As filed with the Securities and Exchange Commission on November 9, 2001
Registration No. 333-
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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 ELECTIVE DEFERRAL 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
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Deferred Compensation Obligations (1) $75,000,000 100% $75,000,000 (2) $18,750
====================================================================================================================
(1) The Deferred Compensation Obligations are unsecured obligations of
Halliburton Company and certain of its subsidiaries to pay deferred compensation
in the future in accordance with the terms of the Halliburton Elective Deferral
Plan.
(2) Estimated solely for the purpose of calculating the registration fee.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to the participating employees as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended. Such documents and the
documents incorporated by reference herein pursuant to Item 3 of Part II hereof,
taken together, constitute a prospectus that meets the requirements of Sections
10(a) of the Securities Act.
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, 2000;
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2001, June 30, 2001, and September 30, 2001; and
(c) The Registrant's Current Reports on Form 8-K filed on January 2,
2001; January 3, 2001; February 2, 2001; February 2, 2001; February 20,
2001; March 6, 2001; March 13, 2001; March 23, 2001; April 11, 2001; April
27, 2001; May 1, 2001; May 10, 2001; May 16, 2001; June 7, 2001; June 29,
2001; July 12, 2001; July 20, 2001; July 27, 2001; July 27, 2001; October
19, 2001; October 26, 2001; October 30, 2001; November 6, 2001; and
November 7, 2001.
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, as amended,
after the date of this registration statement and prior to the filing of a
post-effective amendment which indicates that all securities offered by this
registration statement have been sold or which deregisters all securities then
remaining unsold, will 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 4. Description of Securities.
Under the Halliburton Elective Deferral Plan, Halliburton will provide to
eligible employees (limited to a group of management or highly compensated
employees of Halliburton and certain of its subsidiaries) the opportunity to
irrevocably defer to a future year the receipt of certain compensation. The
amount of compensation to be deferred by each participant will be determined in
accordance with the Plan based on the elections of each participant. The amounts
of compensation deferred by participants under the Plan are referred to as
"Deferred Compensation Obligations."
The Deferred Compensation Obligations will be payable on the date or dates
selected by each participant in accordance with the terms of the Plan or, if
earlier, upon the date of death, disability or other termination of employment
pursuant to the terms of the Plan. In addition, a participant may withdraw
amounts in his or her account in the sole discretion of the committee in the
event of an unforeseeable emergency as defined in the Plan. The Plan also
provides for an automatic distribution of participants' account balances if the
Standard & Poor's rating for Halliburton's senior indebtedness falls below BBB.
All payments to participants under the Plan will be subject to withholding for
applicable taxes.
The Plan will be administered and enforced by a committee consisting of at
least three members of Halliburton's executive management appointed by
Halliburton's Compensation Committee of Directors. The committee will designate
from time to time one or more benchmark investment options in which the account
of each participant under the Plan will be deemed invested. An investment return
(gain or loss) will periodically be credited to, or deducted from, the Plan
account of each participant in an amount the participant would have earned (or
lost) if the amount deferred had been invested among the benchmark investment
options to which the participant allocated his or her Plan account. A
participant will be one hundred percent vested in the amounts the participant
elects to defer into his or her account and any investment return on such
amounts.
The Deferred Compensation Obligations will be unsecured general obligations
of the employing entity that is obligated to pay the deferred compensation in
the future (the "Employer") in accordance with the terms of the Plan, and will
rank equally with other unsecured indebtedness of such Employer. Halliburton may
establish a non-qualified trust to pay benefits under the Plan. In such case,
the trust will be funded to the extent Halliburton determines, in its
discretion, and the trust assets attributable to an Employer will also be
subject to the claims of such Employer's general creditors.
No participant or beneficiary may sell, transfer, assign, or encumber in
any manner, either voluntarily or involuntarily, any amounts, or any portion
thereof, payable under the Plan.
Halliburton may amend or terminate the Plan at any time; provided, however,
that no such amendment or termination may impair the rights of a participant
with respect to amounts already allocated to his or her account.
Item 5. Interests of Named Experts and Counsel.
The validity of the securities being registered hereby has been passed upon
for Halliburton by Susan S. Keith, Halliburton's Vice President, Secretary and
Corporate Counsel. Ms. Keith beneficially owns 27,454 shares of Halliburton
Common Stock and holds options to purchase 83,875 additional shares of Common
Stock. Ms. Keith currently participates in the Plan.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware or
DGCL, provides that a Delaware corporation has the power, under specified
circumstances, to indemnify its directors, officers, employees, and agents.
Indemnification is allowed in connection with threatened, pending, or completed
actions, suits, or proceedings, whether civil, criminal, administrative, or
investigative, other than an action by or in right of the corporation, brought
against them by reason of the fact that they were or are directors, officers,
employees, or agents, for:
o expenses, judgments, and fines; and
o amounts paid in settlement actually and reasonably incurred in any action,
suit, or proceeding.
Article X of the Registrant's restated certificate of incorporation together
with Section 47 of its by-laws provide for indemnification of each person who is
or was made a party to any actual or threatened civil, criminal, administrative,
or investigative action, suit, or proceeding because:
o the person is or was an officer or director of the Registrant; or
o is a person who is or was serving at the request of the Registrant as a
director, officer, employee, or agent of another corporation or of a
partnership, joint venture trust, or other enterprise, including service
relating to employee benefit plans,
to the fullest extent permitted by the DGCL as it existed at the time the
indemnification provisions of the Registrant's restated certificate of
incorporation and the by-laws were adopted or as may be amended. Section 47 of
the Registrant's by-laws and Article X of its restated certificate of
incorporation expressly provide that they are not the exclusive methods of
indemnification.
Section 47 of the by-laws provides that the Registrant may maintain
insurance, at its own expense, to protect itself and any director, officer,
employee, or agent of the Registrant or of another entity against any expense,
liability, or loss. This insurance coverage may be maintained regardless of
whether the Registrant would have the power to indemnify the person against the
expense, liability, or loss under the DGCL.
Section 102(b)(7) of the DGCL provides that a certificate of incorporation
may contain a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director. However, that provision shall not eliminate or
limit the liability of a director:
o for any breach of the director's duty of loyalty to the corporation or its
stockholders;
o for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
o under Section 174 of the DGCL, relating to liability for unauthorized
acquisitions or redemptions of, or dividends on, capital stock; or
o for any transaction from which the director derived an improper personal
benefit.
Article XV of the Registrant's restated certificate of incorporation contains
this type of provision.
Item 8. Exhibits.
4.1 Halliburton Elective Deferral Plan, as amended and restated effective
January 1, 2002.
5.1 Opinion of Susan S. Keith, Vice President, Secretary and Corporate
Counsel of Halliburton, as to the legality of the securities being
registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Susan S. Keith (included in Exhibit 5.1).
24.1 Powers of Attorney for the following directors:
Lord Clitheroe
Robert L. Crandall
Kenneth T. Derr
Charles J. DiBona
Lawrence S. Eagleburger
W. R. Howell
Ray L. Hunt
Aylwin B. Lewis
J. Landis Martin
Jay A. Precourt
Debra L. Reed
C. J. Silas
Item 9. Undertakings.
The 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, as amended (the "1933 Act");
(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 the 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 end 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 not more than a 20% 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 (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the 1933 Act,
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.
The undersigned Registrant hereby undertakes that for the purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 , as amended (the "Exchange Act")(and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) 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.
Insofar as indemnification of liabilities arising under the 1933 Act 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 Commission such indemnification is against
public policy as expressed in the 1933 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 1933 Act
and will be governed by the final adjudication of such issue.
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 8th day of
November, 2001.
HALLIBURTON COMPANY
By: /s/ David J. Lesar
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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 November 8, 2001
-------------------------------------------- and Chief Executive Officer
David J. Lesar and Director
(Principal Executive Officer)
/s/ Douglas L. Foshee Executive Vice President November 8, 2001
-------------------------------------------- and Chief Financial Officer
Douglas L. Foshee (Principal Financial Officer)
/s/ R. Charles Muchmore, Jr. Vice President and Controller November 8, 2001
-------------------------------------------- (Principal Accounting Officer)
R. Charles Muchmore, Jr.
* LORD CLITHEROE Director
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Lord Clitheroe
* KENNETH T. DERR Director
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Kenneth T. Derr
* CHARLES J. DIBONA Director
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Charles J. DiBona
* LAWRENCE S. EAGLEBURGER Director
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Lawrence S. Eagleburger
* W. R. HOWELL Director
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W. R. Howell
* AYLWIN B. LEWIS Director
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Aylwin B. Lewis
* J. LANDIS MARTIN Director
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J. Landis Martin
* JAY A. PRECOURT Director
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Jay A. Precourt
* DEBRA L. REED Director
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Debra L. Reed
* C. J. SILAS Director
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C. J. Silas
* ROBERT L. CRANDALL Director
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Robert L. Crandall
* RAY L. HUNT Director
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Ray L. Hunt
*By: /s/ Susan S. Keith
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Susan S. Keith
Pursuant to
Power of Attorney
Date: November 8, 2001
INDEX TO EXHIBITS
Exhibit Description
Number
4.1 Halliburton Elective Deferral Plan, as amended and restated
effective January 1, 2002.
5.1 Opinion of Susan S. Keith, Vice President, Secretary and
Corporate Counsel of Halliburton, as to the legality of the
securities being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Susan S. Keith (included in Exhibit 5.1).
24.1 Powers of Attorney for the following directors:
Lord Clitheroe
Robert L. Crandall
Kenneth T. Derr
Charles J. DiBona
Lawrence S. Eagleburger
W. R. Howell
Ray L. Hunt
Aylwin B. Lewis
J. Landis Martin
Jay A. Precourt
Debra L. Reed
C. J. Silas