As filed with the U.S. Securities and Exchange Commission on July 28, 2004
Registration Statement No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
RPC, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 58-1550825
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2170 PIEDMONT ROAD, NE, ATLANTA, GEORGIA 30324
(Address, including zip code, of registrant's principal executive offices)
RPC INC. 2004 STOCK INCENTIVE PLAN
(Full Title of Plan)
RICHARD A. HUBBELL, PRESIDENT AND CHIEF EXECUTIVE OFFICER
RPC, INC.
2170 PIEDMONT ROAD, NE
ATLANTA, GEORGIA 30324
(404) 321-2140
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
COPY TO:
B. JOSEPH ALLEY, JR. ESQ.
ARNALL GOLDEN & GREGORY, LLP
2800 ONE ATLANTIC CENTER
1201 WEST PEACHTREE STREET
ATLANTA, GEORGIA 30309-3450
CALCULATION OF REGISTRATION FEE
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Title of securities Amount to be Proposed Proposed maximum Amount of
to be registered Registered maximum offering aggregate registration
price per share offering price fee(1)
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Common Stock, 1,500,000 Shares $14.98 $22,470,000 $2,846.95
$.10 par value
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(1) Calculated pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended, based upon the average of the high
and low price of the Registrant's Common Stock on July 28, 2004 as listed on the New York Stock Exchange.
INFORMATION REGARDING CERTAIN FINANCIAL STATEMENTS
INCORPORATED BY REFERENCE INTO THIS
REGISTRATION STATEMENT
On July 23, 2002, our Audit Committee recommended and the Board approved
the dismissal of Arthur Andersen LLP as our independent auditors. Arthur
Andersen has been found guilty of federal obstruction of justice arising from
the government's investigation of Enron Corp. It is likely that events arising
out of this verdict may adversely affect the ability of Arthur Andersen to
satisfy any claims against it including claims that may arise out of Arthur
Andersen's audit of our financial statements for the year ended December 31,
2001, which are incorporated by reference into this registration statement.
Section 11(a) of the Securities Act of 1933, as amended (the "Securities
Act"), provides that if any part of a registration statement at the time it
becomes effective contains an untrue statement of a material fact or an omission
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading, any person acquiring a security pursuant to
the registration statement (unless it is proved that at the time of the
acquisition the person knew of the untruth or omission) may sue, among others,
every accountant who has consented to be named as having prepared or certified
any part of the registration statement or as having prepared or certified any
report or valuation which is used in connection with the registration statement,
with respect to the statement in the registration statement, report or valuation
that purports to have been prepared or certified by the accountant.
Prior to the date of this registration statement, the Arthur Andersen
partners who were responsible for the audit of our financial statements for the
year ended December 31, 2001, resigned from Arthur Andersen. As a result, after
reasonable efforts, we have been unable to obtain Arthur Andersen's written
consent to the incorporation by reference into this registration statement of
its audit report with respect to our financial statements.
Under these circumstances, Rule 437(a) under the Securities Act permits the
filing of this registration statement without including herein a written consent
from Arthur Andersen. Accordingly, Arthur Andersen will not be liable under
Section 11(a) of the Securities Act for statements made in this registration
statement because it has not consented to being named as an expert in the
registration statement. As a result, you will not be able to sue Arthur Andersen
pursuant to Section 11(a)(4) of the Securities Act and, therefore, your right of
recovery under that section may be limited as a result of the lack of consent.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in the Registration
Statement:
(a) The Registrant's Annual Report on Form 10-K filed with respect to the
Registrant's fiscal year ended December 31, 2003.
(b) The Registrant's Quarterly Report on Form 10-Q filed with respect to
the Registrant's fiscal period ended March 31, 2004.
(c) The Current Report on Form 8-K filed on July 28, 2004.
(d) The Current Report on Form 8-K filed on July 28, 2004.
(e) The Current Report on Form 8-K filed on July 16, 2004.
(f) The Current Report on Form 8-K filed on April 28, 2004.
(g) The Current Report on Form 8-K filed on April 28, 2004.
(h) The Current Report on Form 8-K filed on April 20, 2004.
(i) The description of the Registrant's Common Stock contained in the
Registrant's registration statement filed under Section 12 of the Securities
Exchange Act of 1934, including any amendment or report filed for the purpose of
updating such description.
(j) 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 to this registration statement which
indicates that all of the shares of Common Stock offered have been sold or which
deregisters all of such shares then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
RPC, Inc. ("RPC") is a Delaware corporation. The following summary is
qualified in its entirety by reference to the complete text of the Delaware
General Corporation Law (the "DGCL"), RPC's Certificate of Incorporation and
RPC's Bylaws.
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RPC's bylaws provides that it shall indemnify, to the fullest extent
permitted by Section 145 of the DGCL, each person who is involved in any
litigation or other proceeding because of his or her position as a director or
officer of RPC, against all expense, loss or liability reasonably incurred or
suffered in connection with that litigation. RPC's bylaws and the DGCL provide
that it may pay a director or officer expenses incurred in defending any
proceeding in advance of its final disposition upon its receipt of an
undertaking, by or on behalf of the director or officer, to repay all amounts so
advanced if it is ultimately determined that the director or officer is not
entitled to indemnification.
Section 145 of the DGCL permits a corporation to indemnify any director or
officer of the corporation against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with any action, suit or proceeding brought by reason of the fact
that the person is or was a director or officer of the corporation, if the
person acted in good faith and in a manner that he reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, if he had no reason to believe his conduct
was unlawful. In a derivative action, indemnification may be made only for
expenses actually and reasonably incurred by any director or officer in
connection with the defense or settlement of an action or suit if the person
acted in good faith and in a manner that he reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
shall be made if the person shall have been adjudicated to be liable to the
corporation, unless and only to the extent that the court in which the action or
suit was brought determines that the defendant is fairly and reasonably entitled
to indemnity for these expenses despite an adjudication of liability.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "1933 Act"), may be permitted to directors, officers or persons
controlling RPC pursuant to the foregoing provision of the DGCL and RPC's
Certificate of Incorporation and Bylaws, RPC has been informed that
indemnification is considered by the Securities and Exchange Commission to be
against public policy and therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Exhibit
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3.1 RPC, Inc. Restated Certificate of Incorporation (incorporated
herein by reference to Exhibit 3.1 of the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1999).
3.2 By-laws of RPC, Inc. (incorporated herein by reference to Exhibit
3.2 to the Registrant's Quarterly Report on Form 10-Q filed on
May 5, 2004).
4 Form of Stock Certificate (incorporated herein by reference to
Exhibit 4 to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1998).
5* Opinion of Arnall Golden & Gregory, LLP regarding legality
23.1* Consent of Arnall Golden & Gregory, LLP (included as part of
Exhibit 5 hereto).
23.2* Consent of Ernst & Young LLP
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* Filed herewith.
ITEM 9. 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;
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(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 paragraph (a)(1)(i) and (a)(1)(ii) shall not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in 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 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.
(c) 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 provisions described in Item 6, 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 proceedings) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia on July 28, 2004.
RPC, INC.
By: /s/ Richard A. Hubbell
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Richard A. Hubbell
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ben M. Palmer his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place, and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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.
PRINCIPAL EXECUTIVE, FINANCIAL & ACCOUNTING OFFICERS AND DIRECTORS:
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Name Title Date
/s/ Richard A. Hubbell
----------------------------------- President and Chief Executive Officer July 28, 2004
Richard A. Hubbell (Principal Executive Officer)
/s/ Ben M. Palmer
----------------------------------- Chief Financial Officer (Principal July 28, 2004
Ben M. Palmer Financial and Accounting Officer)
/s/ Linda H. Graham
----------------------------------- Director July 28, 2004
Linda H. Graham
/s/ James A. Lane, Jr.
----------------------------------- Director July 28, 2004
James A. Lane, Jr.
/s/ Wilson Looney
----------------------------------- Director July 28, 2004
Wilton Looney
/s/ Gary W. Rollins
----------------------------------- Director July 28, 2004
Gary W. Rollins
/s/ R. Randall Rollins
----------------------------------- Director July 28, 2004
R. Randall Rollins
/s/ Henry B. Tippie
----------------------------------- Director July 28, 2004
Henry B. Tippie
/s/ James B. Williams
----------------------------------- Director July 28, 2004
James B. Williams
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