As filed with the Securities and Exchange Commission on April 12, 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 North Akard Street
Dallas, Texas 75201-3391
(Address of principal executive offices, including zip code)
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Halliburton Retirement and Savings Plan
(formerly Halliburton Profit Sharing and Savings Plan)
Brown & Root, Inc. Employees' Retirement and Savings Plan
Halliburton Savings Plan
(Full title of the plans)
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Lester L. Coleman
Executive Vice President and General Counsel
Halliburton Company
3600 Lincoln Plaza
500 North Akard Street
Dallas, Texas 75201-3391
(Name and address of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered(1) per share(2) price(2) registration fee
------------------------------- --------------------- --------------------- ----------------------- ------------------
Common Stock, $2.50 par value 15,000,000 shares $16.555 $248,325,000 $22,845.90
(including preferred
stock purchase rights)(3)
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(1) The offer and sale of a total of 1,000,000 shares of Common Stock
pursuant to the terms of the Halliburton Retirement and Savings Plan
(formerly the Halliburton Profit Sharing and Savings Plan) and the
Brown & Root, Inc. Employees' Retirement and Savings Plan was
previously registered on a Registration Statement on Form S-8
(Registration No. 333-83223). The offer and sale of a total of 100,000
shares of Common Stock pursuant to the Halliburton Savings Plan was
previously registered on a Registration Statement on Form S-8
(Registration No. 333-55747).
(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 April 5, 2002.
(3) Pursuant to Rule 416(c), this registration statement also covers an
indeterminate amount of interests in the plans named above.
EXPLANATORY NOTE
The assets of the Halliburton Retirement and Savings Plan (the "R&S
Plan"), the Brown & Root, Inc. Employees' Retirement and Savings Plan (the "B&R
Plan") and the Halliburton Savings Plan (the "Savings Plan" and, together with
the R&S Plan and B&R Plan, the "Plans") are held in the Halliburton Company
Employee Benefit Master Trust (the "Master Trust").
The assets of the Master Trust are segregated into eleven funds in
which the Plans may participate. One of the investment funds invests primarily
in the common stock of Halliburton Company (the "Registrant"). The combination
of the Plans' assets is only for investment purposes, and each Plan continues to
be operated under its current plan document. All investments of the Master Trust
are held by State Street Bank and Trust Company, as trustee of the Master Trust
and as trustee of each of the Plans.
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 "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), by the Registrant, the R&S Plan, the
B&R Plan or the Savings Plan 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 fiscal year
ended December 31, 2001;
(c) the Registrant's Current Reports on Form 8-K filed with the
Commission on January 4, 2002; January 8, 2002; January 28,
2002(2); February 1, 2002; February 13, 2002; February 15, 2002
(2); February 27, 2002; March 14, 2002; and March 21, 2002;
(d) the R&S Plan's Annual Report on Form 11-K for the fiscal year
ended December 31, 2000;
(e) the B&R Plan's Annual Report on Form 11-K for the fiscal year
ended December 31, 2000; and
(f) the Savings Plan's Annual Report on Form 11-K for the fiscal
year ended December 31, 2000.
All documents filed by the Registrant or any of the Plans pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
effective date of this registration statement, prior to the filing of a
post-effective amendment to this registration statement indicating that all
securities offered hereby have been sold or deregistering all securities then
remaining unsold, shall be deemed to be incorporated by reference herein 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 herein 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.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
The consolidated financial statements included in the Registrant's
Annual Report on Form 10-K incorporated herein by reference have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
reports.
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Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL") provides that a Delaware corporation has the power, under specified
circumstances, to indemnify its directors, officers, employees and agents 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 such directors, officers, employees or agents, against
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred in any such 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 such 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 By-Laws
were adopted or as may be thereafter 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 any other entity against any expense,
liability or loss, regardless of whether the Registrant would have the power to
indemnify such person against such 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, provided that such provision
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. Article XV of the Registrant's Restated Certificate
of Incorporation contains such a provision.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Registrant with the Commission, each of the following
exhibits is filed herewith:
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 on Form 8-B dated
December 12, 1996 (File No. 1-03492)).
23.1 - Consent of Arthur Andersen LLP.
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24.1 - Powers of Attorney for the following directors:
Lord Clitheroe
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 Plans 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
Plans.
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:
(a) to include any prospectus required by Section 10(a)(3) of
the Securities Act;
(b) 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; and
(c) 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)(a) and (1)(b) 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 Exchange Act that are incorporated by
reference in this registration statement;
(2) that, for the purpose of determining any liability under the
Securities 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;
(4) that, for the 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 each filing of a Plan's
annual report pursuant to Section 15(d) of the Exchange Act that is incorporated
by reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(5) insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
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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 Securities Act and
is, therefore, unenforceable. If 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 Securities 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 Dallas, State of Texas, on the 10th day of April,
2002.
HALLIBURTON COMPANY
By: /s/David J. Lesar
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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 below by the following persons in the
capacities indicated on the 10th day of April, 2002.
Signature Title
/s/ David J. Lesar
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David J. Lesar Chairman of the Board, President, Chief Executive
Officer and Director (Principal Executive Officer)
/s/ Douglas L. Foshee
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Douglas L. Foshee Executive Vice President and Chief Financial
Officer (Principal Financial Officer)
/s/ R. Charles Muchmore, Jr.
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R. Charles Muchmore, Jr. Vice President and Controller
(Principal Accounting Officer)
* Lord Clitheroe
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Lord Clitheroe Director
* Robert L. Crandall
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Robert L. Crandall Director
* Kenneth T. Derr
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Kenneth T. Derr Director
* Charles J. DiBona
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Charles J. DiBona Director
* Lawrence S. Eagleburger
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Lawrence S. Eagleburger Director
* W.R. Howell
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W.R. Howell Director
* Ray L. Hunt
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Ray L. Hunt Director
* Aylwin B. Lewis
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Aylwin B. Lewis Director
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Signature Title
* J. Landis Martin
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J. Landis Martin Director
* Jay A. Precourt
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Jay A. Precourt Director
* Debra L. Reed
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Debra L. Reed Director
* C. J. Silas
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C. J. Silas Director
* By: /s/ Susan S. Keith
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Susan S. Keith
Pursuant to Power of Attorney
Pursuant to the requirements of the Securities Act of 1933, the R&S
Plan, the B&R Plan and the Savings Plan have duly caused this registration
statement to be signed on their behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on the 10th day of April,
2002.
HALLIBURTON RETIREMENT AND
SAVINGS PLAN
By: /s/ Margaret E. Carriere
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Margaret E. Carriere
Chairperson of the Halliburton
Company Benefits Committee
BROWN & ROOT, INC. EMPLOYEES'
RETIREMENT AND SAVINGS PLAN
By: /s/ Margaret E. Carriere
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Margaret E. Carriere
Chairperson of the Halliburton
Company Benefits Committee
HALLIBURTON SAVINGS PLAN
By: /s/ Margaret E. Carriere
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Margaret E. Carriere
Chairperson of the Halliburton
Company Benefits Committee
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EXHIBIT INDEX
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 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 on Form 8-B dated December 12, 1996
(File No. 1-03492)).
23.1 Consent of Arthur Andersen LLP.
24.1 Powers of Attorney for the following directors:
Lord Clitheroe
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