Registration No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HALLIBURTON COMPANY
(Exact name of Registrant as specified in its charter)
Delaware 75-2677995
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3600 Lincoln Plaza
500 N. Akard St.
Dallas, Texas 75201
(Address of principal executive offices)
HALLIBURTON COMPANY
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
====================================================================================================================
Title of Securities Proposed Proposed
to be registered Amount maximum maximum Amount of
to be offering aggregate registration
registered price offering fee
per share price
- --------------------------------------------------------------------------------------------------------------------
Common Stock, $2.50 par value (including 18,000,000 $52.035(2) $936,630,000(2) $247,271
Preferred Stock Purchase Rights) shares(1)
====================================================================================================================
(1) Also registered hereby are an indeterminate number of shares (including
Preferred Stock Purchase Rights) as may become issuable because of provisions of
the Plan relating to adjustments for changes resulting from stock splits, stock
dividends and similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee for the
securities to be registered hereby on the basis of the average of the high and
low prices of the Common Stock of the Company reported in the consolidated
reporting system on September 8, 2000. Pursuant to Rule 429, the Prospectus
relating to this Registration Statement also relates to earlier Registration
Statements filed for offerings under the Registrant's 1993 Stock and Long-Term
Incentive Plan (Registration Nos. 333-40717 and 33-54881). As of August 31,
2000, approximately 5,542,293 shares remain available under such prior
Registration Statement No. 333-40717, for which shares an aggregate registration
fee of approximately $91,270 was paid.
INCORPORATION OF EARLIER REGISTRATION STATEMENTS BY REFERENCE
The contents of the earlier Registration Statement No. 33-54881, Post-Effective
Amendment No. 1 thereto and Registration Statement No. 333-40717 are
incorporated by reference into this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, heretofore filed with the SEC by the Registrant
pursuant to the Exchange Act, are incorporated herein by reference.
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999;
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2000 and June 30, 2000;
(c) The Registrant's Current Reports on Form 8-K dated January 4, 2000;
January 23, 2000; January 25, 2000; January 27, 2000 (two reports);
February 1, 2000; February 2, 2000; February 16, 2000; February 17, 2000;
March 27, 2000; March 31, 2000; April 10, 2000; April 12, 2000; April 17,
2000; April 26, 2000; May 2, 2000; May 16, 2000; July 5, 2000; July 20,
2000; July 25, 2000; July 26, 2000; August 3, 2000; August 9, 2000; August
16, 2000; and August 23, 2000.
(d) The description of the Common Stock and the Preferred Stock
Purchase Rights contained in the Registration Statement on Form 8-B dated
December 12, 1996.
All documents subsequently filed by the Registrant 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
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.
Item 8. Exhibits.
4.1 Restated Certificate of Incorporation of the Registrant (incorporated
by reference to Exhibit 3(a) to Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 1998 (File No. 1-3492)).
4.2 Registrant's By-laws, as amended and restated May 16, 2000
(incorporated by reference to Exhibit 3 to Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2000 (File No.
1-3492)).
4.3 Restated Rights Agreement dated as of December 1, 1996 between the
Registrant and ChaseMellon Shareholder Services, L.L.C. as Rights Agent
(incorporated by reference to Exhibit 4.4 to the Registrant's
Registration Statement on Form 8-B dated December 12, 1996 (File No.
1-3492)).
5 Opinion of Bruce A. Metzinger, Senior Counsel of the Registrant, as to
the legality of the securities being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of PricewaterhouseCoopers.
23.3 Consent of Bruce A. Metzinger (included in Exhibit 5).
2
24.1 Powers of Attorney for the following directors (incorporated by
reference to Exhibit 24 to Registrant's Post-Effective Amendment No. 1
on Form S-8 (File No. 33-54881) filed with the Securities and Exchange
Commission on May 16, 1997):
Lord Clitheroe
Robert L. Crandall
W. R. Howell
C. J. Silas
24.2 Powers of Attorney for the following directors:
Charles J. DiBona
Lawrence S. Eagleburger
Ray L. Hunt
J. Landis Martin
Jay A. Precourt
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on this the 11 day of
September, 2000.
HALLIBURTON COMPANY
By /s/ David J. Lesar
--------------------------------------
David J. Lesar
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ David J. Lesar
- ------------------------------------------ Chairman of the Board, President September 11, 2000
David J. Lesar and Chief Executive Officer
and Director
(Principal Executive Officer)
/s/ Gary V. Morris
- ------------------------------------------ Executive Vice President September 11, 2000
Gary V. Morris and Chief Financial Officer
(Principal Financial Officer)
/s/ R. Charles Muchmore, Jr.
- ------------------------------------------ Vice President and Controller September 11, 2000
R. Charles Muchmore, Jr. (Principal Accounting Officer)
* LORD CLITHEROE Director
- ------------------------------------------
Lord Clitheroe
3
* ROBERT L. CRANDALL Director
- ------------------------------------------
Robert L. Crandall
* CHARLES J. DIBONA Director
- ------------------------------------------
Charles J. DiBona
* LAWRENCE S. EAGLEBURGER Director
- ------------------------------------------
Lawrence S. Eagleburger
* W. R. HOWELL Director
- ------------------------------------------
W. R. Howell
* RAY L. HUNT Director
- ------------------------------------------
Ray L. Hunt
* J. LANDIS MARTIN Director
- ------------------------------------------
J. Landis Martin
* JAY A. PRECOURT Director
- ------------------------------------------
Jay A. Precourt
* C. J. SILAS Director
- ------------------------------------------
C. J. Silas
*By: /s/ Susan S. Keith
--------------------------------------
Susan S. Keith
Pursuant to
Power of Attorney
Date: September 11, 2000
4
INDEX TO EXHIBITS
Exhibit Description
No.
*4.1 Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3(a) to Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1998 (File No.
1-3492)).
*4.2 Registrant's By-laws, as amended and restated May 16, 2000
(incorporated by reference to Exhibit 3 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30,
2000 (File No. 1-3492)).
*4.3 Restated Rights Agreement dated as of December 1, 1996 between
the Registrant and ChaseMellon Shareholder Services, L.L.C.
as Rights Agent (incorporated by reference to Exhibit 4.4 to
the Registrant's Registration Statement on Form 8-B dated
December 12, 1996 (File No. 1-3492)).
**5 Opinion of Bruce A. Metzinger, Senior Counsel of the
Registrant, as to the legality of the securities being
registered.
**23.1 Consent of Arthur Andersen LLP.
**23.2 Consent of PricewaterhouseCoopers.
**23.3 Consent of Bruce A. Metzinger (included in Exhibit 5).
*24.1 Powers of Attorney for the following directors (incorporated
by reference to Exhibit 24 to Registrant's Post-Effective
Amendment No. 1 on Form S-8 (File No. 33-54881) filed with the
Securities and Exchange Commission on May 16, 1997):
Lord Clitheroe
Robert L. Crandall
W. R. Howell
C. J. Silas
**24.2 Powers of Attorney for the following directors:
Charles J. DiBona
Lawrence S. Eagleburger
Ray L. Hunt
J. Landis Martin
Jay A. Precourt
- ----------------------
* Previously filed.
** Filed herewith.
EXHIBIT 5
COMPANY LETTERHEAD
September 11, 2000
Halliburton Company
3600 Lincoln Plaza
500 North Akard Street
Dallas, Texas 75201-3391
Ladies and Gentlemen:
This opinion of counsel is given in connection with the preparation of
the Registration Statement on Form S-8 (the "Registration Statement") to be
filed by Halliburton Company (the "Company") with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended. The Registration
Statement incorporates by reference the contents of the Company's earlier
registration statements on Form S-8 (Securities and Exchange Commission File
Nos. 33-54881 and 333-40717). The Registration Statement relates to the
offering, sale and delivery of an aggregate of up to 18,000,000 shares of the
Company's common stock, par value $2.50 per share (the "Common Stock") and
accompanying Preferred Stock Purchase Rights, pursuant to the Halliburton
Company 1993 Stock and Long-Term Incentive Plan (the "Plan").
Before rendering this opinion, I have examined such certificates,
instruments and documents, including the Plan and copies of the relevant
resolutions passed by the board of directors and stockholders of the Company.
The Plan provides that the shares of Common Stock to be issued thereunder may be
authorized but unissued Common Stock or Common Stock previously issued,
reacquired and held in treasury by the Company.
Based upon the foregoing examination and review, I am of the opinion
that the shares of Common Stock to be issued pursuant to various awards under
the Plan have been duly authorized and when the shares of Common Stock are
issued and paid for in accordance with the terms of the Plan and any stock
option, restricted stock or other agreement pursuant to which such shares may be
issued under the Plan, such shares of Common Stock will be validly issued, fully
paid and nonassessable and any related Preferred Stock Purchase Rights shall be
validly issued.
This opinion is rendered as of the effective date of the Registration
Statement. I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Bruce A. Metzinger
------------------------------
Bruce A. Metzinger
Senior Counsel and
Assistant Secretary
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 report dated January 27, 2000
(except with respect to the matters discussed in Note 18, as to which the date
is February 16, 2000) included in Halliburton Company's Form 10-K for the year
ended December 31, 1999 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Dallas, Texas
September 11, 2000
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated November 26, 1997 relating to the
financial statements of Dresser Industries, Inc. and its subsidiaries (not
presented separately herein), which appears in Halliburton Company's Annual
Report on Form 10-K for the year ended December 31, 1999.
PRICEWATERHOUSECOOPERS LLP
Dallas, Texas
September 8, 2000
Exhibit 24.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a Director of
Halliburton Company, do hereby constitute and appoint Richard B. Cheney, David
J. Lesar and Susan S. Keith, or either 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 my 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 14th day of June, 2000.
/s/ Charles J. DiBona
-----------------------------
Charles J. DiBona
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a Director of
Halliburton Company, do hereby constitute and appoint Richard B. Cheney, David
J. Lesar 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 my 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 27th day of June, 2000.
/s/ Lawrence S. Eagleburger
-----------------------------
Lawrence S. Eagleburger
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a Director of
Halliburton Company, do hereby constitute and appoint Richard B. Cheney, David
J. Lesar 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 my 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 14th day of June, 2000.
/s/ Ray L. Hunt
-----------------------------
Ray L. Hunt
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a Director of
Halliburton Company, do hereby constitute and appoint Richard B. Cheney, David
J. Lesar 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 my 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 14th day of June, 2000.
/s/ J. Landis Martin
-----------------------------
J. Landis Martin
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a Director of
Halliburton Company, do hereby constitute and appoint Richard B. Cheney, David
J. Lesar 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 my 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 14th day of June, 2000.
/s/ Jay A. Precourt
-----------------------------
Jay A. Precourt