As filed with the Securities and Exchange Commission on September 28 , 2004
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________
BOOTS & COOTS INTERNATIONAL
WELL CONTROL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 11-2908692
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
11615 NORTH HOUSTON ROSSLYN 77086
HOUSTON, TEXAS (Zip Code)
(Address of Principal Executive Offices)
________
BOOTS & COOTS INTERNATIONAL
WELL CONTROL, INC.
NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
________
BRIAN KEITH Copy to:
Corporate Secretary WILLIAM T. HELLER IV
11615 N. Houston Rosslyn Thompson & Knight LLP
Houston, Texas 77086 333 Clay Street, Suite 3300
(Name and address of agent for service) Houston, Texas 77002
(713) 654-8111
(281) 931-8884
(Telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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TITLE OF AMOUNT PROPOSED MAXIMUM PROPOSED AMOUNT OF
SECURITIES TO TO BE OFFERING PRICE MAXIMUM AGGREGATE REGISTRATION FEE
BE REGISTERED REGISTERED (1) PER SHARE (2) OFFERING PRICE (2)
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Common Stock, 600,000 $ 0.79 $ 474,000 $ 60.06
$.00001 par value shares (2)
per share
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(1) Pursuant to Rule 416 under the Securities Act, shares issuable upon any stock split,
stock dividend or similar transaction with respect to these shares are also being
registered hereunder.
(2) Estimated solely for the purpose of determining the registration fee pursuant to Rules
457(c) and 457(h) under the Securities Act of 1933, as amended (the "Securities Act"),
on the basis of the average of the high and low sales prices of the Common Stock
reported on the American Stock Exchange on September 27, 2004.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
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Item 2. Registrant Information and Employee Plan Annual Information.*
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* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933 and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents have been filed by the Registrant with the
Securities and Exchange Commission and are incorporated by reference in this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2003, filed March 30, 2004.
(b) The following reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the
end of the fiscal year ended December 31, 2003, filed on March 30, 2004:
(i) the Registrant's Quarterly Report on Form 10-Q, filed on May 17, 2004;
(ii) the Registrant's Quarterly Report on Form 10-Q, filed on August 16,
2004; and
(iii) the Registrant's Current Report on Form 8-K, filed on August 24, 2004.
(c) The description of the common stock, par value $.00001 per share (the
"Common Stock"), of the Registrant set forth as Item 1 of the Registrant's
registration statement on Form 8-A filed January 22, 1998 and on Form 8-A
filed December 5, 2001, pursuant to Section 12 of the Exchange Act,
including any amendment or report filed for the purpose of updating such
information.
In addition, all documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and 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 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 statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement. Upon the written or oral request of any person to whom
a copy of this Registration Statement has been delivered, the Company will
provide without charge to such person a copy of any and all documents (excluding
exhibits thereto unless such exhibits are specifically incorporated by reference
into such documents) that have been incorporated by reference into this
Registration Statement but not delivered herewith. Requests for such documents
should be addressed to: Boots & Coots International Well Control, Inc., 11615
North Houston Rosslyn, Houston, Texas 77086, Attention: Corporate Secretary,
(281) 931-8884.
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Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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The Registrant is incorporated in the State of Delaware. Under Section 145
of the Delaware General Corporation Law (the "DGCL"), a Delaware corporation has
the power to indemnify its directors, officers, employees and agents in
connection with actions, suits or proceedings brought against them by a third
party or on behalf of the corporation, by reason of the fact that they were or
are such directors, officers, employees or agents, against expenses and
liabilities incurred in any such action, suit or proceedings so long as they
acted in good faith and in a manner that they reasonably believed to be in, or
not opposed to, the best interests of such corporation, and, with respect to any
criminal action, so long as they had no reasonable cause to believe their
conduct was unlawful. With respect to suits by or on behalf of the corporation,
however, indemnification is generally limited to attorneys' fees and other
expenses and is not available if such person is adjudged to be liable to such
corporation unless the court determines that indemnification is appropriate.
Article VIII of the Registrant's By-Laws provides for mandatory indemnification
of directors and officers to the fullest extent permitted by Section 145 of the
DGCL.
A Delaware corporation also has the power to purchase and maintain
insurance for its directors, officers, employees and agents. The directors and
officers of the Registrant are covered by an insurance policy indemnifying them
against certain liabilities, including certain liabilities arising under the
Securities Act of 1933, which might be incurred by them in such capacities and
against which they might not be indemnified by the Registrant.
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 provided that such provisions shall not
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL (relating to
liability for unauthorized acquisitions or redemptions of, or dividends on,
capital stock) or (iv) for any transaction from which the director derived an
improper personal benefit. The Registrant's Amended and Restated Certificate of
Incorporation contains such a provision.
The above discussion of the Registrant's Amended and Restated Certificate
of Incorporation and By-Laws and Section 102(b)(7) and 145 of the DGCL is not
intended to be exhaustive and is qualified in its entirety by the Registrant's
Amended and Restated Certificate of Incorporation, By-Laws and the DGCL.
Item 7. Exemption from Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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In addition to the exhibits incorporated herein by reference, the following
documents are filed as exhibits to this Registration Statement:
4.1 Boots & Coots International Well Control, Inc. Nonemployee
Director Stock Option Plan , as amended, dated April 27, 2004
5.1 Opinion of Thompson & Knight LLP, regarding 600,000 shares of
Common Stock
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23.1 Consent of UHY Mann Frankfort Stein & Lipp CPAs, LLP
23.2 Consent of counsel (included in the opinion of Thompson & Knight
LLP, filed herewith as Exhibit 5.1)
24.1 Power of Attorney (included on the signature page of this
Registration Statement)
Item 9. Undertakings.
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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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in 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 no 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; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
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 by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this 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.
(4) 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
annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this 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.
(5) 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 foregoing
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provisions, 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.
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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 Houston, State of Texas, on September 28 , 2004.
BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.
By: /s/ Jerry Winchester
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Jerry Winchester
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. The undersigned persons hereby
constitute and appoint Jerry Winchester and Brian Keith, or either of them, as
their true and lawful attorneys-in-fact with full power to execute in their
names and on their behalf, in the capacities indicated below, any and all
amendments to this Registration Statement filed with the Securities and Exchange
Commission and hereby ratify and confirm all that such attorneys-in-fact shall
lawfully do or cause to be done by virtue hereof.
Signature Capacity in Which Signed Date
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/s/Jerry Winchester Chief Executive Officer and Director September 28 , 2004
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Jerry Winchester
/s/Kevin Johnson Principal Accounting Officer September 28 , 2004
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Kevin Johnson
/s/K. Kirk Krist Chairman of the Board September 28 , 2004
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K. Kirk Krist
/s/W. Richard Anderson Director September 28 , 2004
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W. Richard Anderson
/s/Robert S. Herlin Director September 28 , 2004
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Robert S. Herlin
/s/E. J. DiPaolo Director September 28 , 2004
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E. J. DiPaolo
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INDEX TO EXHIBITS
Exhibit Number Exhibit
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4.1 Boots & Coots International Well Control, Inc. Nonemployee
Director Stock Option Plan, as amended, dated April 27, 2004
5.1 Opinion of Thompson & Knight LLP, regarding 600,000 shares
of Common Stock
23.1 Consent of UHY Mann Frankfort Stein & Lipp CPAs, LLP
23.2 Consent of counsel (included in the opinion of Thompson &
Knight LLP, filed herewith as Exhibit 5.1)
24.1 Power of Attorney (included on the signature page of this
Registration Statement)
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