-----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, TLj0InRXZFBeBbU4klmzCa88jniAUKnBO+Akx4HVmonXLCZc0eSsd9W2R2iT95Jv TQKbuI3plwGsSHn8DP5TaQ== 0000899243-00-001419.txt : 20000526 0000899243-00-001419.hdr.sgml : 20000526 ACCESSION NUMBER: 0000899243-00-001419 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20000525 EFFECTIVENESS DATE: 20000525 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COOPER CAMERON CORP CENTRAL INDEX KEY: 0000941548 STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [3533] IRS NUMBER: 760451843 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-37850 FILM NUMBER: 643802 BUSINESS ADDRESS: STREET 1: 515 POST OAK BLVD STREET 2: STE 1200 CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 7135133322 MAIL ADDRESS: STREET 1: 515 POST OAK BOULEVARD CITY: HOUSTON STATE: TX ZIP: 77027 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on May 25, 2000 Registration No. 333-____ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------------------- COOPER CAMERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 76-0451843 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 515 Post Oak Boulevard, Suite 1200 Houston, Texas 77027 (Address of Principal Executive Offices) (Zip Code) AMENDED AND RESTATED COOPER CAMERON CORPORATION LONG-TERM INCENTIVE PLAN (Full title of the plan) William C. Lemmer Vice President, General Counsel and Secretary Cooper Cameron Corporation 515 Post Oak Boulevard, Suite 1200 Houston, Texas 77027 (Name and address of agent for service) (713) 513-3300 (Telephone number, including area code, of agent for service) -----------------------------------
CALCULATION OF REGISTRATION FEE ======================================================================================== Proposed Proposed Maximum Maximum Amount Offering Aggregate Amount of Title of Securities to be Price Per Offering Registration to be Registered (1) Registered Share(2) Price(3) Fee Common Stock, par value $.01 per share 2,000,000(4) $73.44 $146,880,000 $40,832.64 ========================================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1934, this registration statement also covers an indeterminate number of additional shares that may be necessary to adjust the number of shares reserved for issuance under the Amended and Restated Cooper Cameron Corporation Long- Term Incentive Plan as a result of any future stock split, stock dividend or similar adjustment of the outstanding Common Stock. (2) Estimated based on the reported New York Stock Exchange composite transactions high and low prices on May 18, 2000, which is within 5 business days prior to the date of filing of this registration statement. (3) Estimated solely for the purpose of calculating the filing fee. (4) Each share of Common Stock offered hereby includes one purchase right issuable under the Cooper Cameron Corporation Rights Plan which is exercisable upon the occurrence of certain specified events. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents, which have been filed with the Securities and Exchange Commission (the "SEC") by Cooper Cameron Corporation ("Cooper Cameron" or the "Company"), are incorporated herein by reference and made a part hereof: (a) Registration Statement on Form S-8 of Cooper Cameron Corporation filed with the Securities and Exchange Commission on July 26, 1995, relating to the Cooper Cameron Corporation Long-Term Incentive Plan (File No. 33- 95004). (b) Registration Statement on Form S-8 of Cooper Cameron Corporation filed with the Securities and Exchange Commission on May 12, 1997, relating to the Amended and Restated Cooper Cameron Corporation Long-Term Incentive Plan (File No. 333-26923). (c) Registration Statement on Form S-8 of Cooper Cameron Corporation filed with the Securities and Exchange Commission on May 26, 1998, relating to the Amended and Restated Cooper Cameron Corporation Long-Term Incentive Plan (File No. 333-53545). (d) Annual Report on Form 10-K for the year ended December 31, 1999. (e) Quarterly Report on Form 10-Q for the quarter ended March 31, 2000. All reports subsequently filed by the Company and the Plan pursuant to Sections 13, 14 and 15 (d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The consolidated financial statements of Cooper Cameron incorporated by reference in Cooper Cameron's Annual Report (Form 10-K) for the year ended December 31, 1999, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon incorporated by reference therein and incorporated herein by reference. Such financial statements are, and audited financial statements to be included in subsequently filed documents will be, incorporated herein in reliance upon the reports of Ernst & Young LLP pertaining to such financial statements (to the extent covered by consents filed with the Securities and Exchange Commission) given on the authority of such firm as experts in accounting and auditing. The opinion as to the legality of the securities registered hereunder is being given by William C. Lemmer, Vice President, General Counsel and Secretary of the Company. Mr. Lemmer is eligible to participate in the Cooper Cameron Corporation Long-Term Incentive Plan. ITEM 8. EXHIBITS 4.1 First Amended and Restated Bylaws of Cooper Cameron Corporation, filed as Exhibit 3.2 to the Annual Report on Form 10-K for 1996 of Cooper Cameron Corporation filed with the Securities and Exchange Commission on March 26, 1997, and incorporated herein by reference. 4.2 Amended and Restated Certificate of Incorporation of Cooper Cameron Corporation, dated June 30, 1995, filed as Exhibit 4.2 to the Registration Statement on Form S-8 of Cooper Cameron Corporation (Commission File No. 33-94948), and incorporated herein by reference. 4.3 Certificate of Amendment of Amended and Restated Certificate of Incorporation of Cooper Cameron Corporation, dated May 19, 1998, filed as Exhibit 4.3 to the Registration Statement on Form S-8 of Cooper Cameron Corporation, dated May 26, 1998 (Commission File No. 333-53545), and incorporated herein by reference. 4.4 Amended and Restated Credit Agreement, dated as of March 20, 1997, among Cooper Cameron Corporation and certain of its subsidiaries and the banks named therein and First National Bank of Chicago, as agent, filed as Exhibit 10.21 to the Annual Report on Form 10-K for the fiscal year ended December 31, 1996, and incorporated herein by reference. 4.5 First Amendment to Rights Agreement between Cooper Cameron Corporation and First Chicago Trust Company of New York, as Rights Agent, dated November 1, 1997, filed as Exhibit 4.2 to the Annual Report on Form 10-K for the fiscal year ended December 31, 1997, and incorporated herein by reference. 4.6 Amended and Restated Long-Term Incentive Plan, incorporated herein by reference from the Registrant's Proxy Statement dated March 21, 1997. 4.7 First Amendment to the Amended and Restated Cooper Cameron Corporation Long-Term Incentive Plan, filed as Exhibit 4.5 to the Registration Statement on Form S-8 of Cooper Cameron Corporation, dated May 26, 1998 (Commission File No. 333-53545), and incorporated herein by reference. 4.8 Second Amendment to the Amended and Restated Cooper Cameron Corporation Long-Term Incentive Plan. 4.9 Third Amendment to the Amended and Restated Cooper Cameron Corporation Long-Term Incentive Plan, incorporated herein by reference from the Registrant's Proxy Statement dated March 25, 2000. 5.1 Opinion and Consent of William C. Lemmer, Vice President, General Counsel and Secretary of the Company. 23.1 Consent of William C. Lemmer (contained in his opinion filed as Exhibit 5.1 hereto.) 23.2 Consent of Independent Auditors. 24.1 Powers of Attorney from members of Cooper Cameron Corporation's Board of Directors. 24.2 Certified copy of resolutions authorizing signatures pursuant to Power of Attorney. SIGNATURES 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 Houston, State of Texas, on the 23rd day of May, 2000. COOPER CAMERON CORPORATION (Registrant) /s/ Thomas R. Hix ---------------------------------------- By: Thomas R. Hix Senior Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 23, 2000: Signature Title --------- ----- /s/ Sheldon R. Erikson Director, Chairman, President & - ----------------------------- Chief Executive Officer (principal Sheldon R. Erikson executive officer) /s/ Thomas R. Hix Senior Vice President & Chief - ----------------------------- Financial Officer Thomas R. Hix (principal financial officer) /s/ Joseph D. Chamberlain Vice President & Controller - ----------------------------- (principal accounting officer) Joseph D. Chamberlain Nathan M. Avery * Director C. Baker Cunningham* Director Grant A. Dove* Director Michael E. Patrick* Director David Ross* Director Michael Sebastian* Director The Plan. Pursuant to the requirements of the Securities Act of 1933, the plan has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston and State of Texas on the 23rd day of May, 2000. AMENDED AND RESTATED COOPER CAMERON CORPORATION LONG-TERM INCENTIVE PLAN ADMINISTRATIVE COMMITTEE /s/ Thomas R. Hix ______________________________________ By: Thomas R. Hix, Chairman *By: /s/ William C. Lemmer --------------------- William C. Lemmer Attorney-in-fact EXHIBIT INDEX Exhibit Sequential Number Description Page No. - ------------------------------------------------------------------------------- 4.1 First Amended and Restated Bylaws of Cooper Cameron Corporation, filed as Exhibit 3.2 to the Annual Report on Form 10-K for 1996 of Cooper Cameron Corporation filed with the Securities and Exchange Commission on March 26, 1997, and incorporated herein by reference. 4.2 Amended and Restated Certificate of Incorporation of Cooper Cameron Corporation, dated June 30, 1995, filed as Exhibit 4.2 to the Registration Statement on Form S-8 of Cooper Cameron Corporation (Commission File No. 33-94948), and incorporated herein by reference. 4.3 Certificate of Amendment of Amended and Restated Certificate of Incorporation of Cooper Cameron Corporation, dated May 19, 1998, filed as Exhibit 4.3 to the Registration Statement on Form S-8 of Cooper Cameron Corporation, dated May 26, 1998 (Commission File No. 333-53545), and incorporated herein by reference. 4.4 Amended and Restated Credit Agreement, dated as of March 20, 1997, among Cooper Cameron Corporation and certain of its subsidiaries and the banks named therein and First National Bank of Chicago, as agent, filed as Exhibit 10.21 to the Annual Report on Form 10-K for the fiscal year ended December 31, 1996, and incorporated herein by reference. 4.5 First Amendment to Rights Agreement between Cooper Cameron Corporation and First Chicago Trust Company of New York, as Rights Agent, dated November 1, 1997, filed as Exhibit 4.2 to the Annual Report on Form 10-K for the fiscal year ended December 31, 1997, and incorporated herein by reference. 4.6 Amended and Restated Long-Term Incentive Plan, incorporated herein by reference from the Registrant's Proxy Statement dated March 21, 1997. 4.7 First Amendment to the Amended and Restated Long- Term Incentive Plan, filed as Exhibit 4.5 to the Registration Statement on Form S-8 of Cooper Cameron Corporation, dated May 26, 1998 (Commission File No. 333-53545), and incorporated herein by reference. 4.8 Second Amendment to the Amended and Restated Cooper Cameron Corporation Long-Term Incentive Plan. 4.9 Third Amendment to the Amended and Restated Cooper Cameron Corporation Long-Term Incentive Plan, incorporated herein by reference from the Registrant's Proxy Statement dated March 25, 2000. 5.1 Opinion and Consent of William C. Lemmer, Vice President, General Counsel and Secretary of the Company. 23.1 Consent of William C. Lemmer (contained in his opinion filed as Exhibit 5.1 hereto.) 23.2 Consent of Independent Auditors. 24.1 Powers of Attorney from members of Cooper Cameron Corporation's Board of Directors. 24.2 Certified copy of resolution authorizing signatures pursuant to Power of Attorney. EX-4.8 2 2ND AMENDED COOPER LONG-TERM INCENTIVE PLAN Exhibit 4.8 SECOND AMENDMENT TO AMENDED AND RESTATED COOPER CAMERON CORPORATION LONG-TERM INCENTIVE PLAN WHEREAS, COOPER CAMERON CORPORATION (the "Company") has heretofore adopted the AMENDED AND RESTATED COOPER CAMERON CORPORATION LONG-TERM INCENTIVE PLAN (the "Plan"); and WHEREAS, the Company desires to amend the Plan in certain respects; NOW, THEREFORE, the Plan shall be amended as follows, effective as of May 13, 1999: 1. Section 14.3 shall be added to the Plan: "In addition to any other rights or privileges held by a holder with respect to an Award that is an option (including the provisions of Section 14.2), upon a Change in Control of the Company, the holder shall have the right to exchange such option for a new option ("New Option") that shall be issued according to the following: (1) the New Option shall be immediately exercisable; (2) the New Option shall have a term equal to the remaining term of the LTIP Option it replaces (and shall be exercisable through such term); (3) the New Option will give the holder the right to acquire shares of the publicly traded common equity of the Company or any successor or direct or indirect parent of either ("Replacement Common Stock") (in the event of two or more classes of common equity, the common equity used shall be determined by the Compensation Committee of the Board of Directors of the Company existing prior to a Change in Control); (4) the exercise price used for the New Option ("New Exercise Price") for acquiring a share of Replacement Common Stock shall be determined at the time of the Change in Control by taking (i) the higher of (a) the aggregate value (as of the date of the Change in Control) equal to the merger or acquisition consideration paid or payable in the Change in Control, on a per share basis, or (b) the highest price paid for a share of Cooper Cameron common stock over the New York Stock Exchange (or other primary exchange) during the 12 months prior to the Change in Control, and (ii) dividing such amount into the per share exercise price of the LTIP Option; with the result multiplied by the Replacement Common Stock closing price on its principal stock exchange on the day of the Change in Control, or if traded in the over- the-counter market and not on an exchange, the last bid price in such market; (5) the number of shares of Replacement Common Stock subject to the New Option shall be the number necessary, using the New Exercise Price, to provide an aggregate value (as of the date of the Change in Control) equal to the higher of (a) the merger or acquisition consideration paid or payable in the Change in Control on a per share basis, or (b) the highest price paid for a share of Cooper Cameron common stock over the New York Stock Exchange (or other primary exchange) during the 12 months prior to the Change in Control; (6) if there is no publicly traded common equity of the Company, or any successor or any direct or indirect parent of either, then the New Option shall be with respect to shares of the direct or indirect parent of the Company, and if no such parent then the Company, and if the Company no longer exists, then the successor to the Company. 2. Section 14.4 shall be added to the Plan: "The Board may determine, in connection with an event described in Sections 14.2 or 14.3, to provide with respect to Awards other adjustments, rights or privileges, including adjustments, rights or privileges that are alternatives to those provided in Sections 14.2 and 14.3, but unless such adjustments, rights or privileges are cumulative to those in Sections 14.2 and 14.3, they will be applicable only with the consent of the holder of an Award. 3. As amended hereby, the Plan is specifically ratified and reaffirmed. /s/ Franklin Myers ________________________ Franklin Myers, Senior Vice President and Secretary Date: May 13, 1999 EX-5.1 3 OPINION AND CONSENT OF WILLIAM LEMMER Exhibit 5.1 May 17, 2000 Cooper Cameron Corporation 515 Post Oak Boulevard, Suite 1200 Houston, Texas 77027 Gentlemen: I am the General Counsel for Cooper Cameron Corporation, a Delaware corporation (the "Company"), and have acted in such capacity in connection with the registration under the Securities Act of 1933, as amended, of 2,000,000 shares (the "Shares") of the Company's common stock, $.01 par value (the "Common Stock"), to be offered upon the terms and subject to the conditions set forth in the Company's Registration Statement on Form S-8 (the "Registration Statement") relating thereto to be filed with the Securities and Exchange Commission. In connection therewith, I have examined originals or copies certified or otherwise identified to my satisfaction of the Amended and Restated Certificate of Incorporation of the Company, the First Amended and Restated By-laws of the Company, the corporate proceedings with respect to the offering of the Shares and such other documents and instruments as I have deemed necessary or appropriate for the expression of the opinions contained herein. I have assumed the authenticity and completeness of all records, certificates and other instruments submitted to me as originals, the conformity to original documents of all records, certificates and other instruments submitted to me as copies, the authenticity and completeness of the originals of those records, certificates and other instruments submitted to me as copies and the correctness of all statements of fact contained in all records, certificates and other instruments that I have examined. Based upon the foregoing, and having a regard for such legal considerations as I have deemed relevant, I am of the opinion that: (i) The Company has been duly incorporated and is validly existing in good standing under the laws of the State of Delaware. Cooper Cameron Corporation May 17, 2000 Page 2 (ii) The Shares proposed to be sold by the Company have been duly and validly authorized for issuance and, when issued in accordance with the terms of the Registration Statement, and subject to compliance with any applicable Blue Sky laws, will be validly issued, fully paid and non- assessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ William C. Lemmer ------------------------------ William C. Lemmer Vice President, General Counsel and Secretary EX-23.2 4 CONSENT OF INDEPENDENT AUDITORS Exhibit 23.2 Consent of Independent Auditors We consent to the reference to our firm under the caption "Interests of Named Experts and Counsel" in this Registration Statement (Form S-8) pertaining to the Amended and Restated Cooper Cameron Corporation Long-Term Incentive Plan and to the incorporation by reference therein of our report dated January 27, 2000, with respect to the consolidated financial statements of Cooper Cameron Corporation incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 1999, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Houston, Texas May 22, 2000 EX-24.1 5 POWERS OF ATTORNEY Exhibit 24.1 COOPER CAMERON CORPORATION POWER OF ATTORNEY WHEREAS, Cooper Cameron Corporation, A Delaware corporation (the "Company"), intends to file with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), a Registration Statement ("Registration Statement") on Form S-8 and any and all amendments thereto as may be necessary or appropriate, together with any and all exhibits and other documents in connection therewith for the purpose of registering certain shares of Common Stock of the Company (the "Stock"), as follows:
Number of Shares Registration Statement to be Registered Benefit Plan ---------------------- ---------------- ------------ Form S-8 2,000,000 Cooper Cameron Amended and Restated Long-Term Incentive Plan
WHEREAS, the Company intends to register or qualify these shares of Stock for sale and to register or license the Company as a broker or dealer for the sale of these shares under the securities or Blue Sky laws of all states as may be necessary or appropriate to permit the offering and sale as contemplated by the Registration Statement, NOW, THEREFORE, the undersigned in his capacity as a Director and/or officer of the Company, does hereby constitute and appoint SHELDON R. ERIKSON, THOMAS R. HIX and WILLIAM C. LEMMER, respectively, and each of them, his true and lawful attorneys and agents, with power to act with or without the others and with full power of substitution and resubstitution, to do any and all acts and things and to execute any and all instruments which said attorneys and agents or any of them may deem necessary or advisable: (i) to enable the Company to comply with the Act and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Act of shares of Stock issued or to be issued by the Company and an indeterminate number of additional shares that may be necessary to adjust the number of shares reserved for issuance under the Amended and Restated Long-Term Incentive Plan as a result of any future stock split, stock dividend or similar adjustment of the outstanding Common Stock; including specifically, but without limiting the generality of the foregoing, the power and authority to sign for and on behalf of the undersigned the name of the undersigned as Director and/or officer of the Company to one or more Registration Statements on Form S-8, as the case may be, or to any amendments thereto (including any post-effective amendments) filed with the Securities and Exchange Commission with respect to these shares of Stock, and to any instrument or document filed as part of, as an exhibit to, or in connection with said Registration Statements or amendments; and (ii) to register or qualify these shares of Stock for sale and to register or license the Company as a broker or dealer in the Stock under the securities or Blue Sky laws of all such states as may be necessary or appropriate to permit the offering and sale as contemplated by said Registration Statements, including specifically, but without limiting the generality of the foregoing, the power and authority to sign for and on behalf of the undersigned the name of the undersigned as Director and/or officer of the Company to any application, statement, petition, prospectus, notice or other instrument or document, or to any amendment thereto, or to any exhibit filed as part thereof or in connection therewith, which is required to be signed by the undersigned and to be filed with the public authority or authorities administering said securities or Blue Sky laws for the purpose of so registering or qualifying the Stock or registering or licensing the Company; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorneys and agents, and each of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this instrument effective May 15, 2000. Sheldon R. Erikson Chairman of the Board, /s/ Sheldon R. Erikson Chief Executive Officer, ------------------------- and Director (principal executive officer) Thomas R. Hix Senior Vice President and /s/ Thomas R. Hix Chief Financial Officer ------------------------- (principal financial officer) Joseph D. Chamberlain Vice President and /s/ Joseph D. Chamberlain Controller (principal ------------------------- accounting Officer) Nathan M. Avery Director /s/ Nathan M. Avery ------------------------- C. Baker Cunningham Director /s/ C. Baker Cunningham ------------------------- Grant A. Dove Director /s/ Grant A. Dove ------------------------- Michael E. Patrick Director /s/ Michael E. Patrick ------------------------- David Ross Director /s/ David Ross ------------------------- Michael J. Sebastian Director /s/ Michael J. Sebastian ------------------------- EX-24.2 6 CERTIFIED RESOLUTION Exhibit 24.2 [Cooper Cameron Corporation Letterhead] I, the undersigned, GRACE L. HUGHES, Assistant Secretary of COOPER CAMERON CORPORATION, a Delaware company (hereinafter called the "Company"), do hereby certify that pursuant to the meeting of the Board of Directors of the Company held on May 11, 2000, the following resolutions were duly adopted: RESOLVED, that the appropriate officers of the Company be, and each hereby is, authorized and empowered for, in the name and on behalf of the Company to prepare or cause to be prepared for filing and to file with the Securities and Exchange Commission (the "SEC") a registration statement with respect to the additional shares provided for under the Third Amendment to the Amended and Restated Long-Term Incentive Plan as prescribed by the SEC, together with all such information and data in connection therewith, and exhibits, amendments and supplements thereto as may be recommended by counsel for the Company or required by the SEC, and to do any and all acts and things such officer shall deem necessary or appropriate in order that the Registration Statement may continue in effect in compliance with the Securities Act of 1933 and the rules and regulations promulgated thereunder; and FURTHER RESOLVED, that each director and officer of the Company who may be required to execute said Registration Statement or any amendment thereto be, and each hereby is, authorized and empowered to execute a power of attorney appointing Sheldon R. Erikson, Thomas R. Hix and William C. Lemmer, and each of them severally, his or her true and lawful attorneys or attorney with power to act with or without the other and with full power of substitution, or resubstitution, to execute in his or her name, place and stead, in his or her capacity as a director or officer, or both, of the Company, said Registration Statement and any and all amendments thereto and any and all instruments and documents necessary or incidental in connection therewith, and to file the same with the SEC; that each of said attorneys shall have full power and authority to do and perform in the name and on behalf of said directors or officers, as the case may be, every act whatsoever necessary of desirable to be done in the premises as fully to all intents and purposes as each of said directors and officers might or could do in person; and FURTHER RESOLVED, that it is desirable and in the best interest of the Company that the Common Stock to be offered under the Incentive Plan be qualified or registered for sale in various states; that the Chief Executive Officer, the President, any Vice President, the Treasurer and the Secretary or any Assistant Secretary be, and each of them hereby is, authorized to determined the states in which appropriate action shall be taken to qualify or register for sale all or such part of the securities that may be offered under the Incentive Plan as said officers may deem advisable in order to comply with applicable laws of such states, and in connection therewith to execute and file all requisite papers and documents, including, but not limited to, applications, reports, surety bonds, irrevocable consents and appointments of attorneys for service of process; and the execution by such officers of any such instrument or document or the doing by them of any act in connection with the foregoing matters shall conclusively establish their authority therefor from the Company of the instruments and documents so executed and the action so taken; and FURTHER RESOLVED, that the appropriate officers of the Company be, and each hereby is, authorized and empowered to prepare and file or to cause to be prepared and to be filed applications for the listing on The New York Stock Exchange of the Common Stock to be issued pursuant to the Incentive Plan; and Sheldon R. Erikson, Thomas R. Hix and William C. Lemmer are hereby designated as the representatives of the Company to appear before the officials of such exchange and to modify or change the applications, if necessary, and to take such other steps as may be necessary to effect the listing of said securities on The New York Stock Exchange; and FURTHER RESOLVED, that the appropriate officers of the Company be, and each hereby is, authorized and empowered, for and on behalf of the Company, to take or cause to be taken all such other and further actions, and to execute, acknowledge and deliver any and all such instruments as they may deem necessary or advisable to carry out the purposes and intent of the foregoing resolutions. I further certify that the foregoing resolutions have not been modified, revoked or rescinded and are in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of COOPER CAMERON CORPORATION, this 17/th/ day of May, 2000. /s/ Grace L. Hughes ____________________________________ Grace L. Hughes Assistant Secretary (CORPORATE SEAL) -----END PRIVACY-ENHANCED MESSAGE-----