As filed with the Securities and Exchange Commission on November 20, 2001
Registration No. 333-_____
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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HANOVER COMPRESSOR COMPANY
(Exact name of registrant as specified in its charter)
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DELAWARE 75-0625124
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12001 NORTH HOUSTON ROSSLYN
HOUSTON, TEXAS 77086
(Address of principal executive offices)
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HANOVER COMPRESSOR COMPANY 2001 EQUITY INCENTIVE PLAN
(full title of the plan)
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Copy to:
MICHAEL J. McGHAN RICHARD S. MELLER
President and Chief Executive Officer Latham & Watkins
Hanover Compressor Company Sears Tower, Suite 5800
12001 North Houston Rosslyn Chicago, Illinois 60606
Houston, Texas 77086 (312) 876-7700
(281) 447-8787 Counsel to Registrant
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Registered (1) Offering Price Aggregate Registration
Per Share (2) Offering Price(2) Fee
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Common Stock, par value $.001 per share 1,500,000 shares $25.375 $38,062,500 $9,515.63
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(1) The Hanover Compressor Company 2001 Equity Incentive Plan (the "Plan")
authorizes the issuance of 1,500,000 shares of common stock of Hanover
Compressor Company (the "Company") plus substitutions or adjustments to
shares to account for any change in corporate capitalization, such as a
stock split, any merger, consolidation, recapitalization or other
distribution of stock or property.
(2) Estimated solely for purposes of computing the registration fee for the
1,500,000 shares registered hereunder. Pursuant to Rule 457(c), the
proposed Maximum Offering Price Per Share is based on the high and low
trading prices of the Company's common stock on the New York Stock
Exchange on November 16, 2001.
PART I
ITEM 1. PLAN INFORMATION
Not required to be filed with this Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not required to be filed with this Registration Statement.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The documents listed below have been filed by Hanover Compressor Company, a
Delaware corporation (the "Company") with the Securities and Exchange Commission
(the "Commission") and are incorporated in this Registration Statement by
reference:
a. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000;
b. The Company's Definitive Proxy Statement, filed April 17, 2001 for
the Annual Meeting of Stockholders held on May 17, 2001;
c. The Company's Quarterly Report on Form 10-Q for the quarterly
periods ended March 31, 2001, June 30, 2001 and September 30, 2001;
d. The Company's Current Reports on Form 8-K filed on February 5,
2001, February 27, 2001, March 9, 2001, March 16, 2001, March 20, 2001,
June 29, 2001, August 8, 2001, August 9, 2001, August 17, 2001, September
4, 2001, September 14, 2001, October 18, 2001, November 5, 2001, November
8, 2001 and November 9, 2001;
e. All other reports filed by us pursuant to Sections 13(c), or 14 of
the Securities Exchange Act of 1934 since the end of our fiscal year ended
December 31, 2000; and
f. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-1 filed on April 11, 1997
pursuant to Section 12 of the Securities Exchange Act of 1934.
All documents filed by the Company pursuant to Section 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 part
hereof from the date of filing 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 that also is or is
deemed to be incorporated by reference herein, modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not required to be filed with this Registration Statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of Common Stock offered hereby is being passed
upon for the Company by Latham & Watkins, Chicago, Illinois. Richard S. Meller,
the Secretary of the Company, is a partner at Latham & Watkins and owns 30,304
shares of Common Stock of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Delaware law, a corporation may indemnify any person who was or is a
party or is threatened to be made a party to an action (other than an action by
or in the right of the corporation) by reason of his service as a director or
officer of the corporation, or his service, at the corporation's request, as a
director, officer, employee or agent of another corporation or other enterprise,
against expenses (including attorneys' fees) that are actually and reasonably
incurred by him ("Expenses"), and judgments, fines and amounts paid in
settlement that are actually and reasonably incurred by him, in connection with
the defense or settlement of such action; provided that he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was unlawful.
Although Delaware law permits a corporation to indemnify any person referred to
above against Expenses in connection with the defense or settlement of an action
by or in the right of the corporation, provided that he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the corporation's
best interest, if such person has been judged liable to the corporation,
indemnification is only permitted to the extent that the adjudicating court (or
the court in which the action was brought) determine that, despite the
adjudication of liability, such person is entitled to indemnity for such
Expenses as the court deems proper. The determination as to whether a person
seeking indemnification has met the required standard of conduct is to be made
(1) by a majority vote of a quorum of disinterested members of the board of
directors, or (2) by independent legal counsel in a written opinion, if such a
quorum does not exist or if the disinterested directors so direct, or (3) by the
stockholders. The General Corporation Law of Delaware also provides for
mandatory indemnification of any director, officer, employee or agent against
Expenses to the extent that such person has been successful in any proceeding
covered by the statute. In addition, the General Corporation Law of Delaware
provides for the general authorization of advancement of a director's or
officer's litigation expenses in lieu of requiring the authorization of such
advancement by the board of directors in specific cases, and that
indemnification and advancement of expenses provided by the statute shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement or otherwise.
The Company's Restated Certificate of Incorporation provides that the
Company shall indemnify its directors and officers and advance expenses incurred
by its directors and officers in
defending any civil, commercial, administrative or investigative action, suit or
proceeding, in accordance with and to the fullest extent permitted by Delaware
law.
The Company has also entered into agreements to indemnify its directors and
certain of its officers, in addition to the indemnification provided for in the
Company's Restated Certificate of Incorporation and By-laws. These agreements,
among other things, will indemnify the Company's directors and officers for all
direct and indirect expenses and costs (including, without limitation, all
reasonable attorneys' fees and related disbursements, other out-of-pocket costs
and reasonable compensation for time spent by such persons for which they are
not otherwise compensated by the Company or any third person) and liabilities of
any type whatever (including, but not limited to, judgments, fines and
settlement fees) actually and reasonably incurred by such person in connection
with either the investigation, defense, settlement or appeal of any threatened,
pending or completed action, suit or other proceeding, including any action by
or in the right of the corporation, arising out of such person's services as a
director, officer, employee or other agent of the Company, any subsidiary of the
Company or any other company or enterprise to which the person provides services
at the request of the Company. The Company believes that these provisions and
agreements are necessary to attract and retain talented and experienced
directors and officers.
The Company maintains liability insurance for the benefit of its directors
and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See EXHIBIT INDEX.
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;
(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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective 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)(ii) and (a)(1)(iii) shall
not apply to information contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
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 that is incorporated by reference in
this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
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 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 Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Houston, Texas, on September 30, 2001.
HANOVER COMPRESSOR COMPANY
By: /s/ Michael J. McGhan ,
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Michael J. McGhan
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, hereby constitutes and appoints Michael A. O'Connor, Michael J. McGhan,
William S. Goldberg and Richard S. Meller, and each acting alone, his true and
lawful attorneys-in-fact and agents, with full power of resubstitution and
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments or supplements 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 attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing necessary or appropriate to be done with respect to
this Registration Statement or any amendments or supplements hereto in and about
the premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, 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, as amended, this
Registration Statement has been signed by the following persons in their
respective capacities with Hanover Compressor Company and on the dates
indicated.
SIGNATURES TITLES DATE
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/s/ Michael J. McGhan Director, President and Chief September 30, 2001
------------------------- Executive Officer (Principal
Michael J. McGhan Executive Officer)
/s/ William S. Goldberg Director, Chief Financial September 30, 2001
------------------------- Officer and Treasurer
William S. Goldberg (Principal Financial and
Accounting Officer)
/s/ Ted Collins, Jr. Director September 30, 2001
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Ted Collins, Jr.
/s/ Robert R. Furgason Director September 30, 2001
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Robert R. Furgason
Director September __, 2001
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Rene Huck
/s/ Melvyn N. Klein Director September 30, 2001
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Melvyn N. Klein
/s/ Michael A. O'Connor Director September 30, 2001
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Michael A. O'Connor
/s/ Alvin V. Shoemaker Director September 30, 2001
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Alvin V. Shoemaker
HANOVER COMPRESSOR COMPANY
EXHIBIT INDEX
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION OF EXHIBIT NUMBERED PAGE
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4.1 Hanover Compressor Company 2001 Equity Incentive Plan
5.1 Opinion and Consent of Latham & Watkins, counsel to the Company
23.1 Consent of Independent Accountants
24.1 Power of Attorney (included in the signature page to the Registration
Statement)