-----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, TfSkEGIMnpJt3s163ktTbmeiR8EEUjU4ZiuIYf2q2l+eSMgA3poSqO/Lb2vcINXC dUtYko/MAp79zVl5xaRZHw== 0001047469-97-004732.txt : 19971117 0001047469-97-004732.hdr.sgml : 19971117 ACCESSION NUMBER: 0001047469-97-004732 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19971114 EFFECTIVENESS DATE: 19971114 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: RPC INC CENTRAL INDEX KEY: 0000742278 STANDARD INDUSTRIAL CLASSIFICATION: SHIP & BOAT BUILDING & REPAIRING [3730] IRS NUMBER: 581550825 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-40223 FILM NUMBER: 97719038 BUSINESS ADDRESS: STREET 1: 2170 PIEDMONT RD NE CITY: ATLANTA STATE: GA ZIP: 30324 BUSINESS PHONE: 4048882950 MAIL ADDRESS: STREET 1: 2170 PIEDMONT ROAD CITY: ATLANTA STATE: GA ZIP: 30324 FORMER COMPANY: FORMER CONFORMED NAME: RPC ENERGY SERVICES INC DATE OF NAME CHANGE: 19920703 S-8 1 FORM S-8 REGISTRATION NO. 333- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RPC, INC. (Exact name of registrant as specified in its charter) DELAWARE 58-1550825 (STATE OF OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 2170 PIEDMONT ROAD, N.E. ATLANTA, GEORGIA 30324 (Address of Principal Executive Offices) (Zip Code) RPC, Inc. 1994 Employee Stock Incentive Plan (Full title of the plan) R. RANDALL ROLLINS, CHAIRMAN OF THE BOARD 2170 PIEDMONT ROAD, N.E. ATLANTA, GEORGIA 30324 (Name and address of agent for service) (404) 321-2140 (Telephone number, including area code, of agent for service) Copies to: Jonathan Golden, Esq. Arnall Golden & Gregory, LLP 2800 One Atlantic Center 1201 West Peachtree Street Atlanta, Georgia 30309-3450 (404) 873-8500 CALCULATION OF REGISTRATION FEE* PROPOSED PROPOSED MAXIMUM MAXIMUM TITLE OF OFFERING AGGREGATE AMOUNT OF SECURITIES TO AMOUNT TO BE PRICE OFFERING REGISTRATION BE REGISTERED REGISTERED PER SHARE PRICE FEE - ------------- ------------ --------- ---------- ------------ Common Stock 800,000 $27.66 $22,128,000 $6,706.00 $.10 Par Value Shares - ------------------ * Calculated pursuant to Rule 457(h), based upon the average of the high and low prices reported for the Common Stock on The New York Stock Exchange on November 11, 1997. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents are incorporated by reference in the Registration Statement: (a) The registrant's annual report on Form 10-K for the year ended December 31, 1996. (b) The Company's quarterly reports on Form 10-Q for the quarters ended March 31, 1997, June 30, 1997 and September 30, 1997. (c) All other reports filed by the registrant pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 since December 31, 1996. (d) The description of the registrant's Common Stock contained in the registrant's registration statement filed under Section 12 of the Securities Exchange Act of 1934, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all of the shares of Common Stock offered have been sold or which deregisters all of such shares 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 in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Certain legal matters will be passed upon for the Company by Arnall Golden & Gregory, Atlanta, Georgia. Item 6. Indemnification of Directors and Officers. The registrant is a Delaware corporation. Section 145 of the Delaware General Corporation Law provides for indemnification of officers, directors and other persons for losses and expenses incurred under certain circumstances. Section 145 of the Delaware Code authorizes indemnification when a person is made a party to any proceeding by reason of the fact that such person is or was a director, officer, employee or agent of the corporation or was serving as a director, officer, employee or 2 agent of another enterprise, at the request of the corporation, and if such person acted in good faith and in a manner reasonably believed by him or her to be in or not opposed to the best interests of the corporation. With respect to any criminal proceeding, such person must have had no reasonable cause to believe that his or her conduct was unlawful. If it is determined that the conduct of such person meets these standards, he or she may be indemnified for expenses incurred and amounts paid in such proceeding if actually and reasonably incurred by him or her in connection therewith. If such a proceeding is brought by or on behalf of the corporation (i.e., a derivative suit), such person may be indemnified against expenses actually and reasonably incurred if he or she acted in good faith and in a manner reasonably believed by him or her to be in, or not opposed to, the best interests of the corporation. There can be no indemnification with respect to any matter as to which such person is adjudged to be liable to the corporation; however, a court may, even in such case, allow such indemnification to such person for such expenses as the court deems proper. Where such person is successful in any such proceeding, he or she is entitled to be indemnified against expenses actually and reasonably incurred by him or her. In all other cases, indemnification is made by the corporation upon determination by it that indemnification of such person is proper because such person has met the applicable standard of conduct. The registrant's Bylaws provide for indemnification of officers, directors and the registrant's general counsel to the fullest extent permitted by Section 145 of the Delaware General Corporation Law. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. The following exhibits are furnished as part of this Registration Statement: EXHIBIT NO. EXHIBITS - ----------- ---------------------------------------------------- 5 Opinion of Arnall Golden & Gregory, LLP regarding legality 23(a) Consent of Arnall Golden & Gregory, LLP (included in Exhibit No. 5) 23(b) Consent of Arthur Andersen LLP Item 9. Undertakings. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; 3 (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 4 SIGNATURE THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on November 14, 1997. RPC, Inc. By: ----------------------------- R. Randall Rollins Chairman of the Board of Directors (Principal Executive Officer) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Richard A. Hubbell and Ben M. Palmer 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 documents in connection therewith, with the Securities and Exchange Commission, granting each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agent or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. Signature Title Date - ------------- ----- ---- - ------------------------ Chairman of the Board November 14, 1997 R. Randall Rollins and Chief Executive Officer (Principal Executive Officer) - ------------------------ Chief Financial Officer November 14, 1997 Ben M. Palmer and Treasurer (Principal Financial and Accounting Officer) 5 - ------------------------ Director November 14, 1997 Bobby Joe Cudd - ------------------------ Director November 14, 1997 Richard A. Hubbell - ------------------------ Director November 14, 1997 James A. Lane, Jr. - ------------------------ Director November 14, 1997 Wilton Looney - ------------------------ Director November 14, 1997 Gary W. Rollins - ------------------------ Director November 14, 1997 John W. Rollins - ------------------------ Director November 14, 1997 Henry B. Tippie - ------------------------ Director November 14, 1997 James B. Williams 6 EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8 RPC, Inc. EXHIBIT INDEX EXHIBIT NO. EXHIBIT - ----------- ------------------------------------------------------- 5 Opinion of Arnall Golden & Gregory, LLP regarding legality 23(a) Consent of Arnall Golden & Gregory, LLP (included in Exhibit No. 5) 23(b) Consent of Arthur Andersen LLP EX-5 2 EXHIBIT 5 EXHIBIT 5 [LETTERHEAD] November 14, 1997 RPC, Inc. 2170 Piedmont Road, N.E. Atlanta, Georgia 30324 Re: Form S-8 Registration Statement Gentlemen: We have acted as counsel to RPC, Inc., a Delaware corporation (the "Company"), in connection with the preparation of a Registration Statement on Form S-8 (the "Registration Statement") filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), relating to an offer by the Company of up to 800,000 additional shares of the Company's Common Stock, $.10 par value (the "Shares"), pursuant to the Company's 1994 Employee Stock Incentive Plan ("Plan"). In acting as counsel to the Company, we have examined and relied upon such corporate records, documents, certificates and other instruments and examined such questions of law as we have considered necessary or appropriate for the purposes of this opinion. In addition, we assume that the purchase price per Share will, in all cases, equal or exceed the par value of a Share. Based upon and subject to the foregoing, we advise you that in our opinion the Shares to be sold pursuant to and in accordance with the Plan have been duly and validly authorized and will, upon receipt in full of the purchase price provided in the Plan and upon issuance pursuant to a current prospectus in conformity with the Act, be legally issued, fully paid and non-assessable. We consent to the filing of this opinion as an exhibit to the Registration Statement and the reference to this firm under the caption "Interests of Named Experts and Counsel" contained therein and elsewhere in the Registration Statement. This consent is not to be construed as an admission that we are a party whose consent is required to be filed with the Registration Statement under the provisions of the Act. Very truly yours, ARNALL GOLDEN & GREGORY, LLP RFD:dlm EX-23.(B) 3 EXHIBIT 23(B) EXHIBIT 5 EXHIBIT 23(b) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated March 14, 1997 included in RPC, Inc.'s Form 10-K for the year ended December 31, 1996 and to all references to our firm included in this registration statement. Atlanta, Georgia November 14, 1997 -----END PRIVACY-ENHANCED MESSAGE-----