-----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, Oi1VDI/5OKsERJLBJD1+M1M8jd/U5EpWCbE2e1dFScppud2gAKcNKyTcI2u7GCj7 /f6nynVd24mAynFmi1PTfA== 0000899243-97-001326.txt : 19970722 0000899243-97-001326.hdr.sgml : 19970722 ACCESSION NUMBER: 0000899243-97-001326 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970721 EFFECTIVENESS DATE: 19970721 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEATHERFORD ENTERRA INC CENTRAL INDEX KEY: 0000029302 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 741681642 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-31707 FILM NUMBER: 97643236 BUSINESS ADDRESS: STREET 1: 1360 POST OAK BLVD STE 1000 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7134399400 MAIL ADDRESS: STREET 1: 1360 POST OAK BLVD STE 1000 CITY: HOUSTON STATE: TX ZIP: 77056 FORMER COMPANY: FORMER CONFORMED NAME: WEATHERFORD INTERNATIONAL INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: DIXEL INDUSTRIES INC DATE OF NAME CHANGE: 19750618 S-8 1 1997 NON-EMPLOYEE DIRECTOR RESTRICTED STOCK PLAN As filed with the Securities and Exchange Commission on July 21, 1997 Registration No. 33-_____________ ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------- FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ------------- WEATHERFORD ENTERRA, INC. (Exact name of registrant as specified in its charter) DELAWARE 74-1681642 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1360 POST OAK BOULEVARD, SUITE 1000 HOUSTON, TEXAS 77056 (Address of Principal Executive Offices) (Zip Code) 1997 NON-EMPLOYEE DIRECTOR RESTRICTED STOCK PLAN (Full title of the plan) H. SUZANNE THOMAS Sr. Vice President, Secretary and General Counsel Weatherford Enterra, Inc. 1360 Post Oak Boulevard, Suite 1000 Houston, Texas 77056-3098 (Name and address of agent for service) (713) 439-9400 (Telephone number, including area code, of agent for service) ---------------- CALCULATION OF REGISTRATION FEE
=========================================================================================== AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION TO BE REGISTERED REGISTERED PER SHARE PRICE FEE - ------------------------------------------------------------------------------------------- Common Stock, $.10 par value, of Weatherford 250,000 Enterra, Inc. shares (1) $ 42.34 $10,585,000 (2) $3,208 (2) ===========================================================================================
(1) There are also registered hereby such indeterminate number of shares of Common Stock as may become issuable by reason of the anti-dilution provisions of the 1997 Non-Employee Director Restricted Stock Plan. (2) Pursuant to Rule 457(h), the maximum aggregate offering price is estimated, solely for the purpose of determining the registration fee, on the basis of the average of the high and low prices of the Common Stock in the consolidated reporting system on July 15, 1997. ================================================================================ PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents, which have been filed by Weatherford Enterra, Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission (the "Commission"), are incorporated by reference into this Registration Statement: 1. Annual Report of the Company on Form 10-K for the year ended December 31, 1996, filed by the Company under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 2. Quarterly Report of the Company on Form 10-Q for the quarter ended March 31, 1997. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment hereto which indicates that all securities offered have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities. The Company is authorized by its Restated Certificate of Incorporation (the "Certificate") to issue 80,000,000 shares of Common Stock, $.10 par value, of which 52,304,445 shares were legally issued and outstanding on May 31, 1997 and 1,000,000 shares of Serial Preferred Stock, $1.00 par value. The Company held 31,050 shares of Common Stock in its treasury as of such date. The Board of Directors of the Company is authorized by the Certificate to provide for the issuance of one or more series of Serial Preferred Stock. The Board of Directors has the power to fix various terms with respect to each such series, including voting powers, designations, preferences, dividend rates, conversion and exchange provisions, redemption provisions and the amounts which holders are entitled to receive upon any liquidation, dissolution or winding up of the Company. There are currently no series of Serial Preferred Stock outstanding. All outstanding shares of Common Stock are fully paid and nonassessable. The holders of Common Stock are entitled to one vote for each share on all matters voted on by stockholders, including the election of directors, and are not permitted to cumulate their votes for the election of directors. The holders of Common Stock have no preemptive rights to subscribe for or purchase any additional securities issued by the Company. Subject to the preferential rights of the holders of the Serial Preferred Stock, if any is outstanding, the holders of Common Stock are entitled to receive any dividends which may be declared by the Board of Directors out of funds legally available therefor and II-2 to share pro rata in the net assets of the Company upon liquidation. However, dividends have not been paid on the Common Stock since December 1982 and the Company does not anticipate paying dividends on the Common Stock at any time in the foreseeable future. Certain provisions of the Certificate and By-Laws of the Company could have the effect of preventing a change in control of the Company in certain situations. These provisions generally provide for (a) the classification of the Board of Directors of the Company into three classes having staggered terms of three years each; (b) the removal of directors only for cause and with the approval of holders of at least 80% of the then outstanding voting stock entitled to vote for election of directors; (c) the filling of any vacancy on the Board of Directors by the remaining directors then in office; (d) the limitation of the number of directors to a minimum of six and a maximum of fifteen, with the exact number to be determined by the Board of Directors; (e) elimination of the stockholder written consent procedure; (f) the calling of special meetings of stockholders only by the Board of Directors; (g) the requirement that certain business combinations involving the Company and any beneficial owner of 20% or more of the outstanding voting securities of the Company be approved by holders of at least 80% of the then outstanding shares of voting stock of the Company, including those held by such beneficial owner, unless the business combination is approved by the continuing directors then in office or certain minimum price requirements are met; and (h) increasing the stockholder vote required to amend, repeal or adopt any provision in a manner inconsistent with the foregoing provisions to 80% or more of the then outstanding shares of voting stock. The transfer agent and registrar for the Common Stock is American Stock Transfer and Trust Company. Item 5. Interests of Named Experts and Counsel. The legality of the issuance of the shares of Common Stock offered hereby has been passed upon for the Company by H. Suzanne Thomas, Sr. Vice President, Secretary and General Counsel of the Company, who is not a participant in the plan covered hereby. As of May 31, 1997, Ms. Thomas owned beneficially 41,538 of Common Stock and held options to purchase an additional 42,000 shares of Common Stock, of which 28,000 options are immediately exercisable. II-3 Item 6. Indemnification of Directors and Officers. The Company's Certificate contains a provision that eliminates the personal monetary liability of a director to the Company and its stockholders for breach of his fiduciary duty of care as a director to the extent currently allowed under the Delaware General Corporation Law ("DGCL"). If a director were to breach the duty of care 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 the fiduciary duty of care. To the extent certain claims against directors are limited to equitable remedies, the provision in the Company's Certificate may reduce the likelihood of derivative litigation and may discourage stockholders or management from initiating litigation against directors for breach of their duty of care. 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. The directors do not have liability for monetary damages for grossly negligent business decisions (in violation of their duty of care), including decisions made in connection with attempts to acquire the Company. 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 DGCL or (iv) any transaction from which the director derived an improper personal benefit. The Company's Certificate further provides that in the event DGCL 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 to the fullest extent permitted by the amended DGCL. The DGCL permits a corporation to indemnify certain persons, including officers and directors, who were or are (or are threatened to be made) parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in right of the corporation) by reason of their being officers or directors of the corporation. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him, provided the officer or director acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation's best interests and, in the case of criminal proceedings, provided he had no reasonable cause to believe that his conduct was unlawful. The By-Laws of the Company provide indemnification to the fullest extent allowed pursuant to the foregoing provisions of the DGCL. The DGCL further permits a corporation to indemnify certain persons, including officers and directors, who were or are (or are threatened to be made) parties to any threatened, pending or completed action, suit or proceeding by or in the right of the corporation to procure a judgment in its favor by reason of their being officers or directors of the corporation. The indemnity may include expenses (including attorneys' fees) actually and reasonably incurred by him, provided the officer or director acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation's best interests. However, no such person will be indemnified as to matters for which he is found to be liable for negligence or misconduct in the performance of his duty to the corporation II-4 unless, and only to the extent that, indemnification is ordered by a court. The By-Laws of the Company provide indemnification to the fullest extent allowed pursuant to the foregoing provisions of the DGCL. The Company also has entered, or will enter, into an indemnification agreement with each of its directors and certain of its officers. Each such indemnification agreement provides for indemnification to the fullest extent permitted by Delaware law and for the advancement of expenses, including attorneys' fees and other costs, expenses and obligations, paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal) any threatened, pending or completed action, suit or proceeding related to the fact that such director was serving for or at the request of the Company. To the extent that the Board of Directors or the stockholders of the Company may in the future wish to limit or repeal the ability of the Company to indemnify or advance expenses to officers and directors, such repeal or limitation may not be effective as to officers and directors who are parties to an indemnification agreement, since their rights to full protection are contractually assured by 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 $40,000,000. All of the foregoing indemnification provisions provide that such provisions are not to be deemed exclusive of any other right to indemnity to which a director or officer may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise. The 1997 Non-Employee Director Restricted Stock Plan requires the Company to indemnify members of the committee charged with administering the Plan (the "Committee") and the Board of Directors against expenses incurred as a result of any action, suit or proceeding in which he may be involved by reason of his being or having been a member of the Committee or the Board of Directors, except to the extent the expenses are incurred in respect of matters as to which he shall have been adjudged guilty of gross negligence or willful misconduct or in which any settlement is effected in an amount that exceeds that approved by the Company on advice of counsel. Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, or otherwise, the Company has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. Item 8. Exhibits. The following is a list of all Exhibits filed with this Registration Statement: II-5 Exhibit No. - ----------- 4.1 -- Corrected Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995 (File No. 1-7867)). 4.2 -- Amended and Restated By-Laws of the Company, as amended December 12, 1996 (incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (File No. 1-7867)). 4.3 -- 1997 Non-Employee Director Restricted Stock Plan. 5.1 -- Opinion of H. Suzanne Thomas, General Counsel of the Company. 23.1 -- Consent of Arthur Andersen LLP. 23.2 -- Consent of H. Suzanne Thomas, General Counsel of the Company (contained in Exhibit 5.1 hereto). Item 9. Undertakings. The undersigned registrant hereby undertakes to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement 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. The undersigned registrant hereby undertakes (i) that, for the purpose of determining any liability under the 1933 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 (ii) 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. 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 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. 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 1933 Act and is, therefore, unenforceable. II-6 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 1933 Act and will be governed by the final adjudication of such issue. II-7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Weatherford Enterra, Inc. 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 July 21, 1997. WEATHERFORD ENTERRA, INC. By: /s/ Thomas R. Bates, Jr. ------------------------------- Thomas R. Bates, Jr. (President and Chief Executive Officer) 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 the date indicated. POWER OF ATTORNEY Each person whose signature appears below appoints Thomas R. Bates, Jr. and H. Suzanne Thomas, and both of them, either of whom may act without the joinder of the other, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, 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 all 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 their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Signature Title Date --------- ----- ---- President, Chief Executive /s/ Thomas R. Bates, Jr. Officer and Director July 21, 1997 - ---------------------------------------- (Principal Executive Officer) (Thomas R. Bates, Jr.) Senior Vice President, Chief Financial /s/ Norman W. Nolen Officer and Treasurer July 21, 1997 - ---------------------------------------- (Principal Financial and (Norman W. Nolen) Accounting Officer)
II-8
Signature Title Date --------- ----- ---- /s/ Philip Burguieres Chairman and Director July 21, 1997 - ---------------------------------------- (Philip Burguieres) /s/ Thomas N. Amonett Director July 21, 1997 - ---------------------------------------- (Thomas N. Amonett) Director - ---------------------------------------- (Thomas J. Edelman) /s/ William E. Greehey Director July 21, 1997 - ---------------------------------------- (William E. Greehey) Director - ---------------------------------------- (John A. Hill) /s/ John W. Johnson Director July 21, 1997 - ---------------------------------------- (John W. Johnson) /s/ William E. Macaulay Director July 21, 1997 - ---------------------------------------- (William E. Macaulay) /s/ Robert K. Moses, Jr. Director July 21, 1997 - ---------------------------------------- (Robert K. Moses, Jr.) /s/ Roger M. Widmann Director July 21, 1997 - ---------------------------------------- (Roger M. Widmann)
II-9 INDEX TO EXHIBITS Exhibit Number Description - -------------- ----------- 4.1 -- Corrected Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995 (File No. 1-7867)). 4.2 -- Amended and Restated By-Laws of the Company, as amended December 12, 1996 (incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (File No. 1-7867)). 4.3 -- 1997 Non-Employee Director Restricted Stock Plan. 5.1 -- Opinion of H. Suzanne Thomas, General Counsel of the Company. 23.1 -- Consent of Arthur Andersen LLP. 23.2 -- Consent of H. Suzanne Thomas, General Counsel of the Company (contained in Exhibit 5.1 hereto). EX-4.3 2 EXHIBIT 4.3 EXHIBIT 4.3 WEATHERFORD ENTERRA, INC. 1997 NON-EMPLOYEE DIRECTORS RESTRICTED STOCK PLAN MAY 15, 1997 1. PURPOSE OF PLAN. The purpose of this plan is to supplement the compensation paid to Outside Directors, to increase their proprietary interest in the Company, to attract and retain persons with outstanding qualifications to serve as Directors of the Company and to enhance their identification with the interests of the Company's stockholders, by grants of Common Stock. 2. DEFINITIONS. (a) "Board" shall mean the Board of Directors of the Company. (b) "Committee" shall mean the Compensation and Stock Plans Committee of the Board. (c) "Common Stock" shall mean the Common Stock, $.10 par value per share, of the Company. (d) "Company" shall mean Weatherford Enterra, Inc., a Delaware corporation. (e) "Effective Date" shall mean May 15, 1997, after approval of the Plan by a majority of the holders of the shares of the Common Stock, notwithstanding the approval of the Plan by the Board of Directors on March 11, 1997. (f) "Employee Director" shall mean a member of the Board who is a full-time employee of the Company or any Subsidiary of the Company. (g) "Fair Market Value" shall mean the average of the high and low sales prices per share (as reported on the New York Stock Exchange on the relevant measuring date, or if there were no sales on the New York Stock Exchange on that date, then as of the next following date on which there were sales). (h) "Grant Date" shall mean the date on which Restricted Shares are awarded to a Non-employee Director pursuant to paragraph 5 of the Plan. -1- (i) "Non-employee Director" shall mean a member of the Board who is not a full-time employee of the Company or any Subsidiary of the Company. (j) "Plan" shall mean the Weatherford Enterra, Inc. 1997 Non-Employee Director Restricted Stock Plan. (k) "Restricted Period" shall mean the period of time, as specified in paragraph 7 of the Plan, applicable to Restricted Shares granted under the Plan. (l) "Restricted Shares" shall mean shares of Common Stock automatically granted to a Non-employee Director pursuant to paragraph 5 of the Plan to which the Restricted Period still applies. (m) "Restricted Shares Agreement" shall mean the agreement described in paragraph 14 of the Plan. (n) "Retained Distributions" shall mean the distributions which are retained by the Company pursuant to subparagraph 7(f)(ii) of the Plan. (o) "Retirement" shall mean retirement from the Board in accordance with the policy then in effect as respects Non-employee Directors. (p) "Subsidiary of the Company" shall mean any corporation, partnership or other entity in which the Company owns, directory or indirectly, a controlling interest. 3. SHARES SUBJECT TO THE PLAN. (a) Subject to the provisions of paragraph 9 below, the maximum aggregate number of Restricted Shares which may be granted under the Plan shall be 250,000; provided, however, that any Restricted Shares granted under the Plan which are forfeited by the terms of the Plan shall be deemed not to have been issued for the purpose of this paragraph 3 and shall again become available for grant while the Plan is in effect. (b) Restricted Shares may be, in whole or in part, authorized but unissued shares of Common Stock or shares of Common Stock previously issued and outstanding and reacquired by the Company. (c) The Company shall have no obligation to register Restricted Shares with the Securities and Exchange Commission, either prior to or after same are granted to a Non-employee Director. -2- 4. ELIGIBILITY. The only persons eligible to participate in the Plan shall be Non-employee Directors. An Employee Director who retires from employment with the Company or any of its Subsidiaries shall become eligible to participate in this Plan and shall be entitled to receive a grant of Restricted Stock upon the commencement of his or her services as a Non-employee Director. 5. AUTOMATIC GRANTS. (a) The first Grant Date shall be the Effective Date of the Plan, as to each Non-employee Director then serving on the Board. Thereafter, the first Grant Date shall be the date on which a Non-employee Director is first elected or appointed to serve as a member of the Board. (b) Each person who is a Non-employee Director on the Effective Date automatically shall be granted that number of Restricted Shares which is determined by dividing $45,000 by the Fair Market Value of a share of Common Stock on the Effective Date. (c) Each person who is elected or appointed a Non-employee Director after the Effective Date (or who is eligible for an additional grant of Restricted Shares pursuant to paragraph 5(d) below) automatically shall be granted on the date so elected or appointed that number of Restricted Shares determined by dividing $45,000 by the Fair Market Value of a share of Common Stock on such Grant Date. (d) Each Non-employee Director who has previously received a grant of Restricted Shares under the Plan and who is reelected for another term as a Non-employee Director at, or whose term of office otherwise continues following the date of, any annual meeting of stockholders on which all such Restricted Shares have become fully vested pursuant to paragraph 7 shall thereupon receive an additional grant of Restricted Shares in accordance with paragraph 5(c) above. (e) The value of any Restricted Shares granted pursuant to paragraphs 5(c) or 5(d) shall be adjusted for grants made in years after 1997 as follows: the dollar amount of each grant during any calendar year after 1997 will be adjusted using the prior year's applicable grant amount as a base amount and adjusting such preceding year's amount for projected inflation by multiplying such base amount by a fraction in which the numerator is the annual average Consumer Price Index - U ("CPI-U") in the Survey of Current Business -3- published by the U.S. Department of Commerce, Bureau of Economic Analysis, for such preceding year and the denominator is the CPI-U for the second immediately preceding year. (f) The Corporate Secretary of the Company shall promptly cause the Company to enter into an agreement (the "Restricted Share Agreement") with each Non-employee Director who is granted Restricted Shares and shall cause the Company to issue such Restricted Shares, all without any further action required to be taken by the Board, the Committee or any other committee of the Board. (g) The Company shall not be required to issue fractional Restricted Shares. In lieu thereof, any fractional Restricted Share shall be rounded to the next higher whole number. 6. ADMINISTRATION OF THE PLAN. (a) The Plan shall be administered by the Committee, subject to the restrictions set forth in the Plan. If the Committee is not composed solely of two or more "Non-employee Directors" (as defined in Rule 16b-3 of the Securities Exchange Act of 1934 (the "Exchange Act")) of the Company, then such additional or different persons shall be appointed by the Board of Directors to act for purposes of administering the Plan so that the Committee administering the Plan shall be composed solely of two or more "Non-employee Directors". (b) The Committee shall have full power, discretion and authority to interpret and administer the Plan, except that the Committee shall have no power to determine the eligibility for awards or number of shares of Common Stock or timing or value of awards to be granted pursuant to this Plan. The Committee's interpretations and actions, except as otherwise determined by the Board of Directors, shall be final, conclusive and binding on all persons for all purposes. 7. RESTRICTION PERIOD; RESTRICTIONS APPLICABLE TO RESTRICTED SHARES; CERTIFICATES REPRESENTING RESTRICTED SHARES. (a) All Restricted Shares granted pursuant to the Plan shall be subject to the risk of forfeiture. The Restricted Period for each grant of Restricted Shares shall commence as of the Grant Date. -4- (b) Except as otherwise provided herein, the Restricted Period shall end and all Restricted Shares (and related Retained Distributions) shall become nonforfeitable in three equal installments over a three-year period after the Grant Date, commencing one year after the Grant Date, with respect to Shares having a Fair Market Value on the Grant Date of $15,000 (such amount to be subject to adjustment in the same manner as set forth in paragraph 5(e) above). (c) Notwithstanding the provisions of subparagraph 7(b) but subject to the provisions of subparagraph 7(h), the Restricted Period for any grant shall end and all Restricted Shares and related Retained Distributions shall become nonforfeitable on the earlier of any of the following events: (i) the date a Non-employee Director ceases to be a Director of the Company by reason of Retirement; (ii) the date a Non-employee Director completes his or her tenure as a Director of the Company as provided in the Bylaws of the Company and declines to stand for reelection; (iii) the date a Non-employee Director, having been nominated for and agreed to stand for reelection, is not reelected by the stockholders of the Company to serve as a member of the Board; (iv) the date of the death of a Non-employee Director; (v) the date a Non-employee Director certifies in writing to the Company that he or she is resigning as a member of the Board due to medical or health reasons which render such Non-employee Director unable to continue to serve as a member of the Board; or (vi) the occurrence of a Change of Control of the Company; provided, however, that in the discretion of the Committee, on a case- by-case basis, the Restricted Period applicable to all Restricted Shares granted to a Non-employee Director shall end and be deemed completed for all purposes of the Plan in the event a Non-employee Director (a "withdrawing Non-employee Director") terminates his or her service as a member of the Board (A) for reasons of personal or financial hardship; (B) to serve in any governmental, diplomatic or any other public service position or capacity; (C) to avoid or protect against a conflict of interest of any kind; (D) on the advice of legal counsel; or (E) for any other extraordinary circumstance that the Board determines to be comparable to the foregoing. The withdrawing Non- -5- employee Director shall abstain from participating in any determination made by the Committee with respect to any matter relating to the foregoing. (d) Restricted Shares, when issued, will be represented by a stock certificate or certificates registered in the name of the Non-employee Director to whom such Restricted Shares shall have been granted. Each certificate issued pursuant hereto shall bear any legend which counsel for the Company considers necessary or advisable to comply with the Securities Act of 1933 (the "Securities Act"). (e) Each certificate shall be deposited by the Non-employee Director with the Company's Corporate Secretary, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all of any portion of the Restricted Shares and any securities constituting Retained Distributions that shall be forfeited or that shall not become nonforfeitable in accordance with the Plan. (f) Restricted Shares shall constitute issued and outstanding shares of Common Stock for all corporate purposes. The Non-employee Director will have the right to vote such Restricted Shares, to receive and retain all regular cash dividends paid on such Restricted Shares and exercise all other rights, powers and privileges of a holder of Common Stock with respect to such Restricted Shares, with the exception that: (i) The Non-employee Director will not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Restricted Period applicable to such shares or portion thereof shall have expired and unless all other vesting requirements with respect thereto shall have been fulfilled; (ii) other than cash dividends and rights to purchase stock which might be distributed to stockholders of the Company, the Company will retain custody of all Retained Distributions made or declared with respect to Restricted Shares (and such Retained Distributions will be subject to the same restrictions, terms and conditions as are applicable to Restricted Shares with respect to which they were made, paid or declared) until such time, if ever, as the Restricted Period applicable to Restricted Shares with respect to which such Retained Distribution shall have been made, paid or declared shall have expired, and such Retained Distributions shall not bear interest or be segregated in separate accounts; -6- (iii) a Non-employee Director may not sell, assign, transfer, pledge, exchange, encumber or dispose of any Restricted Shares or any related Retained Distributions during the applicable Restricted Period; and (iv) upon the breach of any restrictions, terms or conditions provided in the Plan or established by the Board with respect to any Restricted Shares or Retained Distributions, such Restricted Shares and any related Retained Distributions shall thereupon be automatically forfeited. (g) "Change of Control" of the Company shall mean: a) any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") acquires of beneficial ownership of 20 percent or more of either (i) the then outstanding shares of Common Stock (the "Shares") or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of Directors; provided, however, that for purposes of this subsection (a), a Person shall not include the Company or any Subsidiary or any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary; (b) as a result of, or in connection with, a contested election for directors, the persons who were directors of the Company before such election (the "Incumbent Board") shall cease to constitute a majority of the Board of Directors of the Company; or (c) consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a "Corporate Transaction") in each case, unless, following such Corporate Transaction, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the outstanding Shares and outstanding voting securities immediately prior to such Corporate Transaction beneficially own, directly or indirectly, more than 60 percent of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction of the outstanding Shares and the outstanding voting securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Corporate Transaction or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Corporate Transaction) beneficially owns, directly or indirectly, 20 percent or more of, respectively, the then -7- outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Corporate Transaction and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Corporate Transaction; or (d) approval by the stockholders of the Company of a complete liquidation of the Company. The Committee shall determine whether a Change of Control has occurred within the herein meaning and its determination shall be final and conclusive. (h) Notwithstanding any other provisions to the contrary in the Plan or any Restricted Shares Agreement (unless such Restricted Shares Agreement shall expressly refer to and nullify the operation of this provision), if the scheduled expiration of the Restricted Period applicable to any Restricted Shares granted to any Non-employee Director would, as a result of the operation of Section 16(b) of the Exchange Act, result, in the opinion of the Corporate Secretary of the Company, in a substantial risk of loss to such Non-employee Director pursuant to such Section 16(b) because of the timing of any prior sale or sales of Common Stock made by or otherwise attributable to such Non-employee Director, then, unless prior to the scheduled expiration of the Restricted Period for any Restricted Shares as described in subparagraph 7(b) hereof (or, in the case of an expiration of the Restricted Period for any Restricted Shares as described in subparagraph 7(c), within five business days thereafter) such Non-employee Director shall file with the Corporate Secretary a written waiver of this provision, in form satisfactory to the Corporate Secretary, expiration of the Restricted Period for such Restricted Shares automatically shall be delayed until the first day on which expiration of the Restricted Period for such Restricted Shares would no longer result in a substantial risk of loss and the Non-employee Director shall continue to be subject to the risk of forfeiture of such Restricted Shares pursuant to subparagraph 8(a) hereof pending the delayed expiration of Restricted Period for such Restricted Shares. 8. FORFEITURE; COMPLETION OF RESTRICTED PERIOD. (a) If a Non-employee Director ceases to be a member of the Board for any reason other than as set forth in subparagraph 7(c), then all Restricted Shares and all Retained Distributions with respect thereto issued to such Non-employee Director to which the Restricted Period still applies shall be -8- forfeited to the Company and the Non-employee Director shall not have any rights (including dividend and voting rights) with respect to such forfeited Restricted Shares and Retained Distributions. (b) Upon completion of the Restricted Period with respect to all or any portion of a Non-employee Director's Restricted Shares, and the satisfaction of any other applicable restrictions, terms and conditions, the affected Restricted Shares and any Retained Distributions with respect to such Restricted Shares shall become nonforfeitable. The Company shall promptly thereafter issue and deliver to the Non-employee Director stock certificates or instruments representing such Restricted Shares and Retained Distributions registered in the name of the Non-employee Director or, if deceased, his or her legatee, personal representative or distributee; provided, however, (i) such new stock certificates may be required to bear a restrictive legend, indicating that such shares have not been registered under the Securities Act or other legend deemed appropriate by the Company's counsel, and (ii) the Company may require, as a condition precedent to the issuance of any such certificates, that the Non-employee Director, or other person receiving such certificate, execute and deliver to the Company a letter, in a form satisfactory to the counsel for the Company, to the general effect that such shares are being acquired by such person for investment only and not with a view to distribution. 9. ADJUSTMENT IN THE EVENT OF CHANGES OF COMMON STOCK. In the event of a recapitalization, stock split, stock dividend, combination or exchange of shares, merger, consolidation or liquidation or the like, the aggregate number and class of Restricted Shares available for grant under the Plan automatically shall be adjusted so that the total number of shares of Common Stock or other securities or property issuable under the Plan immediately following such event shall be the number of shares of Common Stock and other securities or property which, had all remaining shares of Common Stock available under the Plan been granted to a single holder immediately prior to such event, would be held or received by such holder immediately following such event. 10. NON-ALIENATION OF BENEFITS. No Restricted Shares, Retained Distributions or rights or benefits under the Plan or Restricted Shares Agreement shall be subject to anticipation, alienation, sale, assignment, hypothecation, pledge, exchange, transfer, encumbrance or charge, and any attempt to anticipate, alienate, sell, assign, hypothecate, pledge, exchange, transfer, encumber or charge the same shall be void. No Restricted Shares, Retained -9- Distributions or rights or benefits under the Plan or a Restricted Shares Agreement shall in any manner be liable for or subject to the debts, contracts, liabilities or torts of any person entitled to such right or benefit. If any Non-employee Director or beneficiary hereunder should attempt to anticipate, alienate, sell, assign, hypothecate, pledge, exchange, transfer, encumber or charge any Restricted Shares, Retained Distributions or any right or benefit hereunder or thereunder, then such Restricted Shares and related Retained Distributions automatically shall be forfeited and such right or benefit shall cease and terminate. 11. APPOINTMENT OF ATTORNEY-IN-FACT. Upon the issuance of any Restricted Shares and the delivery by a Non- employee Director of the stock power referred to in subparagraph 7(e) hereof, such Non-employee Director shall be deemed to have appointed the Company, its successors and assigns, the attorney-in-fact of the Non- employee Director, with full power of substitution, for the purpose of carrying out the provisions of this Plan and taking any action and executing any instruments which such attorney-in-fact may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney- in-fact shall be irrevocable and coupled with an interest. The Company as attorney-in-fact for the Non-employee Director may, in the name and stead of the Non-employee Director, make and execute all conveyances, assignments and transfers of such Restricted Shares and Retained Distributions deposited with the Company, as said attorney-in-fact, shall do by virtue thereof. Nevertheless, the Non-employee Director shall, if so requested by the Company, execute and deliver to the Company all such instruments as may, in the judgment of the Company, be advisable for the purpose. 12. AMENDMENT AND TERMINATION OF PLAN. Subject to the provisions of paragraph 6, the Committee may at any time terminate, modify or amend the Plan as it shall deem advisable; provided, however, that in no event may the Plan be amended more frequently than once every six months. Notwithstanding the foregoing, stockholder approval shall be obtained for any action with respect to the Plan to the extent required by applicable state or Federal rules, regulations or laws. No termination or amendment of the Plan shall adversely affect the rights of any Non- employee Director under any grant previously made. 13. EXECUTION OF AGREEMENT. Each grant hereunder shall be contingent upon the execution by the Non- employee Director of a Restricted Shares Agreement pursuant to which such Non-employee Director shall agree in writing to the terms and conditions set forth in this Plan or -10- by counsel to the Company in order to comply with applicable Federal or state securities laws or other legal requirements. 14. GOVERNMENT AND OTHER REGULATIONS. Notwithstanding any other provisions of the Plan, the obligations of the Company with respect to Restricted Shares and Retained Distributions shall be subject to all applicable laws, rules and regulations, and such approvals by any governmental agencies as may be required or deemed appropriate by the Company. The Company reserves the right to delay or restrict, in whole or in part, the issuance or delivery of Common Stock pursuant to any grants of Restricted Shares and Retained Distributions under the Plan until such time as: (a) any legal requirements or regulations shall have been met relating to the issuance of such Restricted Shares and Retained Distributions or to their registration, qualification or exemption from registration or qualification under the Securities Act or any applicable state securities law; and (b) satisfactory assurances shall have been received that such Restricted Shares when delivered will be duly listed on the New York Stock Exchange. 15. NO RIGHT TO RENOMINATION. Nothing in the Plan or in any grant shall confer upon any Director the right to be nominated for reelection to the Board. 16. NON-EXCLUSIVITY OF PLAN. Neither the adoption of the Plan by the Board, nor the submission of the Plan to the stockholders of the Company for approval, shall be construed as creating any limitation on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including without limitation, the awarding of Common Stock otherwise than under the Plan, and such arrangements as may be either generally acceptable or applicable in specific cases. 17. GOVERNING LAW. The Plan shall be governed by, and construed in accordance with, the laws of the State of Delaware. -11- 18. INDEMNIFICATION OF THE COMMITTEE AND THE BOARD. With respect to administration of the Plan, the Company shall indemnify each present and future member of the Committee and the Board against, and each member of the Committee and the Board shall be entitled without further act on his or her part to indemnity from the Company for, all expenses (including the amount of judgments and the amount of approved settlements made with a view to the curtailment of costs of litigation, other than amounts paid to the Company itself) reasonably incurred by him or her in connection with or arising out of any action, suit, or proceeding in which he or she may be involved by reason of his or her being or having been a member of the Committee and/or the Board, whether or not he or she continues to be such member of the Committee and/or the Board at the time of incurring such expenses; provided, however, that such indemnity shall not include any expenses incurred by any such member of the Committee and/or the Board (i) in respect of matters as to which he or she shall be finally adjudged in any such action, suit or proceeding to have been guilty of gross negligence or willful misconduct in the performance of his or her duty as such member of the Committee and/or the Board, or (ii) in respect of any matter in which any settlement is effected to an amount in excess of the amount approved by the Company on the advice of its legal counsel; and provided further, that no right of indemnification under the provision set forth herein shall be available to or enforceable by any such member of the Committee and/or the Board unless, within 60 days after institution of any such action, suit or proceeding, he or she shall have offered the Company, in writing, the opportunity to handle and defend same at its expense. The foregoing right of indemnification shall inure to the benefit of the heirs, executors or administrators of each such member of the Committee and/or the Board and shall be in addition to all other rights to which such member of the Committee and/or the Board may be entitled as a matter of law, contract or otherwise. 19. MISCELLANEOUS PROVISIONS. (a) Except as to automatic grants to Non-employee Directors, no employee or other person shall have any claim or right to be granted Restricted Shares under this Plan. (b) The expenses of the Plan shall be borne by the Company. (c) By accepting any grant under the Plan, each Non-Employee Director and each personal representative or beneficiary and each other person claiming by, under or through him or her shall be conclusively deemed to have indicated his or her acceptance and ratification of, and consent to, any action taken under the Plan by the Company, the Board or the Committee. -12- (d) Each grant of Restricted Shares to any person serving at the Grant Date as a Director shall be in consideration of past services of such Director. Each grant of Restricted Shares to a person who was not serving as a Director prior to the Grant Date shall be in consideration of such person's agreement to stand for election as or be considered for appointment as a director to serve as such if so elected or appointed. Each such grant shall be deemed to constitute a conclusive finding by the Board that such services or agreement, as applicable, have a value equal to or in excess of the value of such Restricted Shares, and constitute payment in full therefor. All authorized and unissued shares issued as Restricted Shares in accordance with the Plan shall be fully paid and nonassessable shares and free from preemptive rights. No Restricted Shares shall be issued for consideration having a value less than the par value of the Common Stock. -13- EX-5.1 3 EXHIBIT 5.1 [LETTERHEAD FOR WEATHERFORD ENTERRA APPEARS HERE] EXHIBIT 5.1 July 18, 1997 Weatherford Enterra, Inc. 1360 Post Oak Boulevard, Suite 1000 Houston, Texas 77056 RE: REGISTRATION STATEMENT ON FORM S-8 -- 1997 NON-EMPLOYEE DIRECTOR RESTRICTED STOCK PLAN (THE "REGISTRATION STATEMENT") Dear Sirs: I am Senior Vice President, Secretary and General Counsel for Weatherford Enterra, Inc. a Delaware corporation (the "Company"), and have acted as legal counsel in connection with the authorization of an aggregate amount of 250,000 shares (the "Shares") of the common stock, $.10 par value of the Company ("Common Stock"), that may be issued to non-employee directors of the Company pursuant to and subject to the terms and conditions of the Company's 1997 Non- Employee Director Restricted Stock Plan (the "Plan"). In connection with rendering the opinions hereinafter expressed, I have examined, among other things, the Plan, the Restated Certificate of Incorporation and By-Laws of the Company, both as amended to date, the corporate proceedings with respect to the Plan and such other corporate documents as I have deemed appropriate. Based on the foregoing, and having due regard for such legal considerations as I have deemed relevant, I am of the opinion that: 1. The Plan, and the issuance of the Shares pursuant to the Plan, have been duly authorized by all necessary corporate action on the part of the Company. 2. Upon the issuance of the Shares pursuant to the Plan, the Shares will be validly issued, fully paid and nonassessable, and the holders thereof will have no personal liability for the debts and obligations of the Company solely as a result of their status as stockholders under the laws of the State of Delaware, where the Company is incorporated, or the laws of the State of Texas, where the Company has its principal place of business. Weatherford Eneterra, Inc. July 18, 1997 Page 2 I hereby consent to the filing of this opinion as an exhibit to the Registration Statement registering the Shares and to the reference to me under the heading "Interests of Named Experts and Counsel" in said Registration Statement. The opinions expressed herein are limited exclusively to the General Corporation Law of the State of Delaware, the laws of the State of Texas and the federal securities law of the United States of America. This opinion is provided at your request and solely in connection with the Registration Statement. This opinion may be relied upon only by you and may not be quoted from or referred to or copies delivered to any other person without my prior written consent, except as provided herein. I own beneficially 41,538 Shares of Common Stock and hold options to purchase an additional 42,000 shares of Common Stock, of which 28,000 options are immediately exercisable. Very truly yours, /s/ H. Suzanne Thomas ----------------------------- H. Suzanne Thomas EX-23.1 4 CONSENT OF ARTHUR ANDERSEN EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 12, 1997, included in Weatherford Enterra, Inc.'s Form 10-K for the year ended December 31, 1996 and to all references to our firm included in this Registration Statement. /s/ Arthur Andersen LLP - ------------------------- ARTHUR ANDERSEN LLP Houston, Texas July 18, 1997 -----END PRIVACY-ENHANCED MESSAGE-----