-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IOwyR72v9Q3RUCaIZ/Hv98xl4B6f5lTcSLqU9Unu3sEO3shPHgU920QE686INy3W F7L0O9GMltyFFPS5XgHQjQ== 0000899243-99-001238.txt : 19990607 0000899243-99-001238.hdr.sgml : 19990607 ACCESSION NUMBER: 0000899243-99-001238 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990604 EFFECTIVENESS DATE: 19990604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OYO GEOSPACE CORP CENTRAL INDEX KEY: 0001001115 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 760447780 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-80003 FILM NUMBER: 99640700 BUSINESS ADDRESS: STREET 1: 7334 N GESSNER RD CITY: HOUSTON STATE: TX ZIP: 77040 BUSINESS PHONE: 7139399700 MAIL ADDRESS: STREET 1: 9777 W GULF BANK ROAD SUITE 5 CITY: HOUSTON STATE: TX ZIP: 77040 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on June 4, 1999 Registration No. 333-____ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ________________________ OYO GEOSPACE CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 76-0447780 (State or other jurisdiction of incorporation (I.R.S Employer or organization) Identification No.) 12750 SOUTH KIRKWOOD, SUITE 200 STAFFORD, TEXAS 77477 (Address of Principal Executive Offices) (Zip Code) OYO GEOSPACE CORPORATION 1997 KEY EMPLOYEE STOCK OPTION PLAN (Full title of the plan) ______________________ GARY D. OWENS OYO GEOSPACE CORPORATION 12750 SOUTH KIRKWOOD, SUITE 200 STAFFORD, TEXAS 77477 (Name and address of agent for service) (281) 494-8282 (Telephone number, including area code, of agent for service) With Copy to: CHARLES H. STILL FULBRIGHT & JAWORSKI L.L.P. 1301 MCKINNEY, SUITE 5100 HOUSTON, TEXAS 77010-3095 (713) 651-5151 ________________________ If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.[x]
CALCULATION OF REGISTRATION FEE =================================================================================================================================== PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES TO BE OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE AMOUNT OF REGISTERED AMOUNT TO BE REGISTERED (1) (1) REGISTRATION FEE - ----------------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $.01 per share 200,000 shares(2) $8.75 $1,750,000 $487 =================================================================================================================================== (1) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457 under the Securities Act of 1933, based on the average of the high and low trading prices on May 25, 1999. (2) Represents shares added to the plan by amendment dated March 1, 1999, to be issued as restricted stock grants or upon the exercise of options granted and to be granted pursuant to the plan. Also includes an indeterminable number of shares of Common Stock issuable as a result of the anti-dilution provisions of such plans.
=============================================================================== PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT This Registration Statement registers additional securities of the same class as other securities for which a registration statement on this Form (Registration No. 333-40893, the "Earlier Registration Statement") relating to the OYO Geospace Corporation 1997 Key Employee Stock Option Plan (the "Plan") is effective. Pursuant to Instruction E to Form S-8, the contents of the Earlier Registration Statement are incorporated herein by reference. ITEM 8. EXHIBITS. 4.1 OYO Geospace Corporation 1997 Key Employee Stock Option Plan (incorporated by reference to Amendment No. 1 to the Registrant's Registration Statement on Form S-1 filed November 5, 1997 (Registration No. 333-36727. 4.2 Amendment No. 1 to OYO Geospace Corporation 1997 Key Employee Stock Option Plan, dated February 2, 1998 (incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended September 30, 1998, filed December 21, 1998). 4.3 Amendment No. 2 to OYO Geospace Corporation 1997 Key Employee Stock Option Plan, dated November 16, 1998 (incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended September 30, 1998, filed December 21, 1998). 5.1 Opinion of Fulbright & Jaworski L.L.P. 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1 to this Registration Statement). 24.1 Powers of Attorney (included on Page II-2 of this Registration Statement). II-1 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 Stafford, State of Texas, on June 4, 1999. OYO GEOSPACE CORPORATION By: /s/ GARY D. OWENS --------------------------------- Gary D. Owens Chairman of the Board, President and Chief Executive Officer POWERS OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints each of Gary D. Owens and Ernest M. Hall, Jr. 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 and all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting 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 fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or their 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. Signature Title Date - -------------------------- ----------------------------------- ------------ Chairman of the Board, /s/ GARY D. OWENS President, Chief Executive Officer - -------------------------- (Principle Executive Officer) and Gary D. Owens Director June 4, 1999 /s/ THOMAS T. MCENTIRE Chief Financial Officer - -------------------------- (Principle Financial and Thomas T. McEntire Accounting Officer) June 4, 1999 - -------------------------- Satoru Ohya Director - ------------------------ Katsuhiko Kobayashi Director /s/ ERNEST M. HALL, JR. - -------------------------- Ernest M. Hall, Jr. Director June 4, 1999 - -------------------------- Thomas L. Davis Director /s/ MICHAEL J. SHEEN - -------------------------- Michael J. Sheen Director June 4, 1999 /s/ CHARLES H. STILL - -------------------------- Charles H. Still Director June 4, 1999 II-2 EXHIBIT INDEX Exhibit Number Description - -------------- -------------------------------------------------------------- 4.1 OYO Geospace Corporation 1997 Key Employee Stock Option Plan (incorporated by reference to Amendment No. 1 to the Registrant's Registration Statement on Form S-1 filed November 5, 1997 (Registration No. 333-36727. 4.2 Amendment No. 1 to OYO Geospace Corporation 1997 Key Employee Stock Option Plan, dated February 2, 1998 (incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended September 30, 1998, filed December 21, 1998). 4.3 Amendment No. 2 to OYO Geospace Corporation 1997 Key Employee Stock Option Plan, dated November 16, 1998 (incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended September 30, 1998, filed December 21, 1998). 5.1 Opinion of Fulbright & Jaworski L.L.P. 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1 to this Registration Statement). 24.1 Powers of Attorney (included on Page II-2 of this Registration Statement). EX-5.1 2 OPINION OF FULBRIGHT & JAWORSKI LLP EXHIBIT 5.1 ----------- [Letterhead of Fulbright & Jaworski L.L.P.] June 4, 1999 OYO Geospace Corporation 12750 S.. Kirkwood, Suite 200 Stafford, Texas 77477 Gentlemen: We have acted as counsel for OYO Geospace Corporation, a Delaware corporation (the "Registrant"), in connection with the registration under the Securities Act of 1933 of 200,000 shares of the Registrant's common stock, par value $.01 per share (the "Shares"), to be offered upon the terms and subject to the conditions set forth in the Registrant's 1997 Key Employee Stock Option Plan, as amended (the "Employee Plan"). In connection therewith, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Restated Certificate of Incorporation of the Registrant, as amended, the amended Bylaws of the Registrant, the Employee Plan, the records of relevant corporate proceedings with respect to the offering of the Shares and such other documents and instruments as we have deemed necessary or appropriate for the expression of the opinions contained herein. We also have examined the Registrant's Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission with respect to the Shares. We have assumed the authenticity and completeness of all records, certificates and other instruments submitted to us as originals, the conformity to original documents of all records, certificates and other instruments submitted to us as copies, the authenticity and completeness of the originals of those records, certificates and other instruments submitted to us as copies and the correctness of all statements of fact contained in all records, certificates and other instruments that we have examined. Based on the foregoing, and having regard for such legal considerations as we have deemed relevant, we are of the opinion that the Shares have been duly and validly authorized for issuance and, when issued in accordance with the terms of the Employee Plan, will be duly and validly issued, fully paid and nonassessable. The opinions expressed herein relate solely to, are based solely upon and are limited exclusively to the laws of the State of Texas and the federal laws of the United States of America, to the extent applicable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name under the caption "Item 5. Interests of Named Experts and Counsel" in the Registration Statement. Very truly yours, /s/ FULBRIGHT & JAWORSKI L.L.P. Fulbright & Jaworski L.L.P. EX-23.1 3 CONSENT OF COOPERS & LYBRAND LLP EXHIBIT 23.1 ------------ CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement of OYO Geospace Corporation on Form S-8 (File No. 333-xxxxx) of our reports dated November 17, 1998, except for Note 17 thereto, as to which the date is December 8, 1998, on our audits of the consolidated financial statements and financial statement schedule of OYO Geospace Corporation, which reports are included in the Annual Report on Form 10-K of OYO Geospace Corporation for the fiscal year ended September 30, 1998, filed December 21, 1998 (File No. 001-13601). /s/ PRICEWATERHOUSECOOPERS LLP PricewaterhouseCoopers LLP Houston, Texas June 4, 1999 -----END PRIVACY-ENHANCED MESSAGE-----