of Common Stock, par value $0.01 per share, of the Company and to sign any and all amendments and any and all post-effective amendments to such 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 each of them with or without the others, 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 or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. /s/ MUNAWAR H. HIDAYATALLAH -------------------------------------- Munawar H. Hidayatallah Dated: November 13, 1997 4 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints, Daniel G. Moriarty, Munawar H. Hidayatallah and William F. Henze II, and each of them, the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, to sign on his behalf, as a director or officer, or both, as the case may be, of IRI International Corporation, a Delaware corporation (the "Company"), a Registration Statement on Form S-8 or any other appropriate form, for the purpose of registering under the Securities Act of 1933, as amended, shares of Common Stock, par value $0.01 per share, of the Company and to sign any and all amendments and any and all post-effective amendments to such 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 each of them with or without the others, 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 or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. /s/ ABDALLAH ANDRAWOS -------------------------------------- Abdallah Andrawos Dated: November 13, 1997 5 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints, Daniel G. Moriarty, Munawar H. Hidayatallah and William F. Henze II, and each of them, the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, to sign on his behalf, as a director or officer, or both, as the case may be, of IRI International Corporation, a Delaware corporation (the "Company"), a Registration Statement on Form S-8 or any other appropriate form, for the purpose of registering under the Securities Act of 1933, as amended, shares of Common Stock, par value $0.01 per share, of the Company and to sign any and all amendments and any and all post-effective amendments to such 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 each of them with or without the others, 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 or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. /s/ GARY W. STRATULATE -------------------------------------- Gary W. Stratulate Dated: November 13, 1997 6 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints, Daniel G. Moriarty, Munawar H. Hidayatallah and William F. Henze II, and each of them, the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, to sign on his behalf, as a director or officer, or both, as the case may be, of IRI International Corporation, a Delaware corporation (the "Company"), a Registration Statement on Form S-8 or any other appropriate form, for the purpose of registering under the Securities Act of 1933, as amended, shares of Common Stock, par value $0.01 per share, of the Company and to sign any and all amendments and any and all post-effective amendments to such 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 each of them with or without the others, 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 or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. /s/ RICHARD D. HIGGINBOTHAM -------------------------------------- Richard D. Higginbotham Dated: November 13, 1997 7 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints, Daniel G. Moriarty, Munawar H. Hidayatallah and William F. Henze II, and each of them, the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, to sign on his behalf, as a director or officer, or both, as the case may be, of IRI International Corporation, a Delaware corporation (the "Company"), a Registration Statement on Form S-8 or any other appropriate form, for the purpose of registering under the Securities Act of 1933, as amended, shares of Common Stock, par value $0.01 per share, of the Company and to sign any and all amendments and any and all post-effective amendments to such 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 each of them with or without the others, 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 or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. /s/ ARTHUR C. TEICHGRAEBER -------------------------------------- Arthur C. Teichgraeber Dated: November 13, 1997 8 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints, Daniel G. Moriarty, Munawar H. Hidayatallah and William F. Henze II, and each of them, the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, to sign on his behalf, as a director or officer, or both, as the case may be, of IRI International Corporation, a Delaware corporation (the "Company"), a Registration Statement on Form S-8 or any other appropriate form, for the purpose of registering under the Securities Act of 1933, as amended, shares of Common Stock, par value $0.01 per share, of the Company and to sign any and all amendments and any and all post-effective amendments to such 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 each of them with or without the others, 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 or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. /s/ FRANK C. CARLUCCI -------------------------------------- Frank C. Carlucci Dated: November 13, 1997 9 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints, Daniel G. Moriarty, Munawar H. Hidayatallah and William F. Henze II, and each of them, the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, to sign on his behalf, as a director or officer, or both, as the case may be, of IRI International Corporation, a Delaware corporation (the "Company"), a Registration Statement on Form S-8 or any other appropriate form, for the purpose of registering under the Securities Act of 1933, as amended, shares of Common Stock, par value $0.01 per share, of the Company and to sign any and all amendments and any and all post-effective amendments to such 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 each of them with or without the others, 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 or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. /s/ PHILIP DAVID -------------------------------------- Philip David Dated: November 13, 1997 10 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints, Daniel G. Moriarty, Munawar H. Hidayatallah and William F. Henze II, and each of them, the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, to sign on his behalf, as a director or officer, or both, as the case may be, of IRI International Corporation, a Delaware corporation (the "Company"), a Registration Statement on Form S-8 or any other appropriate form, for the purpose of registering under the Securities Act of 1933, as amended, shares of Common Stock, par value $0.01 per share, of the Company and to sign any and all amendments and any and all post-effective amendments to such 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 each of them with or without the others, 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 or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. /s/ JOHN D. MACOMBER -------------------------------------- John D. Macomber Dated: November 13, 1997 11 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints, Daniel G. Moriarty, Munawar H. Hidayatallah and William F. Henze II, and each of them, the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, to sign on his behalf, as a director or officer, or both, as the case may be, of IRI International Corporation, a Delaware corporation (the "Company"), a Registration Statement on Form S-8 or any other appropriate form, for the purpose of registering under the Securities Act of 1933, as amended, shares of Common Stock, par value $0.01 per share, of the Company and to sign any and all amendments and any and all post-effective amendments to such 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 each of them with or without the others, 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 or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. /s/ STEPHEN SOLARZ -------------------------------------- Stephen Solarz Dated: November 13, 1997 12 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints, Daniel G. Moriarty, Munawar H. Hidayatallah and William F. Henze II, and each of them, the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, to sign on his behalf, as a director or officer, or both, as the case may be, of IRI International Corporation, a Delaware corporation (the "Company"), a Registration Statement on Form S-8 or any other appropriate form, for the purpose of registering under the Securities Act of 1933, as amended, shares of Common Stock, par value $0.01 per share, of the Company and to sign any and all amendments and any and all post-effective amendments to such 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 each of them with or without the others, 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 or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. /s/ ALEXANDER B. TROWBRIDGE -------------------------------------- Alexander B. Trowbridge Dated: November 13, 1997 13 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints, Daniel G. Moriarty, Munawar H. Hidayatallah and William F. Henze II, and each of them, the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, to sign on his behalf, as a director or officer, or both, as the case may be, of IRI International Corporation, a Delaware corporation (the "Company"), a Registration Statement on Form S-8 or any other appropriate form, for the purpose of registering under the Securities Act of 1933, as amended, shares of Common Stock, par value $0.01 per share, of the Company and to sign any and all amendments and any and all post-effective amendments to such 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 each of them with or without the others, 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 or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. /s/ J. ROBINSON WEST -------------------------------------- J. Robinson West Dated: November 13, 1997 14 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints, Daniel G. Moriarty, Munawar H. Hidayatallah and William F. Henze II, and each of them, the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, to sign on his behalf, as a director or officer, or both, as the case may be, of IRI International Corporation, a Delaware corporation (the "Company"), a Registration Statement on Form S-8 or any other appropriate form, for the purpose of registering under the Securities Act of 1933, as amended, shares of Common Stock, par value $0.01 per share, of the Company and to sign any and all amendments and any and all post-effective amendments to such 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 each of them with or without the others, 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 or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. /s/ EDWARD L. PALMER -------------------------------------- Edward L. Palmer Dated: November 13, 1997 15 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints, Daniel G. Moriarty, Munawar H. Hidayatallah and William F. Henze II, and each of them, the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, to sign on his behalf, as a director or officer, or both, as the case may be, of IRI International Corporation, a Delaware corporation (the "Company"), a Registration Statement on Form S-8 or any other appropriate form, for the purpose of registering under the Securities Act of 1933, as amended, shares of Common Stock, par value $0.01 per share, of the Company and to sign any and all amendments and any and all post-effective amendments to such 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 each of them with or without the others, 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 or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. /s/ NINA ANSARY -------------------------------------- Nina Ansary Dated: November 13, 1997 -----END PRIVACY-ENHANCED MESSAGE-----