As filed with the Securities and Exchange Commission on June 24, 2002
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HALLIBURTON COMPANY
(Exact name of Registrant as specified in its charter)
Delaware 75-2677995
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3600 Lincoln Plaza
500 N. Akard St.
Dallas, Texas 75201
(Address of principal executive offices)
HALLIBURTON COMPANY 2002 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
LESTER L. COLEMAN
EXECUTIVE VICE PRESIDENT AND CHIEF LEGAL OFFICER
HALLIBURTON COMPANY
3600 Lincoln Plaza
500 N. Akard St.
Dallas, Texas 75201
(Name and address of agent for service)
(214) 978-2600
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
====================================================================================================================
Title of Securities Proposed Proposed
to be registered Amount maximum Maximum Amount of
to be offering Aggregate registration
registered price Offering fee
per share Price
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Common Stock, $2.50 par value (including 12,000,000 $16.325 (2) $195,900,000 (2) $18,023
preferred stock purchase rights) shares (1)
====================================================================================================================
(1) Also registered hereby are an indeterminate number of shares (including
Preferred Stock Purchase Rights) as may become issuable because of provisions of
the Plan relating to adjustments for changes resulting from stock splits, stock
dividends and similar transactions.
(2) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) based on the high and low prices reported on the New
York Stock Exchange on June 21, 2002.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to the participating employees as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended. Such documents and the
documents incorporated by reference herein pursuant to Item 3 of Part II hereof,
taken together, constitute a prospectus that meets the requirements of Sections
10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, heretofore filed with the Securities and Exchange
Commission (the "Commission") by the Registrant pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein
by reference and made a part hereof.
(a) The Registrant's Form 8-B filed with the Commission on December
12, 1996;
(b) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2001;
(c) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2002 ; and
(d) The Registrant's Current Reports on Form 8-K filed with the
Commission on January 4, 2002; January 8, 2002; January 28, 2002; January
28, 2002; February 1, 2002; February 13, 2002; February 15, 2002; February
15, 2002; February 27, 2002; March 14, 2002; March 21, 2002; April 15,
2002; April 18, 2002; May 8, 2002; May 13, 2002; May 15, 2002; May 21,
2002; May 29, 2002; May 29, 2002; and June 4, 2002.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act, as amended, after the
date of this registration statement and prior to the filing of a post-effective
amendment which indicates that all securities offered by this registration
statement have been sold or which deregisters all securities then remaining
unsold, will be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents. Any
statement contained herein or in any document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed to constitute a
part of this registration statement, except as so modified or superseded.
Our financial statements were audited by Arthur Andersen LLP ("Andersen")
until recently when their engagement was terminated in light of the well
publicized problems at that firm. This Registration Statement incorporates by
reference financial statements that were audited by Andersen during their
engagement. Despite using all reasonable efforts, the Registrant has been unable
to obtain Andersen's written consent to incorporate by reference Andersen's
report on those audited financial statements. (The Registrant has been advised
that none of the individuals responsible for Andersen's audit of the
Registrant's financial statements continues to be associated with that firm.)
Andersen's consent, were it to be forthcoming, would entitle you to rely on the
report of Andersen issued with respect to the audit of the Registrant's
financial statements. Consequently, in its absence, it may be more difficult for
you to exercise any rights or claims you may have against Andersen arising under
the U.S. federal securities laws and relating to Andersen's audit of the
Registrant's financial statements.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware or
DGCL, provides that a Delaware corporation has the power, under specified
circumstances, to indemnify its directors, officers, employees, and agents.
Indemnification is allowed in connection with threatened, pending, or completed
actions, suits, or proceedings, whether civil, criminal, administrative, or
investigative, other than an action by or in right of the corporation, brought
against them by reason of the fact that they were or are directors, officers,
employees, or agents, for:
- expenses, judgments, and fines; and
- amounts paid in settlement actually and reasonably incurred in any action,
suit, or proceeding.
Article X of the Registrant's restated certificate of incorporation together
with Section 47 of its by-laws provide for indemnification of each person who is
or was made a party to any actual or threatened civil, criminal, administrative,
or investigative action, suit, or proceeding because:
- the person is or was an officer or director of the Registrant; or
- is a person who is or was serving at the request of the Registrant as a
director, officer, employee, or agent of another corporation or of a
partnership, joint venture trust, or other enterprise, including service
relating to employee benefit plans,
to the fullest extent permitted by the DGCL as it existed at the time the
indemnification provisions of the Registrant's restated certificate of
incorporation and the by-laws were adopted or as may be amended. Section 47 of
the Registrant's by-laws and Article X of its restated certificate of
incorporation expressly provide that they are not the exclusive methods of
indemnification.
Section 47 of the by-laws provides that the Registrant may maintain
insurance, at its own expense, to protect itself and any director, officer,
employee, or agent of the Registrant or of another entity against any expense,
liability, or loss. This insurance coverage may be maintained regardless of
whether the Registrant would have the power to indemnify the person against the
expense, liability, or loss under the DGCL.
Section 102(b)(7) of the DGCL provides that a certificate of incorporation
may contain a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director. However, that provision shall not eliminate or
limit the liability of a director:
- for any breach of the director's duty of loyalty to the corporation or its
stockholders;
- for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
- under Section 174 of the DGCL, relating to liability for unauthorized
acquisitions or redemptions of, or dividends on, capital stock; or
- for any transaction from which the director derived an improper personal
benefit.
Article XV of the Registrant's restated certificate of incorporation contains
this type of provision.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Restated Certificate of Incorporation of the Registrant filed with the
Secretary of State of Delaware on July 23, 1998 (incorporated by
reference to Exhibit 3(a) to the Registrant's Form 10-Q for the quarter
ended June 30, 1998 (File No. 1-03492)).
4.2 By-Laws of the Registrant revised effective May 16, 2000 (incorporated
by reference to Exhibit 3 to the Registrant's Form 10-Q for the quarter
ended June 30, 2000 (File No. 1-03492)).
4.3 Restated Rights Agreement dated as of December 1, 1996 between the
Registrant and ChaseMellon Shareholder Services, L.L.C. (incorporated
by reference to Exhibit 4.4 to the Registrant's Registration Statement
of Form 8-B dated December 12, 1996 (File No. 1-03492)).
5.1 Opinion of Bruce A. Metzinger, Senior Counsel and Assistant Secretary
of Halliburton, as to the legality of the securities being registered.
23.1 Consent of Bruce A. Metzinger (included in Exhibit 5.1).
3
23.2 The Registrant was unable to obtain the consent of Arthur Andersen LLP.
See information above in Part II, Item 3 under the heading
"Incorporation of Documents by Reference".
24.1 Powers of Attorney for the following directors:
Robert L. Crandall
Kenneth T. Derr
Charles J. DiBona
Lawrence S. Eagleburger
W. R. Howell
Ray L. Hunt
Aylwin B. Lewis
J. Landis Martin
Jay A. Precourt
Debra L. Reed
C. J. Silas
The Registrant will submit or has submitted the Plan and all amendments
thereto to the Internal Revenue Service ("IRS") in a timely manner and will make
all changes thereto required by the IRS in order to qualify the Plan.
Item 9. Undertakings.
The 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, as amended (the "1933 Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in the volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent not more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective 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 (1)(i) and (1)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for 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.
(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.
The undersigned Registrant hereby undertakes that for the purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 , as amended (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.
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Insofar as indemnification of liabilities arising under the 1933 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. 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on this the 24th day of June,
2002.
HALLIBURTON COMPANY
By: /s/ David J. Lesar
---------------------------------
David J. Lesar
Chairman of the Board, President
and Chief Executive Officer
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 dates indicated on June 24, 2002.
Signature Title
/s/ David J. Lesar
-------------------------------------------- Chairman of the Board, President
David J. Lesar and Chief Executive Officer
and Director
(Principal Executive Officer)
/s/ Douglas L. Foshee
-------------------------------------------- Executive Vice President
Douglas L. Foshee and Chief Financial Officer
(Principal Financial Officer)
/s/ R. Charles Muchmore, Jr.
-------------------------------------------- Vice President and Controller
R. Charles Muchmore, Jr. (Principal Accounting Officer)
* ROBERT L. CRANDALL Director
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Robert L. Crandall
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* KENNETH T. DERR Director
--------------------------------------------
Kenneth T. Derr
* CHARLES J. DIBONA Director
--------------------------------------------
Charles J. DiBona
* LAWRENCE S. EAGLEBURGER Director
--------------------------------------------
Lawrence S. Eagleburger
* W. R. HOWELL Director
--------------------------------------------
W. R. Howell
* RAY L. HUNT Director
--------------------------------------------
Ray L. Hunt
* AYLWIN B. LEWIS Director
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Aylwin B. Lewis
* J. LANDIS MARTIN Director
--------------------------------------------
J. Landis Martin
* JAY A. PRECOURT Director
--------------------------------------------
Jay A. Precourt
* DEBRA L. REED Director
--------------------------------------------
Debra L. Reed
* C. J. SILAS Director
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C. J. Silas
*By: /s/ Lester L. Coleman
----------------------------------------
Lester L. Coleman
Pursuant to
Power of Attorney
6
INDEX TO EXHIBITS
Exhibit
Number Description
4.1 Restated Certificate of Incorporation of the Registrant filed with the
Secretary of State of Delaware on July 23, 1998 (incorporated by
reference to Exhibit 3(a) to the Registrant's Form 10-Q for the
quarter ended June 30, 1998 (File No. 1-03492)).
4.2 By-Laws of the Registrant revised effective May 16, 2000 (incorporated
by reference to Exhibit 3 to the Registrant's Form 10-Q for the
quarter ended June 30, 2000 (File No. 1-03492)).
4.3 Restated Right Agreement dated as of December 1, 1996 between the
Registrant and ChaseMellon Shareholder Services, L.L.C. (incorporated
by reference to Exhibit 4.4 to the Registrant's Registration Statement
on Form 8-B dated December 12, 1996 (File No. 1-03492)).
5.1 Opinion of Bruce A. Metzinger, Senior Counsel and Assistant Secretary
of Halliburton, as to the legality of the securities being registered.
23.1 Consent of Bruce A. Metzinger (included in Exhibit 5.1).
23.2 The Registrant was unable to obtain the consent of Arthur Andersen
LLP. See information above in Part II, Item 3 under the heading
"Incorporation of Documents by Reference".
24.1 Powers of Attorney for the following directors:
Robert L. Crandall
Kenneth T. Derr
Charles J. DiBona
Lawrence S. Eagleburger
W. R. Howell
Ray L. Hunt
Aylwin B. Lewis
J. Landis Martin
Jay A. Precourt
Debra L. Reed
C. J. Silas