Registration No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
Form S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
------------------------
Halliburton Company
(Exact name of issuer as specified in its charter)
Delaware 73-0271280
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
HALLIBURTON COMPANY
3600 Lincoln Plaza
500 N. Akard St.
Dallas, Texas 75201
(Address of principal executive offices)
HALLIBURTON COMPANY
1993 STOCK AND LONG-TERM INCENTIVE PLAN
(Full title of the plan)
LESTER L. COLEMAN
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
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
===============================================================================================================
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of Securities to be price offering registration
to be registered registered per share price fee
- ---------------------------------------------------------------------------------------------------------------
Common Stock, $2.50 par value (including
Preferred Stock Purchase Rights) 5,355,900 shares(1) $40.25(2) $146,320,213(3) $60,412.21
===============================================================================================================
(1) Also registered hereby are such additional and indeterminable number of
shares (including Preferred Stock Purchase Rights "Rights") as may become
issuable because of provisions of the Plan relating to adjustments for changes
resulting from stock splits, stock dividends and similar changes.
(2) The maximum offering price per share of shares subject to stock options
heretofore granted. The offering price per share of shares subject to future
grants will be determined by reference to the market price of the stock when the
options are granted.
(3) Estimated solely for the purpose of calculating the registration fee on the
basis of (i) with respect to 1,028,500, the prices at which the outstanding
options may be exercised and (ii) with respect to 4,327,400 shares which may be
issued pursuant to restricted stock, stock option, stock appreciation rights and
performance shares awards in the future, the average of the high and low prices
of the Common Stock of the Company reported in the consolidated reporting system
on July 28, 1994.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents, heretofore filed with the SEC by the Company
pursuant to the Exchange Act, are incorporated herein by reference.
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1993;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1994, June 30, 1994 and the Company's Current Reports on
Form 8-K dated January 14, 1994, May 2, 1994, May 17, 1994, June 21, 1994,
June 29, 1994, July 11, 1994, July 21, 1994, July 26,1994 and July 28,
1994; and
(c) The description of the Common Stock contained in the
Registration Statement on Form 10 dated August 26, 1948, as amended by
Form 8 dated July 7, 1988 and the description of the Company's Preferred
Stock Purchase Rights contained in the Registration Statement on Form 8-A
dated May 20, 1986, as amended by Form 8 dated February 23, 1990.
All documents subsequently filed by the Company 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 which indicates that all securities
offered hereby 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 date of filing of such
documents.
II-1
Item 4. Description of Securities. Not applicable.
Item 5. Interests of Named Experts and Counsel. Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") generally gives a corporation the power to indemnify any of its
officers or directors against certain expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with certain
threatened, pending or completed actions, suits or proceedings provided
generally that such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the interests of the corporation, and,
with respect to any criminal action or proceeding, had no reason to believe
his conduct was unlawful. In addition, Section 141 of the DGCL contains
provisions to the general effect that any director shall in the performance of
his duties be fully protected in relying in good faith upon the books of
account or records of the corporation or reports or statements prepared by an
official of the corporation and Section 174 of the DGCL provides that any
director may exonerate himself from liability for any improper act or
resolution of the Board of Directors with respect to dividends by duly
recording or publishing his dissent thereto.
Article Eleventh of the registrant's Certificate of Incorporation, as
amended, traces substantially all of the language of the DGCL referred to
above. Such Article provides that the registrant shall indemnify officers,
directors, employees and agents of the registrant in those instances and under
circumstances where indemnification is authorized under said statute.
Provisions of the registrant's By-laws also provide generally that while
serving as a director or officer of the registrant such director or officer
shall be indemnified and held harmless to the fullest extent authorized by the
DGCL, as the same exists or as it may hereafter be amended.
The registrant has entered into indemnification agreements with each of
its directors which provide for indemnification as permitted by the DGCL, and
provide that the registrant will pay certain expenses incurred by a director in
connection with any threatened, pending or completed action, suit or
proceeding, whether criminal or civil, where the director's involvement is by
reason of the fact that he is or was a director of the registrant. Such
amounts include attorneys' fees and other expenses customarily incurred in
connection with legal proceedings and, in the case of proceedings other than
actions by or in the name of the registrant, judgments, fines, penalties and
amounts paid in settlement actually and reasonably incurred. A director will
be entitled to indemnification under such agreements if he acted in good faith
and in a manner which he reasonably believed was in, or not opposed to, the
best interests of the registrant, and with respect to any criminal proceeding,
had no reason to believe his conduct was unlawful.
Article Sixteenth of the registrant's Certificate of Incorporation, as
amended, generally provides that a director of the registrant shall not be
liable to the registrant or its stockholders for monetary damages except for
any matter under Section 174 of the DGCL or any amendment thereto or by reason
that, in addition to any and all other requirements for such liability, such
director (i) shall have breached the duty of loyalty to the registrant or its
stockholders, (ii) in acting or failing to act, shall not have acted in good
faith or shall have acted in a manner involving intentional misconduct or a
knowing violation of law or (iii) shall have derived an improper personal
benefit.
The registrant provides liability insurance for its directors and
officers for certain losses arising from claims or charges which may be made
against them while acting in their capacities as directors or officers of the
Company.
For a statement of the registrant's undertakings with respect to
indemnification of directors and officers, see Item 9 below.
II-2
Item 7. Exemption from Registration. Not applicable.
Item 8. Exhibits.
4.1 Composite Certificate of Incorporation filed May 26, 1987 with the
Secretary of State of the State of Delaware and that certain Certificate
of Designations, Rights and Preferences related to the authorization of
the Company's Junior Participating Preferred Stock, Series A
(incorporated by reference to Exhibit 4(d) to the Company's Registration
Statement on Form S-3 (File No. 33-38394) originally filed with the SEC
on December 21, 1990).
4.2 Amended and Restated Rights Agreement dated as of February 15, 1990,
between the Company and NCNB Texas National Bank, as Rights Agent, which
includes the form of Right Certificate as Exhibit A (incorporated by
reference to Exhibit 1 to the company's Form 8 dated as of February 23,
1990 to the Company's Registration Statement on Form 8-A dated May 20,
1986).
4.3 Form of agreement sent to optionees setting forth the terms and
conditions of stock options, as last revised.
4.4 Form of agreement sent to restricted stock awardees setting forth the
terms and conditions of restricted stock awards, as last revised.
5 Opinion of Vinson & Elkins L.L.P. as to the legality of the securities
being registered.
23.1 Consent of Arthur Andersen & Co.
23.2 Consent of Vinson & Elkins L.L.P. included in the opinion filed as
Exhibit 5 to this registration statement.
24 Power of attorney authorizing certain officers to sign this registration
statement and amendments thereto on behalf of directors.
II-3
Item 9. S-K Item 512 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;
(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) do not
apply if the registration statement is on Form S-3 or Form S-8 and 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.
II-4
(h) 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 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.
II-5
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 Dallas, State of Texas, on this the
2nd day of August 1994.
HALLIBURTON COMPANY
By /s/ THOMAS H. CRUIKSHANK
-------------------------------
Thomas H. Cruikshank
Chairman of the Board 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.
Signature Title Date
--------- ----- ----
/s/ THOMAS H. CRUIKSHANK Chairman of the Board and Chief August 2, 1994
- -------------------------- Executive Officer and Director
Thomas H. Cruikshank (Principal Executive Officer)
/s/ JERRY H. BLURTON Vice President -- Finance August 2, 1994
- -------------------------- (Principal Financial Officer)
Jerry H. Blurton
/s/ SCOTT R. WILLIS Controller (Principal Accounting August 2, 1994
- -------------------------- Officer)
Scott R. Willis
* ANNE L. ARMSTRONG Director August 2, 1994
- --------------------------
Anne L. Armstrong
* ROBERT W. CAMPBELL Director August 2, 1994
- --------------------------
Robert W. Campbell
* LORD CLITHEROE Director August 2, 1994
- --------------------------
Lord Clitheroe
* ROBERT L. CRANDALL Director August 2, 1994
- --------------------------
Robert L. Crandall
II-6
Signature Title Date
--------- ----- ----
* W.R. HOWELL Director August 2, 1994
- --------------------------
W.R. Howell
* DALE P. JONES Director August 2, 1994
- --------------------------
Dale P. Jones
* C. J. SILAS Director August 2, 1994
- --------------------------
C. J. Silas
* ROGER T. STAUBACH Director August 2, 1994
- --------------------------
Roger T. Staubach
* RICHARD J. STEGEMEIER Director August 2, 1994
- --------------------------
Richard J. Stegemeier
* E. L. WILLIAMSON Director August 2, 1994
- --------------------------
E. L. Williamson
*By:
----------------------
Susan S. Keith
Pursuant to
Power of Attorney
Date: August 2, 1994
Powers of attorney authorizing Susan S. Keith to sign the registration
statement and amendments thereto on behalf of the above named directors are
filed with the registration statement.
II-7
INDEX TO EXHIBITS
Exhibit No. Description
- ---------- -----------
4.1 Composite Certificate of Incorporation filed May 26, 1987 with the
Secretary of State of the State of Delaware and that certain Certificate
of Designations, Rights and Preferences related to the authorization of
the Company's Junior Participating Preferred Stock, Series A
(incorporated by reference to Exhibit 4(d) to the Company's Registration
Statement on Form S-3 (File No. 33-38394) originally filed with the SEC
on December 21, 1990).
4.2 Amended and Restated Rights Agreement dated as of February 15, 1990,
between the Company and NCNB Texas National Bank, as Rights Agent, which
includes the form of Right Certificate as Exhibit A (incorporated by
reference to Exhibit 1 to the company's Form 8 dated as of February 23,
1990 to the Company's Registration Statement on Form 8-A dated May 20,
1986).
4.3 Form of agreement sent to optionees setting forth the terms and
conditions of stock options, as last revised.
4.4 Form of agreement sent to restricted stock awardees setting forth the
terms and conditions of restricted stock awards, as last revised.
5 Opinion of Vinson & Elkins L.L.P. as to the legality of the securities
being registered.
23.1 Consent of Arthur Andersen & Co.
23.2 Consent of Vinson & Elkins L.L.P. included in the opinion filed as
Exhibit 5 to this registration statement.
24 Power of attorney authorizing certain officers to sign this registration
statement and amendments thereto on behalf of directors.
Exhibit 4.3
NONSTATUTORY STOCK OPTION AGREEMENT
AGREEMENT made as of the ___ day of _________, 1994, between HALLIBURTON
COMPANY, a Delaware corporation (the "Company"), and ______________
("Employee").
To carry out the purposes of the HALLIBURTON COMPANY 1993 STOCK AND
LONG-TERM INCENTIVE PLAN (the "Plan"), by affording Employee the opportunity to
purchase shares of common stock, par value $2.50 per share, of the Company
("Stock"), and in consideration of the mutual agreements and other matters
set forth herein and in the Plan, the Company and Employee hereby agree as
follows:
1. Grant of Option. The Company hereby irrevocably grants to Employee
---------------
the right and option ("Option") to purchase all or any part of an aggregate of
______________shares of Stock, on the terms and conditions set forth herein
and in the Plan, which Plan is incorporated herein by reference as a part of
this Agreement. This Option shall not be treated as an incentive stock option
within the meaning of section 422(b) of the Internal Revenue Code of 1986,
amended (the "Code").
2. Purchase Price. The purchase price of Stock purchased pursuant
--------------
to the exercise of this Option shall be $__________ per share, which has been
determined to be not less than the fair market value of the Stock at the date
of grant of this Option. For all purposes of this Agreement, fair market value
of Stock shall be determined in accordance with the provisions of the Plan.
3. Exercise of Option. Subject to the earlier expiration of this
------------------
Option as herein provided, this Option may be exercised, by written notice to
the Company at its principal executive office addressed to the attention of
its Vice President-Legal, at any time and from time to time after the date of
grant hereof, but, except as otherwise provided below, this Option shall not
be exercisable for more than a percentage of the aggregate number of shares
offered by this Option determined by the number of full years from the date of
grant hereof to the date of such exercise, in accordance with the following
schedule:
Percentage of Shares
Number of Full Years That May be Purchased
-------------------- ---------------------
Less than 1 year 0%
1 year 33 1/3%
2 years 67%
3 years 100%
This Option is not transferable by Employee otherwise than by will or the
laws of descent and distribution, and may be exercised only by Employee during
Employee's lifetime. This Option may be exercised only while Employee remains
an employee of the Company, subject to the following exceptions:
(a) If Employee's employment with the Company terminates by reason
of disability (disability being defined as being physically or mentally
incapable of performing either the Employee's usual duties as an Employee
or any other duties as an Employee that the Company reasonably makes
available and such condition is likely to remain continuously and
permanently, as determined by the Committee), this Option may be
exercised in full by Employee (or Employee's estate or the person who
acquires this Option by will or the laws of descent and distribution or
otherwise by reason of the death of Employee) at any time during the
period of three years following such termination.
(b) If Employee dies while in the employ of the Company, Employee's
estate, or the person who acquires this Option by will or the laws of
descent and distribution or otherwise by reason of the death of Employee,
may exercise this Option in full at any time during the period of three
years following the date of Employee's death.
(c) If Employee's employment with the Company terminates by reason of
normal retirement at or after age 65 or early retirement with consent of
the Committee, this Option may be exercised in full by Employee at any
time during the period of three years following such termination, or by
Employee's estate (or the person who acquires this Option by will or the
laws of descent and distribution or otherwise by reason of the death of
the Employee) during the remainder of such three year period following
such termination, if Employee dies during such three year period.
(d) If Employee's employment with the Company terminates for any
reason other than those set forth in subparagraphs (a) through (c) above,
this Option may be exercised by Employee at any time during the period of
30 days following such termination, or by Employee's estate (or the
person who acquires this Option by will or the laws of descent and
distribution or otherwise by reason of the death of the Employee) during
a period of 6 months following Employee's death if Employee dies during
such 30 day period, but in each case only as to the number of shares
Employee was entitled to purchase hereunder upon exercise of this Option
as of the date Employee's employment so terminates.
This Option shall not be exercisable in any event prior to the expiration
of six months from the date of grant hereof or after the expiration of ten
years from the date of grant hereof notwithstanding anything hereinabove
contained. The purchase price of shares as to which this Option is exercised
shall be paid in full at the time of exercise (a) in cash (including check,
bank draft or money order payable to the order of the Company), (b) by
delivering to the Company shares of Stock having a fair market value equal to
the purchase price, or (c) by a combination
2
of cash or Stock. No fraction of a share of Stock shall be issued by the
Company upon exercise of an Option or accepted by the Company in payment of
the purchase price thereof; rather, Employee shall provide a cash payment for
such amount as is necessary to effect the issuance and acceptance of only
whole shares of Stock. Unless and until a certificate or certificates
representing such shares shall have been issued by the Company to Employee,
Employee (or the person permitted to exercise this Option in the event of
Employee's death) shall not be or have any of the rights or privileges of a
shareholder of the Company with respect to shares acquirable upon an exercise
of this Option.
4. Withholding of Tax. To the extent that the exercise of this Option
------------------
or the disposition of shares of Stock acquired by exercise of this Option
results in compensation income to Employee for federal or state income tax
purposes, Employee shall deliver to the Company at the time of such exercise
or disposition such amount of money or shares of Stock as the Company may
require to meet its withholding obligation under applicable tax laws or
regulations, and, if Employee fails to do so, the Company is authorized to
withhold from any cash or Stock remuneration then or thereafter payable to
Employee any tax required to be withheld by reason of such resulting
compensation income. Upon an exercise of this Option, the Company is further
authorized in its discretion to satisfy any such withholding requirement out
of any cash or shares of Stock distributable to Employee upon such exercise.
5. Status of Stock. The Company intends to register for issuance under
---------------
the Securities Act of 1933, as amended (the "Act") the shares of Stock
acquirable upon exercise of this Option, and to keep such registration
effective throughout the period this option is exercisable. In the absence of
such effective registration or an available exemption from registration under
the Act, issuance of shares of Stock acquirable upon exercise of this Option
will be delayed until registration of such shares is effective or an exemption
from registration under the Act is available. The Company intends to use its
best efforts to ensure that no such delay will occur. In the event exemption
from registration under the Act is available upon an exercise of this Option,
Employee (or the person permitted to exercise this Option in the event of
Employee's death or incapacity), if requested by the Company to do so, will
execute and deliver to the Company in writing an agreement containing such
provisions as the Company may require to assure compliance with applicable
securities laws.
Employee agrees that the shares of Stock which Employee may acquire by
exercising this Option will not be sold or otherwise disposed of in any manner
which would constitute a violation of any applicable securities laws, whether
federal or state. Employee also agrees (i) that the certificates representing
the shares of Stock purchased under this Option may bear such legend or
legends as the Committee deems appropriate in order to assure compliance with
applicable securities laws, (ii) that the Company may refuse to register the
transfer of the shares of Stock purchased under this Option on the stock
transfer records of the Company if such proposed transfer would in the opinion
of counsel satisfactory to the Company constitute a violation of any
applicable securities law and (iii) that the Company may give related
instructions to its transfer
3
agent, if any, to stop registration of the transfer of the shares of Stock
purchased under this Option.
6. Employment Relationship. For purposes of this Agreement, Employee
-----------------------
shall be considered to be in the employment of the Company as long as Employee
remains an employee of either the Company, a parent or subsidiary corporation
(as defined in section 424 of the Code) of the Company, or a corporation or a
parent or subsidiary of such corporation assuming or substituting a new option
for this Option. Any question as to whether and when there has been a
termination of such employment, and the cause of such termination, shall be
determined by the Committee, and its determination shall be final.
7. Binding Effect. This Agreement shall be binding upon and inure to the
--------------
benefit of any successors to the Company and all persons lawfully claiming
under Employee.
8. Governing Law. This Agreement shall be governed by, and construed in
-------------
accordance with, the laws of the State of Texas.
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed by its officer thereunto duly authorized, and Employee has executed
this Agreement, all as of the day and year first above written.
HALLIBURTON COMPANY
By: __________________________
Thomas H. Cruikshank
Chairman of the Board and
Chief Executive Officer
______________________________
4
Please furnish the following information for shareholder records:
- ------------------------------------ ------------------------------------
(Given name and initial must be used Social Security Number
for stock registry) (if applicable)
- ------------------------------------ ------------------------------------
Birthdate
Month/Day/Year
- ------------------------------------ ------------------------------------
Name of Employer
- ------------------------------------ ------------------------------------
Address (Zip Code) Day phone number
United States Citizen: Yes No
--- ---
PROMPTLY NOTIFY THE VICE PRESIDENT-LEGAL
OF HALLIBURTON COMPANY OF ANY CHANGE IN ADDRESS.
5
Exhibit 4.4
RESTRICTED STOCK AGREEMENT
AGREEMENT made as of the ___ day of ______, 1994, between HALLIBURTON
COMPANY, a Delaware corporation (the "Company"), and ____________________
("Employee").
1. Award.
-----
(a) Shares. Pursuant to the Halliburton Company 1993 Stock and
------
Long-Term Incentive Plan (the "Plan"), _____________ shares (the "Restricted
Shares") of the Company's common stock, par value $2.50 per share ("Stock"),
shall be issued as hereinafter provided in Employee's name subject to certain
restrictions thereon.
(b) Issuance of Restricted Shares. The Restricted Shares shall be
-----------------------------
issued upon acceptance hereof by Employee and upon satisfaction of the
conditions of this Agreement.
(c) Plan Incorporated. Employee acknowledges receipt of a copy of
-----------------
the Plan, and agrees that this award of Restricted Shares shall be subject to
all of the terms and conditions set forth in the Plan, including future
amendments thereto, if any, pursuant to the terms thereof, which Plan is
incorporated herein by reference as a part of this Agreement.
2. Restricted Shares. Employee hereby accepts the Restricted Shares
-----------------
when issued and agrees with respect thereto as follows:
(a) Forfeiture Restrictions. The Restricted Shares may not be
-----------------------
sold, assigned, pledged, exchanged, hypothecated or otherwise transferred,
encumbered or disposed of to the extent then subject to the Forfeiture
Restrictions (as hereinafter defined), and in the event of termination of
Employee's employment with the Company or employing subsidiary for any reason
other than (i) normal retirement on or after age sixty-five, (ii) death or
(iii) disability (as determined by the Committee which administers the Plan
(the "Committee")), or except as otherwise provided in the last sentence of
subparagraph (b) of this Paragraph 2, Employee shall, for no consideration,
forfeit to the Company all Restricted Shares to the extent then subject to the
Forfeiture Restrictions. The prohibition against transfer and the obligation
to forfeit and surrender Restricted Shares to the Company upon termination of
employment are herein referred to as "Forfeiture Restrictions." The Forfeiture
Restrictions shall be binding upon and enforceable against any transferee of
Restricted Shares.
(b) Lapse of Forfeiture Restrictions. The Forfeiture Restrictions
--------------------------------
shall lapse as to the Restricted Shares in accordance with the following
schedule provided that Employee has been continuously employed by the Company
from the date of this Agreement through the lapse date:
Percentage of Total
Number of Restricted Shares
as to Which Forfeiture
Lapse Date Restrictions Lapse
- ---------- -------------------------
First Anniversary of the
date of this Agreement 10%
Second Anniversary of the
date of this Agreement 10%
Third Anniversary of the
date of this Agreement 10%
Fourth Anniversary of the
date of this Agreement 10%
Fifth Anniversary of the
date of this Agreement 10%
Sixth Anniversary of the
date of this Agreement 10%
Seventh Anniversary of the
date of this Agreement 10%
Eighth Anniversary of the
date of this Agreement 10%
Ninth Anniversary of the
date of this Agreement 10%
Tenth Anniversary of the
date of this Agreement 10%
Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to
all of the Restricted Shares on the earlier of (i) the occurrence of a
Corporate Change (as such term is defined in the Plan), or (ii) the date
Employee's employment with the Company is terminated by reason of
2
death, disability (as determined by the Committee) or normal retirement on or
after age sixty-five. In the event Employee's employment is terminated for any
other reason, including retirement prior to age sixty-five with the approval
of the Company or employing subsidiary, the Committee may, in its sole
discretion, approve the lapse of Forfeiture Restrictions as to any or all
Restricted Shares still subject to such restrictions, such lapse to be
effective on the date of the Committee's approval or Employee's termination
date, if later.
(c) Certificates. A certificate evidencing the Restricted Shares
------------
shall be issued by the Company in Employee's name, or at the option of the
Company, in the name of a nominee of the Company, pursuant to which Employee
shall have voting rights and shall be entitled to receive all dividends unless
and until the Restricted Shares are forfeited pursuant to the provisions of
this Agreement. The certificate shall bear a legend as determined by the
Committee evidencing the nature of the Restricted Shares, and the Company may
cause the certificate to be delivered upon issuance to the Secretary of the
Company or to such other depository as may be designated by the Committee as a
depository for safekeeping until the forfeiture occurs or the Forfeiture
Restrictions lapse pursuant to the terms of the Plan and this award. Upon
request of the Committee, Employee shall deliver to the Company a stock power,
endorsed in blank, relating to the Restricted Shares then subject to the
Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without
forfeiture, The Company shall cause a new certificate or certificates to be
issued without legend in the name of Employee for the shares upon which
Forfeiture Restrictions lapsed. Notwithstanding any other provisions of this
Agreement, the issuance or delivery of any shares of Stock (whether subject to
restrictions or unrestricted) may be postponed for such period as may be
required to comply with applicable requirements of any national securities
exchange or any requirements under any law or regulation applicable to the
issuance or delivery of such shares. The Company shall not be obligated to
issue or deliver any shares of Stock if the issuance or delivery thereof shall
constitute a violation of any provision of any law or of any regulation of
any governmental authority or any national securities exchange.
3. Withholding of Tax. To the extent that the receipt of the
------------------
Restricted Shares or the lapse of any Forfeiture Restrictions results in
income to Employee for federal or state income tax purposes, Employee shall
deliver to the Company at the time of such receipt or lapse, as the case may
be, such amount of money or, if the Committee so determines, shares of
unrestricted Stock as the Company may require to meet its withholding
obligation under applicable tax laws or regulations, and, if Employee fails to
do so, the Company is authorized to withhold from any cash or Stock
remuneration then or thereafter payable to Employee any tax required to be
withheld by reason of such resulting compensation income.
4. Status of Stock. Employee agrees that the Restricted Shares will
---------------
not be sold or otherwise disposed of in any manner which would constitute a
violation of any applicable federal or state securities laws. Employee also
agrees (i) that the certificates representing the Restricted Shares may bear
such legend or legends as the Committee deems appropriate in order to assure
compliance with applicable securities laws, (ii) that the Company may refuse
to register the transfer of the Restricted Shares on the stock transfer
records of the Company if such proposed
3
transfer would be in the opinion of counsel satisfactory to the Company
constitute a violation of any applicable securities law and (iii) that the
Company may give related instructions to its transfer agent, if any, to stop
registration of the transfer of the Restricted Shares.
5. Employment Relationship. For purposes of this Agreement, Employee
-----------------------
shall be considered to be in the employment of the Company as long as Employee
remains an employee of either the Company, any successor corporation or a
parent or subsidiary corporation (as defined in section 424 of the Code) of
the Company or any successor corporation. Any question as to whether and when
there has been a termination of such employment, and the cause of such
termination, shall be determined by the Committee, and its determination shall
be final.
6. Committee's Powers. No provision contained in this Agreement shall
------------------
in any way terminate, modify or alter, or be construed or interpreted as
terminating, modifying or altering any of the powers, rights or authority
vested in the Committee pursuant to the terms of the Plan, including, without
limitation, the Committee's rights to make certain determinations and
elections with respect to the Restricted Shares.
7. Binding Effect. This Agreement shall be binding upon and inure to
--------------
the benefit of any successors to the Company and all persons lawfully claiming
under Employee.
8. Governing Law. This Agreement shall be governed by, and construed
-------------
in accordance with, the laws of the State of Texas.
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed by an officer thereunto duly authorized, and Employee has executed
this Agreement, all as of the date first above written.
HALLIBURTON COMPANY
By:
---------------------------
W. Bernard Pieper
Vice Chairman
------------------------------
Employee
4
Attachment No. 1 to Restricted Stock Agreement
Please Check Appropriate Item (One of the boxes must be checked):
/ / I do not desire the alternative tax treatment provided for
in the Internal Revenue Code Section 83(b).
/ / *I do desire the alternative tax treatment provided for in
Internal Revenue Code Section 83(b) and desire that forms
for such purpose be forwarded to me.
* I acknowledge that the Company has suggested that before this block is
checked that I check with a tax consultant of my choice.
Please furnish the following information for shareholder records:
___________________________________ _______________________________
(Given name and initial must be Social Security Number
used for stock registry) (if applicable)
___________________________________ _______________________________
Birthdate
Month/Day/Year
___________________________________ _______________________________
Name of Employer
___________________________________ _______________________________
Address (Zip Code) Day phone number
United States Citizen: Yes___ No___
PROMPTLY NOTIFY THE VICE PRESIDENT-LEGAL OF HALLIBURTON
COMPANY, 3600 LINCOLN PLAZA, DALLAS, TEXAS 75201
OF ANY CHANGE IN ADDRESS.
Date: _______________ ____________________________________
Employee
5
Exhibit 5
[LETTERHEAD OF VINSON & ELKINS APPEARS HERE]
August 2, 1994
Halliburton Company
3600 Lincoln Plaza
500 North Akard
Dallas, Texas 75201
Gentlemen:
We have acted as counsel for Halliburton Company (the "Company") for a
number of years and are familiar with the Halliburton Company 1993 Stock and
Long-Term Incentive Plan (the "Plan"), pursuant to which shares of Common Stock,
$2.50 par value ("Common Stock"), of the Company will be issued to certain key
employees of the Company and its subsidiaries. We have assisted in the
preparation of the Plan and the Registration Statement on Form S-8, under the
Securities Act of 1933, as amended, to be filed on August 2, 1994 with the
Securities and Exchange Commission by the Company with respect to the shares of
Common Stock and Preferred Stock Purchase Rights of the Company to be issued
under the Plan.
In this connection, we have examined such certificates, documents and
records as we have deemed relevant and necessary as a basis of our opinions
hereinafter set forth, including, among other things, the Plan and copies of
relevant resolutions passed by the Board of Directors and Stockholders of the
Company. The Plan provides that shares of Common Stock to be issued thereunder
may be authorized but unissued Common Stock or Common Stock previously issued
and outstanding and reacquired by the Company. The opinion hereinafter set forth
relates to securities originally issued under the Plan.
Based upon the foregoing, we are of the opinion that:
(i) The shares of Common Stock to be issued pursuant to various awards
under the Plan have been duly authorized and, when (a) the
Registration Statement has become effective under the Securities Act
of 1933, as amended, and the pertinent provisions of any state
securities laws, as may be applicable, have been complied with and
(b) the shares of Common Stock are issued and paid for in accordance
with the terms of the Plan and any stock option, restricted
Halliburton Company
August 3, 1994
Page 2
stock or other agreement pursuant to which such shares would be
issuable under the Plan, such shares of Common Stock shall be validly
issued, fully paid and non-assessable and any related Preferred
Stock Purchase Rights shall be validly issued.
(ii) The Plan is not subject to the requirements of the Employee
Retirement Income Security Act of 1974, as amended.
This opinion is rendered as of the effective date of the Company's
Registration Statement. We hereby consent to the statements with respect to us
under Item 5 of the Registration Statement and to the filing of this opinion as
an exhibit to the Registration Statement, but we do not admit that we are within
the class of persons whose consent is required under Section 7 of the Securities
Act of 1933 or the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/ Vinson & Elkins L.L.P.
VINSON & ELKINS L.L.P.
Exhibit 23.1
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 February 4,
1994 included in Halliburton Company's form 10-K for the year ended December
31, 1993 and to all references to our Firm included in this registration
statement.
/s/ Arthur Andersen & Co.
ARTHUR ANDERSEN & CO.
Dallas, Texas
August 2, 1994
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a Director of
Halliburton Company, do hereby constitute and appoint Thomas H. Cruikshank,
Dale P. Jones and Susan S. Keith, or any of them acting alone, my true and
lawful attorneys or attorney, to do any and all acts and things and execute
any and all instruments which said attorneys or attorney may deem necessary or
advisable to enable Halliburton Company to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under said Securities Act of 1933, as amended, of shares of the
Common Stock of Halliburton Company, par value $2.50 per share, to be sold and
offered for sale pursuant to the terms of the 1993 Stock and Long-Term
Incentive Plan of Halliburton Company, as amended and as the same may be from
time to time amended, including specifically, but without limitation thereof,
power and authority to sign by name as Director of Halliburton Company to
any registration statements and applications and statements to be filed with
the Securities and Exchange Commission in respect of said shares of Common
Stock and all amendments thereto, including without limitation post-effective
amendments thereto, and to any instruments or documents filed as a part of or
in connection therewith; and I hereby ratify and confirm all that said
attorneys or attorney shall do or cause to be done by virtue hereof.
IN TESTIMONY HEREOF, witness my hand this the 2nd day of December, 1993.
/s/ Anne L. Armstrong
-------------------------
Anne L. Armstrong
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a Director of
Halliburton Company, do hereby constitute and appoint Thomas H. Cruikshank,
Dale P. Jones and Susan S. Keith, or any of them acting alone, my true and
lawful attorneys or attorney, to do any and all acts and things and execute
any and all instruments which said attorneys or attorney may deem necessary or
advisable to enable Halliburton Company to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under said Securities Act of 1933, as amended, of shares of the
Common Stock of Halliburton Company, par value $2.50 per share, to be sold and
offered for sale pursuant to the terms of the 1993 Stock and Long-Term
Incentive Plan of Halliburton Company, as amended and as the same may be from
time to time amended, including specifically, but without limitation thereof,
power and authority to sign by name as Director of Halliburton Company to
any registration statements and applications and statements to be filed with
the Securities and Exchange Commission in respect of said shares of Common
Stock and all amendments thereto, including without limitation post-effective
amendments thereto, and to any instruments or documents filed as a part of or
in connection therewith; and I hereby ratify and confirm all that said
attorneys or attorney shall do or cause to be done by virtue hereof.
IN TESTIMONY HEREOF, witness my hand this the 2nd day of December, 1993.
/s/ Robert W. Campbell
-------------------------
Robert W. Campbell
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a Director of
Halliburton Company, do hereby constitute and appoint Thomas H. Cruikshank,
Dale P. Jones and Susan S. Keith, or any of them acting alone, my true and
lawful attorneys or attorney, to do any and all acts and things and execute
any and all instruments which said attorneys or attorney may deem necessary or
advisable to enable Halliburton Company to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under said Securities Act of 1933, as amended, of shares of the
Common Stock of Halliburton Company, par value $2.50 per share, to be sold and
offered for sale pursuant to the terms of the 1993 Stock and Long-Term
Incentive Plan of Halliburton Company, as amended and as the same may be from
time to time amended, including specifically, but without limitation thereof,
power and authority to sign by name as Director of Halliburton Company to
any registration statements and applications and statements to be filed with
the Securities and Exchange Commission in respect of said shares of Common
Stock and all amendments thereto, including without limitation post-effective
amendments thereto, and to any instruments or documents filed as a part of or
in connection therewith; and I hereby ratify and confirm all that said
attorneys or attorney shall do or cause to be done by virtue hereof.
IN TESTIMONY HEREOF, witness my hand this the 2nd day of December, 1993.
/s/ Lord Clitheroe
-------------------------
Lord Clitheroe
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a Director of
Halliburton Company, do hereby constitute and appoint Thomas H. Cruikshank,
Dale P. Jones and Susan S. Keith, or any of them acting alone, my true and
lawful attorneys or attorney, to do any and all acts and things and execute
any and all instruments which said attorneys or attorney may deem necessary or
advisable to enable Halliburton Company to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under said Securities Act of 1933, as amended, of shares of the
Common Stock of Halliburton Company, par value $2.50 per share, to be sold and
offered for sale pursuant to the terms of the 1993 Stock and Long-Term
Incentive Plan of Halliburton Company, as amended and as the same may be from
time to time amended, including specifically, but without limitation thereof,
power and authority to sign by name as Director of Halliburton Company to
any registration statements and applications and statements to be filed with
the Securities and Exchange Commission in respect of said shares of Common
Stock and all amendments thereto, including without limitation post-effective
amendments thereto, and to any instruments or documents filed as a part of or
in connection therewith; and I hereby ratify and confirm all that said
attorneys or attorney shall do or cause to be done by virtue hereof.
IN TESTIMONY HEREOF, witness my hand this the 2nd day of December, 1993.
/s/Robert L. Crandall
-------------------------
Robert L. Crandall
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a Director of
Halliburton Company, do hereby constitute and appoint Thomas H. Cruikshank,
Dale P. Jones and Susan S. Keith, or any of them acting alone, my true and
lawful attorneys or attorney, to do any and all acts and things and execute
any and all instruments which said attorneys or attorney may deem necessary or
advisable to enable Halliburton Company to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under said Securities Act of 1933, as amended, of shares of the
Common Stock of Halliburton Company, par value $2.50 per share, to be sold and
offered for sale pursuant to the terms of the 1993 Stock and Long-Term
Incentive Plan of Halliburton Company, as amended and as the same may be from
time to time amended, including specifically, but without limitation thereof,
power and authority to sign by name as Director of Halliburton Company to
any registration statements and applications and statements to be filed with
the Securities and Exchange Commission in respect of said shares of Common
Stock and all amendments thereto, including without limitation post-effective
amendments thereto, and to any instruments or documents filed as a part of or
in connection therewith; and I hereby ratify and confirm all that said
attorneys or attorney shall do or cause to be done by virtue hereof.
IN TESTIMONY HEREOF, witness my hand this the 7 day of December, 1993.
/s/ W. R. Howell
-------------------------
W. R. Howell
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a Director of
Halliburton Company, do hereby constitute and appoint Thomas H. Cruikshank,
Dale P. Jones and Susan S. Keith, or any of them acting alone, my true and
lawful attorneys or attorney, to do any and all acts and things and execute
any and all instruments which said attorneys or attorney may deem necessary or
advisable to enable Halliburton Company to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under said Securities Act of 1933, as amended, of shares of the
Common Stock of Halliburton Company, par value $2.50 per share, to be sold and
offered for sale pursuant to the terms of the 1993 Stock and Long-Term
Incentive Plan of Halliburton Company, as amended and as the same may be from
time to time amended, including specifically, but without limitation thereof,
power and authority to sign by name as Director of Halliburton Company to
any registration statements and applications and statements to be filed with
the Securities and Exchange Commission in respect of said shares of Common
Stock and all amendments thereto, including without limitation post-effective
amendments thereto, and to any instruments or documents filed as a part of or
in connection therewith; and I hereby ratify and confirm all that said
attorneys or attorney shall do or cause to be done by virtue hereof.
IN TESTIMONY HEREOF, witness my hand this the 2nd day of December, 1993.
/s/ Dale P. Jones
-------------------------
Dale P. Jones
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a Director of
Halliburton Company, do hereby constitute and appoint Thomas H. Cruikshank,
Dale P. Jones and Susan S. Keith, or any of them acting alone, my true and
lawful attorneys or attorney, to do any and all acts and things and execute
any and all instruments which said attorneys or attorney may deem necessary or
advisable to enable Halliburton Company to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under said Securities Act of 1933, as amended, of shares of the
Common Stock of Halliburton Company, par value $2.50 per share, to be sold and
offered for sale pursuant to the terms of the 1993 Stock and Long-Term
Incentive Plan of Halliburton Company, as amended and as the same may be from
time to time amended, including specifically, but without limitation thereof,
power and authority to sign by name as Director of Halliburton Company to
any registration statements and applications and statements to be filed with
the Securities and Exchange Commission in respect of said shares of Common
Stock and all amendments thereto, including without limitation post-effective
amendments thereto, and to any instruments or documents filed as a part of or
in connection therewith; and I hereby ratify and confirm all that said
attorneys or attorney shall do or cause to be done by virtue hereof.
IN TESTIMONY HEREOF, witness my hand this the 2nd day of December, 1993.
/s/ C. J. Silas
-------------------------
C. J. Silas
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a Director of
Halliburton Company, do hereby constitute and appoint Thomas H. Cruikshank,
Dale P. Jones and Susan S. Keith, or any of them acting alone, my true and
lawful attorneys or attorney, to do any and all acts and things and execute
any and all instruments which said attorneys or attorney may deem necessary or
advisable to enable Halliburton Company to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under said Securities Act of 1933, as amended, of shares of the
Common Stock of Halliburton Company, par value $2.50 per share, to be sold and
offered for sale pursuant to the terms of the 1993 Stock and Long-Term
Incentive Plan of Halliburton Company, as amended and as the same may be from
time to time amended, including specifically, but without limitation thereof,
power and authority to sign by name as Director of Halliburton Company to
any registration statements and applications and statements to be filed with
the Securities and Exchange Commission in respect of said shares of Common
Stock and all amendments thereto, including without limitation post-effective
amendments thereto, and to any instruments or documents filed as a part of or
in connection therewith; and I hereby ratify and confirm all that said
attorneys or attorney shall do or cause to be done by virtue hereof.
IN TESTIMONY HEREOF, witness my hand this the 3rd day of December, 1993.
/s/ Roger T. Staubach
-------------------------
Roger T. Staubach
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a Director of
Halliburton Company, do hereby constitute and appoint Thomas H. Cruikshank,
Dale P. Jones and Susan S. Keith, or any of them acting alone, my true and
lawful attorneys or attorney, to do any and all acts and things and execute
any and all instruments which said attorneys or attorney may deem necessary or
advisable to enable Halliburton Company to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under said Securities Act of 1933, as amended, of shares of the
Common Stock of Halliburton Company, par value $2.50 per share, to be sold and
offered for sale pursuant to the terms of the 1993 Stock and Long-Term
Incentive Plan of Halliburton Company, as amended and as the same may be from
time to time amended, including specifically, but without limitation thereof,
power and authority to sign by name as Director of Halliburton Company to
any registration statements and applications and statements to be filed with
the Securities and Exchange Commission in respect of said shares of Common
Stock and all amendments thereto, including without limitation post-effective
amendments thereto, and to any instruments or documents filed as a part of or
in connection therewith; and I hereby ratify and confirm all that said
attorneys or attorney shall do or cause to be done by virtue hereof.
IN TESTIMONY HEREOF, witness my hand this the 17th day of May, 1994.
/s/ Richard J. Stegemeier
-------------------------
Richard J. Stegemeier
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a Director of
Halliburton Company, do hereby constitute and appoint Thomas H. Cruikshank,
Dale P. Jones and Susan S. Keith, or any of them acting alone, my true and
lawful attorneys or attorney, to do any and all acts and things and execute
any and all instruments which said attorneys or attorney may deem necessary or
advisable to enable Halliburton Company to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under said Securities Act of 1933, as amended, of shares of the
Common Stock of Halliburton Company, par value $2.50 per share, to be sold and
offered for sale pursuant to the terms of the 1993 Stock and Long-Term
Incentive Plan of Halliburton Company, as amended and as the same may be from
time to time amended, including specifically, but without limitation thereof,
power and authority to sign by name as Director of Halliburton Company to
any registration statements and applications and statements to be filed with
the Securities and Exchange Commission in respect of said shares of Common
Stock and all amendments thereto, including without limitation post-effective
amendments thereto, and to any instruments or documents filed as a part of or
in connection therewith; and I hereby ratify and confirm all that said
attorneys or attorney shall do or cause to be done by virtue hereof.
IN TESTIMONY HEREOF, witness my hand this the 2nd day of December, 1993.
/s/ E. L. Williamson
-------------------------
E. L. Williamson
