As filed with the Securities and Exchange Commission on July 29, 2010
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
T-3 Energy Services, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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76-0697390
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(State or other jurisdiction
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(I.R.S. Employer
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of incorporation or organization)
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Identification No.)
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7135 Ardmore
Houston, Texas 77054
(713) 996-4110
(Address, including zip code, and telephone number,
including area code, of registrants principal executive offices)
Richard M. Safier
General Counsel and Secretary
7135 Ardmore
Houston, Texas 77054
(713) 996-4110
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to
:
Stephen M. Gill
Vinson & Elkins L.L.P.
First City Tower
1001 Fannin Street, Suite 2500
Houston, Texas 77002-6760
Telephone: (713) 758-4458
Facsimile: (713) 615-5956
Approximate date of commencement of proposed sale to the public
: From time to time after
the effective date of this registration statement as determined by market conditions and other
factors.
If the only securities being registered on this form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box.
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If any of the securities being registered on this form are being offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment plans, please check the following
box.
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If this form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering.
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If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
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If this form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box.
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If this form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act, check the following box.
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The Registrant hereby amends this Registration Statement on such date or dates as may be
necessary to delay its effective date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission acting pursuant to said 8(a) may determine.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
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Non-accelerated filer
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Large accelerated filer
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Accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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CALCULATION OF REGISTRATION FEE
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Title of each class of
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Amount to be
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Proposed Maximum
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Proposed Maximum
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securities to be registered (1)
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registered
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Offering Price per Security
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Offering Price
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Amount of registration fee
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Debt Securities (2)(3)
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Common Stock, par value $0.001 per share
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Preferred Stock, par value $0.001 per
share (2)
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Depositary Shares (4)
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Warrants (2)
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Total
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N/A
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N/A
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$250,000,000 (5)(6)
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$17,825 (6)(7)
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(1)
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Any securities registered hereunder may be sold separately or as units with other securities
registered hereunder.
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(2)
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This registration statement also covers an indeterminate amount of securities that may be
issued in exchange for, or upon conversion or exercise of, the Debt Securities, Preferred
Stock or Warrants being registered.
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(3)
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The aggregate principal amount of the Debt Securities may be increased if any Debt Securities
are issued at an original issue discount, in which case the gross proceeds received will be
equal to the amount being registered above. Any offering of Debt Securities denominated in
other than United States dollars will be treated as the United States-dollar equivalent
calculated using the exchange rate that is applicable at the time of initial offering. The
aggregate initial offering price of all securities being registered under this registration
statement will not exceed $250 million (or the foreign-currency or composite-currency
equivalents).
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(4)
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The Depositary Shares being registered will be evidenced by depositary receipts issued under
a depositary agreement. If T-3 Energy Services, Inc. elects to offer fractional interests in
shares of preferred stock to the public, depositary receipts will be distributed to investors
purchasing the fractional interests and the shares will be issued to the depositary under the
depositary agreement.
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(5)
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Rule 457(o) permits the registration statement fee to be calculated on the basis of the
maximum offering price of all of the securities listed. Therefore, the table does not specify
information as to the amount to be registered by each class or the proposed maximum offering
price per security.
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(6)
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No separate consideration will be received for any securities being registered that are
issued in exchange for, or upon conversion or exercise of, the Debt Securities, Preferred
Stock or Warrants being registered hereunder.
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(7)
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Securities registered under registration statement File No. 333-140254 previously filed
by T-3 Energy Services, Inc. on January 26, 2007, having an aggregate offering price of
$475,998,584, remain unsold. In accordance with Rule 457(p), the registration fee of
$50,931.85 associated with such unsold securities is offset against the total registration fee
due in connection with this registration statement.
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The information in this prospectus is not complete and may be changed. This prospectus is
not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where
the offer or sale is not permitted. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective.
Subject to completion, dated July 29, 2010
Prospectus
$250,000,000
T-3 Energy Services, Inc.
Debt Securities
Common Stock
Preferred Stock
Depositary Shares
Warrants
We may offer and sell the securities listed above from time to time in one or more
offerings in one or more classes or series.
The aggregate initial offering price of the securities that we will offer will not exceed
$250,000,000. We will offer the securities in amounts, at prices and on terms to be determined by
market conditions at the time of the offerings. The securities may be offered separately or
together in any combination or as a separate series.
This prospectus provides you with a general description of the securities that may be offered.
Each time securities are offered, we will provide a prospectus supplement and attach it to this
prospectus. The prospectus supplement will contain more specific information about the offering
and the terms of the securities being offered. A prospectus supplement may also add, update or
change information contained in this prospectus. This prospectus may not be used to offer or sell
securities without a prospectus supplement describing the method and terms of the offering.
We may sell these securities directly or through agents, underwriters or dealers, or through a
combination of these methods. See Plan of Distribution. The prospectus supplement will list any
agents, underwriters or dealers that may be involved and the compensation they will receive. The
prospectus supplement will also show you the total amount of money that we will receive from
selling the securities being offered, after the expenses of the offering. You should carefully
read this prospectus and any accompanying prospectus supplement, together with the documents we
incorporate by reference, before you invest in any of our securities.
Investing in any of our securities involves risk. Please read carefully the information
included and incorporated by reference in this prospectus and in any applicable prospectus
supplement for a discussion of the factors you should consider before deciding to purchase our
securities. See Risk Factors beginning on page 2 of this prospectus.
Our common stock is traded on The Nasdaq Global Market under the symbol TTES.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2010
In making your investment decision, you should rely only on the information contained or
incorporated by reference in this prospectus. We have not authorized anyone to provide you with
any other information. If anyone provides you with different or inconsistent information, you
should not rely on it.
You should not assume that the information contained in this prospectus is accurate as of any
date other than the date on the front cover of this prospectus. You should not assume that the
information contained in the documents incorporated by reference in this prospectus is accurate as
of any date other than the respective dates of those documents. Our business, financial condition,
results of operations and prospects may have changed since those dates.
TABLE OF CONTENTS
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Page
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About This Prospectus
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1
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T-3 Energy Services
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1
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Risk Factors
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Cautionary Statement Regarding Forward-Looking Statements
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3
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Use of Proceeds
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Ratio of Earnings to Fixed Charges
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5
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Description of Debt Securities
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Description of Capital Stock
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Description of Depositary Shares
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Description of Warrants
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Plan of Distribution
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Legal Matters
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Experts
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24
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Where You Can Find More Information
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Incorporation of Certain Documents by Reference
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ABOUT THIS PROSPECTUS
This prospectus is a part of a registration statement that we filed with the Securities and
Exchange Commission, or SEC, using a shelf registration or continuous offering process. Using
this process, we may offer any combination of the securities described in this prospectus in one or
more offerings with a total initial offering price of up to $250,000,000. In this prospectus
(including the documents incorporated by reference), we have summarized material provisions of
contracts and other documents, which are included as exhibits to the registration statement. For a
complete description of their terms, you should review the full text of the documents.
This prospectus provides you with a general description of the securities we may offer. Each
time we use this prospectus to offer securities, we will provide you with a prospectus supplement
containing specific information about the terms of the securities being offered. That prospectus
supplement may include additional risk factors or other considerations applicable to that offering.
A prospectus supplement may also add, update or change information in this prospectus. If there
is any inconsistency between the information in this prospectus and any prospectus supplement, you
should rely on the information in the prospectus supplement. You should read both this prospectus
and any prospectus supplement together with the additional information described under the heading
Where You Can Find More Information.
You should rely only on the information contained in or incorporated by reference in this
prospectus or a prospectus supplement. We have not authorized any person to give any information
or to make any representations not contained or incorporated by reference in this prospectus. This
prospectus is neither an offer to sell nor a solicitation of an offer to buy securities where an
offer or solicitation would be unlawful. You should not assume the information in this prospectus
or a prospectus supplement is accurate as of any date other than the date on the front of the
documents.
Except as otherwise set forth in this prospectus, the Company, we, our, and us refer
to T-3 Energy Services, Inc. and its consolidated subsidiaries.
T-3 ENERGY SERVICES, INC.
We design, manufacture, repair and service products used in the drilling and completion of new
oil and gas wells, the workover of existing wells, and the production and transportation of oil and
gas. Our products are used in both onshore and offshore applications throughout the world. Our
customer base consists of other oilfield service companies, major and independent oil and gas
companies, national energy companies and pipeline companies.
We are a publicly traded Delaware corporation with principal executive offices located at 7135
Ardmore, Houston, Texas 77054. Our common stock is traded on The NASDAQ Global Select Market under
the symbol TTES.
1
RISK FACTORS
An investment in our securities involves a significant degree of risk. Before you invest in
our securities you should carefully consider those risk factors included in our most recent Annual
Report on Form 10-K, any Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K, which
are incorporated herein by reference, and those risk factors that may be included in any applicable
prospectus supplement, together with all of the other information included in this prospectus, any
prospectus supplement and the documents we incorporate by reference, in evaluating an investment in
our securities. If any of the risks discussed in the foregoing documents were to occur, our
business, financial condition, results of operations and cash flows could be materially adversely
affected. Please read Cautionary Statement Regarding Forward-Looking Statements.
2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in or incorporated by reference in this prospectus, our filings
with the SEC, which are incorporated by reference herein, and our public releases, including, but
not limited to, information regarding the status and progress of our operating activities, the
plans and objectives of our management, assumptions regarding our future performance and plans, our
liquidity and capital resources, and any financial guidance provided therein are forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. The words believe, may, will, estimate, continue,
anticipate, intend, budget, predict, project, expect and similar expressions identify
these forward-looking statements, although not all forward-looking statements contain these
identifying words. These forward-looking statements are made subject to certain risks and
uncertainties that could cause actual results to differ materially from those stated. Risks and
uncertainties that could cause or contribute to such differences include, without limitation, those
discussed in Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2009
and our subsequent SEC filings, as well as those factors summarized below:
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sustained or further declines in the prices for oil and natural gas;
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declines in spending levels in the oil and natural gas industry;
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general economic and business conditions, either internationally or domestically or in
the jurisdictions in which we operate;
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our ability to deliver our backlog in a timely fashion;
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our ability to successfully manage our growth and implement our business plan, including
risks and uncertainties associated with acquisitions;
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failing to develop and commercialize new products;
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damage to our brand name;
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shortages of products used in the manufacture of our products, including raw materials;
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competition in the oilfield services industry;
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our exposure to product liability claims, warranty claims or other claims or litigation;
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the effects of governmental regulation and other legal requirements; and
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shortages of qualified personnel.
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We largely base these forward-looking statements on our expectations and beliefs concerning
future events, which reflect estimates and assumptions made by our management. These estimates and
assumptions reflect our best judgment based on currently known market conditions and other factors
relating to our operations and business environment, all of which are difficult to predict and many
of which are beyond our control.
Although we believe our estimates and assumptions to be reasonable, they are inherently
uncertain and involve a number of risks and uncertainties that are beyond our control. Our
assumptions about future events may prove to be inaccurate. We caution you that the
forward-looking statements contained in this prospectus are not guarantees of future performance,
and we cannot assure you that those statements will be realized or the forward-looking events and
circumstances will occur. Actual results may differ materially from those anticipated or implied
in the forward-looking statements due to the factors listed in the section entitled Risk Factors
included in our Annual Report on Form 10-K for the year ended December 31, 2009 and our subsequent
SEC filings, which are incorporated by reference herein. All forward-looking statements speak only
as of the date of this prospectus, or as of the date of the document incorporated by reference
herein, as applicable. We do not intend to publicly update or revise any forward-looking
statements as a result of new information, future events or otherwise, except as required by law.
These cautionary statements qualify all forward-looking statements attributable to us or
persons acting on our behalf.
3
USE OF PROCEEDS
Unless we inform you otherwise in a prospectus supplement, we intend to use the net proceeds
from the sale of the securities offered hereby for general corporate purposes, including repayment
or refinancing of debt, acquisitions, working capital, capital expenditures, and repurchases and
redemptions of securities. Pending any specific application, we may initially invest funds in
short term marketable securities or apply them to the reduction of other short term indebtedness.
4
RATIO OF EARNINGS TO FIXED CHARGES
The following table contains our consolidated ratios of earnings to fixed charges and ratios
of earnings to fixed charges plus preferred stock dividends for the periods indicated.
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Six Months Ended
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June 30,
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Year Ended December 31,
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2010
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2009
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2008
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2007
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2006
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2005
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Ratio of earnings to fixed charges
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12.88
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15.65
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9.96
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24.16
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21.31
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7.57
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The ratios were computed by dividing earnings by fixed charges. For this purpose,
earnings represent the aggregate of (i) income from continuing operations before income taxes and
(ii) fixed charges. Fixed charges consists of interest expense, amortization of deferred
financing costs and an estimate of the interest within rental expense.
5
DESCRIPTION OF DEBT SECURITIES
The Debt Securities will be either our senior debt securities (Senior Debt Securities) or
our subordinated debt securities (Subordinated Debt Securities). The Senior Debt Securities and
the Subordinated Debt Securities will be issued under separate indentures among us and a trustee to
be determined (the Trustee). Senior Debt Securities will be issued under a Senior Indenture,
and Subordinated Debt Securities will be issued under a Subordinated Indenture. Together, the
Senior Indenture and the Subordinated Indenture are called Indentures.
The Debt Securities may be issued from time to time in one or more series. The particular
terms of each series that are offered by a prospectus supplement will be described in the
prospectus supplement.
Our rights and the rights of our creditors, including holders of the Debt Securities, to
participate in the assets of any subsidiary upon the latters liquidation or reorganization will be
subject to the prior claims of the subsidiarys creditors, except to the extent that we may ourself
be a creditor with recognized claims against such subsidiary.
We have summarized selected provisions of the Indentures below. The summary is not complete.
The form of each Indenture has been filed with the SEC as an exhibit to the registration statement
of which this prospectus is a part, and you should read the Indentures for provisions that may be
important to you. Capitalized terms used in the summary have the meanings specified in the
Indentures.
General
The Indentures provide that Debt Securities in separate series may be issued thereunder from
time to time without limitation as to aggregate principal amount. We may specify a maximum
aggregate principal amount for the Debt Securities of any series. We will determine the terms and
conditions of the Debt Securities, including the maturity, principal and interest, but those terms
must be consistent with the Indenture. The Debt Securities will be our unsecured obligations.
The Subordinated Debt Securities will be subordinated in right of payment to the prior payment
in full of all of our Senior Debt as described under Subordination of Subordinated Debt
Securities and in the prospectus supplement applicable to any Subordinated Debt Securities. If
the prospectus supplement so indicates, the Debt Securities will be convertible into our common
stock.
The applicable prospectus supplement will set forth the price or prices at which the Debt
Securities to be issued will be offered for sale and will describe the following terms of such Debt
Securities:
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(1)
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the title of the Debt Securities;
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(2)
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whether the Debt Securities are Senior Debt Securities or Subordinated Debt Securities
and, if Subordinated Debt Securities, the related subordination terms;
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(3)
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any limit on the aggregate principal amount of the Debt Securities;
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(4)
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each date on which the principal of the Debt Securities will be payable;
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(5)
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the interest rate that the Debt Securities will bear and the interest payment dates for
the Debt Securities;
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(6)
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each place where payments on the Debt Securities will be payable;
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(7)
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any terms upon which the Debt Securities may be redeemed, in whole or in part, at our
option;
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(8)
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any sinking fund or other provisions that would obligate us to redeem or otherwise
repurchase the Debt Securities;
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(9)
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the portion of the principal amount, if less than all, of the Debt Securities that will
be payable upon declaration of acceleration of the Maturity of the Debt Securities;
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(10)
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whether the Debt Securities are defeasible;
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(11)
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any addition to or change in the Events of Default;
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(12)
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whether the Debt Securities are convertible into our common stock and, if so, the terms
and conditions upon which conversion will be effected, including the initial conversion
price or conversion rate and any adjustments thereto and the conversion period;
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(13)
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any addition to or change in the covenants in the Indenture applicable to the Debt
Securities; and
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(14)
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any other terms of the Debt Securities not inconsistent with the provisions of the
Indenture.
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Debt Securities, including any Debt Securities that provide for an amount less than the
principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity
thereof (Original Issue Discount Securities), may be sold at a substantial discount below their
principal amount. Special United States federal income tax considerations applicable to Debt
Securities sold at an original issue discount may be described in the applicable prospectus
supplement. In addition, special United States federal income tax or other considerations
applicable to any Debt Securities that are denominated in a currency or currency unit other than
United States dollars may be described in the applicable prospectus supplement.
Subordination of Subordinated Debt Securities
The indebtedness evidenced by the Subordinated Debt Securities will, to the extent set forth
in the Subordinated Indenture with respect to each series of Subordinated Debt Securities, be
subordinated in right of payment to the prior payment in full of all of our Senior Debt, including
the Senior Debt Securities, and it may also be senior in right of payment to all of our
Subordinated Debt. The prospectus supplement relating to any Subordinated Debt Securities will
summarize the subordination provisions of the Subordinated Indenture applicable to that series
including:
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the applicability and effect of such provisions upon any payment or distribution
respecting that series following any liquidation, dissolution or other winding-up, or any
assignment for the benefit of creditors or other marshalling of assets or any bankruptcy,
insolvency or similar proceedings;
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the applicability and effect of such provisions in the event of specified defaults with
respect to any Senior Debt, including the circumstances under which and the periods during
which we will be prohibited from making payments on the Subordinated Debt Securities; and
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the definition of Senior Debt applicable to the Subordinated Debt Securities of that
series and, if the series is issued on a senior subordinated basis, the definition of
Subordinated Debt applicable to that series.
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The prospectus supplement will also describe as of a recent date the approximate amount of
Senior Debt to which the Subordinated Debt Securities of that series will be subordinated.
The failure to make any payment on any of the Subordinated Debt Securities by reason of the
subordination provisions of the Subordinated Indenture described in the prospectus supplement will
not be construed as preventing the occurrence of an Event of Default with respect to the
Subordinated Debt Securities arising from any such failure to make payment.
The subordination provisions described above will not be applicable to payments in respect of
the Subordinated Debt Securities from a defeasance trust established in connection with any legal
defeasance or covenant defeasance of the Subordinated Debt Securities as described under Legal
Defeasance and Covenant Defeasance.
Form, Exchange and Transfer
The Debt Securities of each series will be issuable only in fully registered form, without
coupons, and, unless otherwise specified in the applicable prospectus supplement, only in
denominations of $1,000 and integral multiples thereof.
7
At the option of the Holder, subject to the terms of the applicable Indenture and the
limitations applicable to Global Securities, Debt Securities of each series will be exchangeable
for other Debt Securities of the same series of any authorized denomination and of a like tenor and
aggregate principal amount.
Subject to the terms of the applicable Indenture and the limitations applicable to Global
Securities, Debt Securities may be presented for exchange as provided above or for registration of
transfer (duly endorsed or with the form of transfer endorsed thereon duly executed) at the office
of the Security Registrar or at the office of any transfer agent designated by us for such purpose.
No service charge will be made for any registration of transfer or exchange of Debt Securities,
but we may require payment of a sum sufficient to cover any tax or other governmental charge
payable in that connection. Such transfer or exchange will be effected upon the Security Registrar
or such transfer agent, as the case may be, being satisfied with the documents of title and
identity of the person making the request. The Security Registrar and any other transfer agent
initially designated by us for any Debt Securities will be named in the applicable prospectus
supplement. We may at any time designate additional transfer agents or rescind the designation of
any transfer agent or approve a change in the office through which any transfer agent acts, except
that we will be required to maintain a transfer agent in each Place of Payment for the Debt
Securities of each series.
If the Debt Securities of any series (or of any series and specified tenor) are to be redeemed
in part, we will not be required to (1) issue, register the transfer of or exchange any Debt
Security of that series (or of that series and specified tenor, as the case may be) during a period
beginning at the opening of business 15 days before the day of mailing of a notice of redemption of
any such Debt Security that may be selected for redemption and ending at the close of business on
the day of such mailing or (2) register the transfer of or exchange any Debt Security so selected
for redemption, in whole or in part, except the unredeemed portion of any such Debt Security being
redeemed in part.
Global Securities
Some or all of the Debt Securities of any series may be represented, in whole or in part, by
one or more Global Securities that will have an aggregate principal amount equal to that of the
Debt Securities they represent. Each Global Security will be registered in the name of a
Depositary or its nominee identified in the applicable prospectus supplement, will be deposited
with such Depositary or nominee or its custodian and will bear a legend regarding the restrictions
on exchanges and registration of transfer thereof referred to below and any such other matters as
may be provided for pursuant to the applicable Indenture.
Notwithstanding any provision of the Indentures or any Debt Security described in this
prospectus, no Global Security may be exchanged in whole or in part for Debt Securities registered,
and no transfer of a Global Security in whole or in part may be registered, in the name of any
Person other than the Depositary for such Global Security or any nominee of such Depositary unless:
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(1)
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the Depositary has notified us that it is unwilling or unable to continue as Depositary
for such Global Security or has ceased to be qualified to act as such as required by the
applicable Indenture, and in either case we fail to appoint a successor Depositary within
90 days;
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(2)
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an Event of Default with respect to the Debt Securities represented by such Global
Security has occurred and is continuing and the Trustee has received a written request from
the Depositary to issue certificated Debt Securities;
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(3)
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subject to the rules of the Depositary, we shall have elected to terminate the
book-entry system through the Depositary; or
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(4)
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other circumstances exist, in addition to or in lieu of those described above, as may
be described in the applicable prospectus supplement.
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All certificated Debt Securities issued in exchange for a Global Security or any portion
thereof will be registered in such names as the Depositary may direct.
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As long as the Depositary, or its nominee, is the registered holder of a Global Security, the
Depositary or such nominee, as the case may be, will be considered the sole owner and Holder of
such Global Security and the Debt Securities that it represents for all purposes under the Debt
Securities and the applicable Indenture. Except in the limited circumstances referred to above,
owners of beneficial interests in a Global Security will not be entitled to have such Global
Security or any Debt Securities that it represents registered in their names, will not receive or
be entitled to receive physical delivery of certificated Debt Securities in exchange for those
interests and will not be considered to be the owners or Holders of such Global Security or any
Debt Securities that it represents for any purpose under the Debt Securities or the applicable
Indenture. All payments on a Global Security will be made to the Depositary or its nominee, as the
case may be, as the Holder of the security. The laws of some jurisdictions may require that some
purchasers of Debt Securities take physical delivery of such Debt Securities in certificated form.
These laws may impair the ability to transfer beneficial interests in a Global Security.
Ownership of beneficial interests in a Global Security will be limited to institutions that
have accounts with the Depositary or its nominee (participants) and to persons that may hold
beneficial interests through participants. In connection with the issuance of any Global Security,
the Depositary will credit, on its book-entry registration and transfer system, the respective
principal amounts of Debt Securities represented by the Global Security to the accounts of its
participants. Ownership of beneficial interests in a Global Security will be shown only on, and
the transfer of those ownership interests will be effected only through, records maintained by the
Depositary (with respect to participants interests) or any such participant (with respect to
interests of Persons held by such participants on their behalf). Payments, transfers, exchanges
and other matters relating to beneficial interests in a Global Security may be subject to various
policies and procedures adopted by the Depositary from time to time. None of us, the Trustees or
the agents of us or the Trustees will have any responsibility or liability for any aspect of the
Depositarys or any participants records relating to, or for payments made on account of,
beneficial interests in a Global Security, or for maintaining, supervising or reviewing any records
relating to such beneficial interests.
Payment and Paying Agents
Unless otherwise indicated in the applicable prospectus supplement, payment of interest on a
Debt Security on any Interest Payment Date will be made to the Person in whose name such Debt
Security (or one or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest.
Unless otherwise indicated in the applicable prospectus supplement, principal of and any
premium and interest on the Debt Securities of a particular series will be payable at the office of
such Paying Agent or Paying Agents as we may designate for such purpose from time to time, except
that at our option payment of any interest on Debt Securities in certificated form may be made by
check mailed to the address of the Person entitled thereto as such address appears in the Security
Register. Unless otherwise indicated in the applicable prospectus supplement, the corporate trust
office of the Trustee under the Senior Indenture in The City of New York will be designated as sole
Paying Agent for payments with respect to Senior Debt Securities of each series, and the corporate
trust office of the Trustee under the Subordinated Indenture in The City of New York will be
designated as the sole Paying Agent for payment with respect to Subordinated Debt Securities of
each series. Any other Paying Agents initially designated by us for the Debt Securities of a
particular series will be named in the applicable prospectus supplement. We may at any time
designate additional Paying Agents or rescind the designation of any Paying Agent or approve a
change in the office through which any Paying Agent acts, except that we will be required to
maintain a Paying Agent in each Place of Payment for the Debt Securities of a particular series.
All money paid by us to a Paying Agent for the payment of the principal of or any premium or
interest on any Debt Security which remains unclaimed at the end of two years after such principal,
premium or interest has become due and payable will be repaid to us, and the Holder of such Debt
Security thereafter may look only to us for payment.
Consolidation, Merger and Sale of Assets
Unless otherwise specified in the prospectus supplement, we may not consolidate with or merge
into, or transfer, lease or otherwise dispose of all or substantially all of our assets to, any
Person (a successor Person), and may not permit any Person to consolidate with or merge into us,
unless:
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(1)
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the successor Person (if not us) is a corporation, partnership, trust or other entity
organized and validly existing under the laws of any domestic jurisdiction and assumes our
obligations on the Debt Securities and under the Indentures;
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(2)
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immediately before and after giving pro forma effect to the transaction, no Event of
Default, and no event which, after notice or lapse of time or both, would become an Event
of Default, has occurred and is continuing; and
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(3)
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several other conditions, including any additional conditions with respect to any
particular Debt Securities specified in the applicable prospectus supplement, are met.
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The successor Person (if not us) will be substituted for us under the applicable Indenture
with the same effect as if it had been an original party to such Indenture, and, except in the case
of a lease, we will be relieved from any further obligations under such Indenture and the Debt
Securities.
Events of Default
Unless otherwise specified in the prospectus supplement, each of the following will constitute
an Event of Default under the applicable Indenture with respect to Debt Securities of any series:
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(1)
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failure to pay principal of or any premium on any Debt Security of that series when
due, whether or not, in the case of Subordinated Debt Securities, such payment is
prohibited by the subordination provisions of the Subordinated Indenture;
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(2)
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failure to pay any interest on any Debt Securities of that series when due, continued
for 30 days, whether or not, in the case of Subordinated Debt Securities, such payment is
prohibited by the subordination provisions of the Subordinated Indenture;
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(3)
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failure to deposit any sinking fund payment, when due, in respect of any Debt Security
of that series, whether or not, in the case of Subordinated Debt Securities, such deposit
is prohibited by the subordination provisions of the Subordinated Indenture;
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(4)
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failure to perform or comply with the provisions described under Consolidation,
Merger and Sale of Assets;
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(5)
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failure to perform any of our other covenants in such Indenture (other than a covenant
included in such Indenture solely for the benefit of a series other than that series),
continued for 60 days after written notice has been given by the applicable Trustee, or the
Holders of at least 25% in principal amount of the Outstanding Debt Securities of that
series, as provided in such Indenture;
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(6)
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any Debt of ourself or any Significant Subsidiary is not paid within any applicable
grace period after final maturity or is accelerated by its holders because of a default and
the total amount of such Debt unpaid or accelerated exceeds $20.0 million;
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(7)
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any judgment or decree for the payment of money in excess of $20.0 million is entered
against us or any Significant Subsidiary remains outstanding for a period of 60 consecutive
days following entry of such judgment and is not discharged, waived or stayed; and
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(8)
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certain events of bankruptcy, insolvency or reorganization affecting us or any
Significant Subsidiary.
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If an Event of Default (other than an Event of Default with respect to T-3 Energy Services,
Inc. described in clause (8) above) with respect to the Debt Securities of any series at the time
Outstanding occurs and is continuing, either the applicable Trustee or the Holders of at least 25%
in principal amount of the Outstanding Debt Securities of that series by notice as provided in the
Indenture may declare the principal amount of the Debt Securities of that series (or, in the case
of any Debt Security that is an Original Issue Discount Debt Security, such portion of the
principal amount of such Debt Security as may be specified in the terms of such Debt Security) to
be due and payable immediately, together with any accrued and unpaid interest thereon. If an Event
of Default with respect to T-3 Energy Services, Inc. described in clause (8) above with respect to
the Debt Securities of any series at the time
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Outstanding occurs, the principal amount of all the Debt Securities of that series (or, in the
case of any such Original Issue Discount Security, such specified amount) will automatically, and
without any action by the applicable Trustee or any Holder, become immediately due and payable,
together with any accrued and unpaid interest thereon. After any such acceleration and its
consequences, but before a judgment or decree based on acceleration, the Holders of a majority in
principal amount of the Outstanding Debt Securities of that series may, under certain
circumstances, rescind and annul such acceleration if all Events of Default with respect to that
series, other than the non-payment of accelerated principal (or other specified amount), have been
cured or waived as provided in the applicable Indenture. For information as to waiver of defaults,
see Modification and Waiver below.
Subject to the provisions of the Indentures relating to the duties of the Trustees in case an
Event of Default has occurred and is continuing, no Trustee will be under any obligation to
exercise any of its rights or powers under the applicable Indenture at the request or direction of
any of the Holders, unless such Holders have offered to such Trustee reasonable security or
indemnity. Subject to such provisions for the indemnification of the Trustees, the Holders of a
majority in principal amount of the Outstanding Debt Securities of any series will have the right
to direct the time, method and place of conducting any proceeding for any remedy available to the
Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt
Securities of that series.
No Holder of a Debt Security of any series will have any right to institute any proceeding
with respect to the applicable Indenture, or for the appointment of a receiver or a trustee, or for
any other remedy thereunder, unless:
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(1)
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such Holder has previously given to the Trustee under the applicable Indenture written
notice of a continuing Event of Default with respect to the Debt Securities of that series;
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(2)
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the Holders of at least 25% in principal amount of the Outstanding Debt Securities of
that series have made written request, and such Holder or Holders have offered reasonable
security or indemnity, to the Trustee to institute such proceeding as trustee; and
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(3)
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the Trustee has failed to institute such proceeding, and has not received from the
Holders of a majority in principal amount of the Outstanding Debt Securities of that series
a direction inconsistent with such request, within 60 days after such notice, request and
offer.
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However, such limitations do not apply to a suit instituted by a Holder of a Debt Security for
the enforcement of payment of the principal of or any premium or interest on such Debt Security on
or after the applicable due date specified in such Debt Security or, if applicable, to convert such
Debt Security.
We will be required to furnish to each Trustee annually a statement by certain of our officers
as to whether or not we, to their knowledge, are in default in the performance or observance of any
of the terms, provisions and conditions of the applicable Indenture and, if so, specifying all such
known defaults.
Modification and Waiver
We may modify or amend an Indenture without the consent of any holders of the Debt Securities
in certain circumstances, including:
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(1)
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to evidence the succession under the Indenture of another Person to us and to provide
for its assumption of our obligations to holders of Debt Securities;
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(2)
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to make any changes that would add any additional covenants of us for the benefit of
the holders of Debt Securities or that do not adversely affect the rights under the
Indenture of the Holders of Debt Securities in any material respect;
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(3)
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to add any additional Events of Default;
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(4)
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to provide for uncertificated notes in addition to or in place of certificated notes;
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(5)
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to secure the Debt Securities;
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(6)
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to establish the form or terms of any series of Debt Securities;
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(7)
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to evidence and provide for the acceptance of appointment under the Indenture of a
successor Trustee;
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(8)
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to cure any ambiguity, defect or inconsistency; or
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(9)
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in the case of any Subordinated Debt Security, to make any change in the subordination
provisions that limits or terminates the benefits applicable to any Holder of Senior Debt.
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Other modifications and amendments of an Indenture may be made by us and the applicable
Trustee with the consent of the Holders of not less than a majority in principal amount of the
Outstanding Debt Securities of each series affected by such modification or amendment; provided,
however, that no such modification or amendment may, without the consent of the Holder of each
Outstanding Debt Security affected thereby:
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(1)
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change the Stated Maturity of the principal of, or any installment of principal of or
interest on, any Debt Security;
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(2)
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reduce the principal amount of, or any premium or interest on, any Debt Security;
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(3)
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reduce the amount of principal of an Original Issue Discount Security or any other Debt
Security payable upon acceleration of the Maturity thereof;
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(4)
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change the place or currency of payment of principal of, or any premium or interest on,
any Debt Security;
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(5)
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impair the right to institute suit for the enforcement of any payment due on or any
conversion right with respect to any Debt Security;
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(6)
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modify the subordination provisions in the case of Subordinated Debt Securities, or
modify any conversion provisions, in either case in a manner adverse to the Holders of the
Subordinated Debt Securities;
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(7)
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reduce the percentage in principal amount of Outstanding Debt Securities of any series,
the consent of whose Holders is required for modification or amendment of the Indenture;
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(8)
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reduce the percentage in principal amount of Outstanding Debt Securities of any series
necessary for waiver of compliance with certain provisions of the Indenture or for waiver
of certain defaults;
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(9)
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modify such provisions with respect to modification, amendment or waiver; or
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(10)
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following the making of an offer to purchase Debt Securities from any Holder that has
been made pursuant to a covenant in such Indenture, modify such covenant in a manner
adverse to such Holder.
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The Holders of not less than a majority in principal amount of the Outstanding Debt Securities
of any series may waive compliance by us with certain restrictive provisions of the applicable
Indenture. The Holders of not less than a majority in principal amount of the Outstanding Debt
Securities of any series may waive any past default under the applicable Indenture, except a
default in the payment of principal, premium or interest and certain covenants and provisions of
the Indenture which cannot be amended without the consent of the Holder of each Outstanding Debt
Security of such series.
Each of the Indentures provides that in determining whether the Holders of the requisite
principal amount of the Outstanding Debt Securities have given or taken any direction, notice,
consent, waiver or other action under such Indenture as of any date:
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(1)
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the principal amount of an Original Issue Discount Security that will be deemed to be
Outstanding will be the amount of the principal that would be due and payable as of such
date upon acceleration of maturity to such date;
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(2)
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if, as of such date, the principal amount payable at the Stated Maturity of a Debt
Security is not determinable (for example, because it is based on an index), the principal
amount of such Debt Security
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deemed to be Outstanding as of such date will be an amount determined in the manner
prescribed for such Debt Security;
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(3)
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the principal amount of a Debt Security denominated in one or more foreign currencies
or currency units that will be deemed to be Outstanding will be the United States-dollar
equivalent, determined as of such date in the manner prescribed for such Debt Security, of
the principal amount of such Debt Security (or, in the case of a Debt Security described in
clause (1) or (2) above, of the amount described in such clause); and
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(4)
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certain Debt Securities, including those owned by us or any of our Affiliates, will not
be deemed to be Outstanding.
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Except in certain limited circumstances, we will be entitled to set any day as a record date
for the purpose of determining the Holders of Outstanding Debt Securities of any series entitled to
give or take any direction, notice, consent, waiver or other action under the applicable Indenture,
in the manner and subject to the limitations provided in the Indenture. In certain limited
circumstances, the Trustee will be entitled to set a record date for action by Holders. If a
record date is set for any action to be taken by Holders of a particular series, only persons who
are Holders of Outstanding Debt Securities of that series on the record date may take such action.
To be effective, such action must be taken by Holders of the requisite principal amount of such
Debt Securities within a specified period following the record date. For any particular record
date, this period will be 180 days or such other period as may be specified by us (or the Trustee,
if it set the record date), and may be shortened or lengthened (but not beyond 180 days) from time
to time.
Satisfaction and Discharge
Each Indenture will be discharged and will cease to be of further effect as to all outstanding
Debt Securities of any series issued thereunder, when:
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(a)
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all outstanding Debt Securities of that series that have been authenticated
(except lost, stolen or destroyed Debt Securities that have been replaced or paid and
Debt Securities for whose payment money has theretofore been deposited in trust and
thereafter repaid to us) have been delivered to the Trustee for cancellation; or
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(b)
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all outstanding Debt Securities of that series that have been not delivered to
the Trustee for cancellation have become due and payable or will become due and payable
at their Stated Maturity within one year or are to be called for redemption within one
year under arrangements satisfactory to the Trustee and in any case we have irrevocably
deposited with the Trustee as trust funds money in an amount sufficient, without
consideration of any reinvestment of interest, to pay the entire indebtedness of such
Debt Securities not delivered to the Trustee for cancellation, for principal, premium,
if any, and accrued interest to the Stated Maturity or redemption date;
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(2)
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we have paid or caused to be paid all other sums payable by us under the Indenture with
respect to the Debt Securities of that series; and
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(3)
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we have delivered an Officers Certificate and an Opinion of Counsel to the Trustee
stating that all conditions precedent to satisfaction and discharge of the Indenture with
respect to the Debt Securities of that series have been satisfied.
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Legal Defeasance and Covenant Defeasance
To the extent indicated in the applicable prospectus supplement, we may elect, at our option
at any time, to have our obligations discharged under provisions relating to defeasance and
discharge of indebtedness, which we call legal defeasance, or relating to defeasance of certain
restrictive covenants applied to the Debt Securities of any series, or to any specified part of a
series, which we call covenant defeasance.
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Legal Defeasance
. The Indentures provide that, upon our exercise of our option (if any) to
have the legal defeasance provisions applied to any series of Debt Securities, we will be
discharged from all our obligations, and, if such Debt Securities are Subordinated Debt Securities,
the provisions of the Subordinated Indenture relating to subordination will cease to be effective,
with respect to such Debt Securities (except for certain obligations to convert, exchange or
register the transfer of Debt Securities, to replace stolen, lost or mutilated Debt Securities, to
maintain paying agencies and to hold moneys for payment in trust) upon the deposit in trust for the
benefit of the Holders of such Debt Securities of money or U.S. Government Obligations, or both,
which, through the payment of principal and interest in respect thereof in accordance with their
terms, will provide money in an amount sufficient (in the opinion of a nationally recognized firm
of independent public accountants) to pay the principal of and any premium and interest on such
Debt Securities on the respective Stated Maturities in accordance with the terms of the applicable
Indenture and such Debt Securities. Such defeasance or discharge may occur only if, among other
things:
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(1)
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we have delivered to the applicable Trustee an Opinion of Counsel to the effect that we
have received from, or there has been published by, the United States Internal Revenue
Service a ruling, or there has been a change in tax law, in either case to the effect that
Holders of such Debt Securities will not recognize gain or loss for federal income tax
purposes as a result of such deposit and legal defeasance and will be subject to federal
income tax on the same amount, in the same manner and at the same times as would have been
the case if such deposit and legal defeasance were not to occur;
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(2)
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no Event of Default or event that with the passing of time or the giving of notice, or
both, shall constitute an Event of Default shall have occurred and be continuing at the
time of such deposit or, with respect to any Event of Default described in clause (8) under
Events of Default, at any time until 121 days after such deposit;
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(3)
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such deposit and legal defeasance will not result in a breach or violation of, or
constitute a default under, any agreement or instrument (other than the applicable
Indenture) to which we are a party or by which we are bound;
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(4)
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in the case of Subordinated Debt Securities, at the time of such deposit, no default in
the payment of all or a portion of principal of (or premium, if any) or interest on any
Senior Debt shall have occurred and be continuing, no event of default shall have resulted
in the acceleration of any Senior Debt and no other event of default with respect to any
Senior Debt shall have occurred and be continuing permitting after notice or the lapse of
time, or both, the acceleration thereof; and
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(5)
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we have delivered to the Trustee an Opinion of Counsel to the effect that such deposit
shall not cause the Trustee or the trust so created to be subject to the Investment Company
Act of 1940.
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Covenant Defeasance
. The Indentures provide that, upon our exercise of our option (if any) to
have the covenant defeasance provisions applied to any Debt Securities, we may fail to comply with
certain restrictive covenants (but not with respect to conversion, if applicable), including those
that may be described in the applicable prospectus supplement, and the occurrence of certain Events
of Default, which are described above in clause (5) (with respect to such restrictive covenants)
and clauses (6), (7) and (9) under Events of Default and any that may be described in the
applicable prospectus supplement, will not be deemed to either be or result in an Event of Default
and, if such Debt Securities are Subordinated Debt Securities, the provisions of the Subordinated
Indenture relating to subordination will cease to be effective, in each case with respect to such
Debt Securities. In order to exercise such option, we must deposit, in trust for the benefit of the
Holders of such Debt Securities, money or U.S. Government Obligations, or both, which, through the
payment of principal and interest in respect thereof in accordance with their terms, will provide
money in an amount sufficient (in the opinion of a nationally recognized firm of independent public
accountants) to pay the principal of and any premium and interest on such Debt Securities on the
respective Stated Maturities in accordance with the terms of the applicable Indenture and such Debt
Securities. Such covenant defeasance may occur only if we have delivered to the applicable Trustee
an Opinion of Counsel to the effect that Holders of such Debt Securities will not recognize gain or
loss for federal income tax purposes as a result of such deposit and covenant defeasance and will
be subject to federal income tax on the same amount, in the same manner and at the same times as
would have been the case if such deposit and covenant defeasance were not to occur, and the
requirements set forth in clauses (2), (3), (4) and (5) above are satisfied. If we exercise this
option with respect to any series of Debt Securities and such Debt Securities were declared due and
payable because of the occurrence of any Event of Default, the amount of money and U.S. Government
Obligations
14
so deposited in trust would be sufficient to pay amounts due on such Debt Securities at the
time of their respective Stated Maturities but may not be sufficient to pay amounts due on such
Debt Securities upon any acceleration resulting from such Event of Default. In such case, we would
remain liable for such payments.
No Personal Liability of Directors, Officers, Employees and Stockholders
No director, officer, employee, incorporator, stockholder, member, partner or trustee of the
Company, as such, shall have any liability for any obligations of the Company under the Debt
Securities or the Indentures or for any claim based on, in respect of, or by reason of, such
obligations or their creation. By accepting a Debt Security, each Holder shall be deemed to have
waived and released all such liability. The waiver and release shall be a part of the
consideration for the issue of the Debt Securities. The waiver may not be effective to waive
liabilities under the federal securities laws, and it is the view of the SEC that such a waiver is
against public policy.
Notices
Notices to Holders of Debt Securities will be given by mail to the addresses of such Holders
as they may appear in the Security Register.
Title
We, the Trustees and any agent of us or a Trustee may treat the Person in whose name a Debt
Security is registered as the absolute owner of the Debt Security (whether or not such Debt
Security may be overdue) for the purpose of making payment and for all other purposes.
Governing Law
The Indentures and the Debt Securities will be governed by, and construed in accordance with,
the law of the State of New York.
The Trustee
We will enter into the Indentures with a Trustee that is qualified to act under the Trust
Indenture Act of 1939, as amended, and with any other Trustees chosen by us and appointed in a
supplemental indenture for a particular series of Debt Securities. We may maintain a banking
relationship in the ordinary course of business with our Trustee and one or more of its affiliates.
Resignation or Removal of Trustee
. If the Trustee has or acquires a conflicting interest
within the meaning of the Trust Indenture Act, the Trustee must either eliminate its conflicting
interest or resign, to the extent and in the manner provided by, and subject to the provisions of,
the Trust Indenture Act and the applicable Indenture. Any resignation will require the appointment
of a successor Trustee under the applicable Indenture in accordance with the terms and conditions
of such Indenture.
The Trustee may resign or be removed by us with respect to one or more series of Debt
Securities and a successor Trustee may be appointed to act with respect to any such series. The
holders of a majority in aggregate principal amount of the Debt Securities of any series may remove
the Trustee with respect to the Debt Securities of such series.
Limitations on Trustee if It Is Our Creditor
. Each Indenture will contain certain limitations
on the right of the Trustee, in the event that it becomes our creditor, to obtain payment of claims
in certain cases, or to realize on certain property received in respect of any such claim as
security or otherwise.
Certificates and Opinions to Be Furnished to Trustee
. Each Indenture will provide that, in
addition to other certificates or opinions that may be specifically required by other provisions of
an Indenture, every application by us for action by the Trustee must be accompanied by an Officers
Certificate and an Opinion of Counsel stating that, in the opinion of the signers, all conditions
precedent to such action have been complied with by us.
15
DESCRIPTION OF CAPITAL STOCK
Our certificate of incorporation authorizes us to issue (i) 75,000,000 shares of capital
stock, consisting of 50,000,000 shares of common stock, par value $.001 per share, of which
13,337,819 shares were outstanding as of June 30, 2010, and (ii) 25,000,000 shares of preferred
stock, par value $.001 per share, of which none were outstanding as of June 30, 2010. The summary
is also subject to applicable provisions of our certificate of incorporation.
Common Stock
Our common stockholders are entitled to one vote per share of common stock in the election of
directors and on all other matters on which stockholders are entitled or permitted to vote.
Holders of our common stock do not have cumulative voting rights. Therefore, subject to any voting
rights that may be later granted to holders of any preferred stock we may issue, under our bylaws,
holders of a plurality of the common stock present in person or represented by proxy at the meeting
and entitled to vote can elect all of our directors. Subject to the rights of any outstanding
series of our preferred stock, our common stockholders are entitled to dividends when and if
declared by our board of directors out of funds legally available for that purpose. Our common
stock is not subject to any calls or assessments. Upon liquidation or dissolution, our common
stockholders are entitled to share ratably in all net assets distributable to stockholders after
payment of any liquidation preferences to holders of our preferred stock. Holders of our common
stock have no redemption, conversion or preemptive rights.
Preferred Stock
We can issue up to 25,000,000 shares of our preferred stock in one or more series without
stockholder approval, in one or more series, and can determine, for any series of preferred stock,
the terms and rights of the series, including:
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the number of shares, designation and stated value of the series;
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the rate and times at which dividends will be payable on shares of the series, any
preferences of such dividends over other shares of the series or shares of other series or
classes of our capital stock, and the status of dividends as cumulative or non-cumulative;
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any prices, times and terms at or on which shares of the series may be redeemed;
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any obligation of ours to purchase or redeem shares of the series pursuant to a sinking
or purchase fund for shares of the series, and the terms of any such obligation;
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any rights to convert shares of the series into, or exchange shares of the series for,
shares of any other class of our capital stock;
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the voting rights, if any, for shares of the series;
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any rights and preferences of shares of the series upon any liquidation, dissolution or
winding up of our affairs or any distribution of our assets;
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any conditions or restrictions upon the creation of indebtedness, issuances of any
additional stock, or payment of dividends or the making of other distributions on the
purchase, redemption or other acquisition of any of our outstanding capital stock; and
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any other relative rights, powers, preferences, qualifications, limitations or
restrictions of any series.
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Any issuance of our preferred stock may adversely affect the voting powers or rights of the
holders of our common stock.
Anti-Takeover Provisions of Our Certificate of Incorporation and Bylaws
16
Our certificate of incorporation and bylaws contain provisions that could delay or make more
difficult our acquisition through a hostile tender offer, open market purchases, proxy contest,
merger or other takeover attempt that a stockholder might consider in his or her best interest,
including those attempts that might result in a premium over the market price of our common stock.
The following is a summary of these provisions.
Preferred Stock
. Our board of directors may authorize the issuance of a series of preferred
stock that could, depending on its terms, impede the completion of a merger, tender offer or other
takeover attempt. Any decision to issue such stock will be based on the boards judgment as to the
best interests of us and our stockholders.
Special Meetings of Stockholders
. Our certificate of incorporation provides that special
meetings of our stockholders can only be called by the chairman of the board of directors, the
vice-chairman of the board of directors, the chief executive officer, the president or by written
order of a majority of the board of directors. Therefore our stockholders do not have the ability
to call a special meeting to consider the approval of transactions they may believe to be in their
best interest.
Advance Notice for Stockholder Proposals and Director Nominations
. Our bylaws require advance
notice to us of any business to be brought by a stockholder before an annual meeting of
stockholders and establish procedures to be followed by stockholders in nominating persons for
election to the board. Generally, these provisions require written notice to our secretary by a
stockholder:
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if the stockholder proposes to bring any business before an annual meeting; and
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if the stockholder wants to nominate any person for election to our board of directors,
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in each case not less than 60 or more than 120 days before the anniversary date of the mailing
of the notice (for the immediately preceding annual meeting of stockholders (or the date of the
immediately preceding annual meeting, in the case of stockholder nominations) (with certain
exceptions if the date of the annual meeting is different by more than specified periods from the
anniversary date). The stockholders notice must set forth specific information regarding (i) the
stockholder and the business the stockholder has proposed for consideration at the meeting, and
(ii) the director nominee, as described in our bylaws.
Classified Board of Directors
. Our certificate of incorporation divides our board of
directors into three classes serving staggered three-year terms. Therefore, stockholders will
elect approximately one-third of the board of directors each year. Our certificate of
incorporation authorizes only the directors to fill vacant or newly created directorships or
increase the size of the board. Delaware law allows directors of a classified board to be removed
only for cause. These provisions of our certificate of incorporation and Delaware law may impede a
stockholder from gaining control of our board of directors by removing incumbent directors or
increasing the number of directors and simultaneously filling the vacancies or newly created
directorships with its own nominees.
Amendment of Bylaws
Our board of directors may amend or repeal the bylaws and adopt new bylaws. The holders of
common stock may amend or repeal the bylaws and adopt new bylaws by a majority vote.
Limitation of Liability of Directors and Officers
Our board of directors will not be liable to us or our stockholders for monetary damages for
breach of fiduciary duty as a director, except, if required by Delaware law, for liability for:
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any breach of the duty of loyalty to us or our stockholders;
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acts or omissions not in good faith or involving intentional misconduct or a knowing
violation of law;
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unlawful payment of a dividend or unlawful stock purchases or redemptions; and
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any transaction from which the director derived an improper personal benefit.
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Therefore, neither we nor our stockholders have the right, through stockholders derivative
suits on our behalf, to recover monetary damages against a director for breach of fiduciary duty as
a director, including breaches resulting from grossly negligent behavior, except in the situations
described above.
Delaware Takeover Statute
Under the terms of our certificate of incorporation and as permitted under Delaware law, we
have elected not to be subject to Delawares anti-takeover law in order to give our significant
stockholders greater flexibility in transferring their shares of our common stock. This law
provides that specified persons who, together with affiliates and associates, own, or within three
years did own, 15% or more of the outstanding voting stock of a corporation could not engage in
specified business combinations with the corporation for a period of three years after the date on
which the person became an interested stockholder. The law defines the term business combination
to encompass a wide variety of transactions with or caused by an interested stockholder, including
mergers, asset sales and other transactions in which the interested stockholder receives or could
receive a benefit on other than a pro rata basis with other stockholders. These prohibitions do
not apply if the transaction in which the stockholder becomes interested is approved by the board
of directors of the issuing corporation as constituted before that transaction. With the approval
of our stockholders, we may amend our certificate of incorporation in the future to become governed
by the anti-takeover law. However, such an amendment would discourage takeover attempts that might
result in a premium over the market price for our common stock.
Transfer Agent And Registrar
The transfer agent and registrar for our common stock is BNY Mellon Shareowner Services,
Pittsburgh, Pennsylvania.
18
DESCRIPTION OF DEPOSITARY SHARES
General
We may offer fractional shares of preferred stock, rather than full shares of preferred stock.
If we decide to offer fractional shares of preferred stock, we will issue receipts for depositary
shares. Each depositary share will represent a fraction of a share of a particular series of
preferred stock. The prospectus supplement will indicate that fraction. The shares of preferred
stock represented by depositary shares will be deposited under a depositary agreement between us
and a bank or trust company that meets certain requirements and is selected by us (the Bank
Depositary). Each owner of a depositary share will be entitled to all the rights and preferences
of the preferred stock represented by the depositary share. The depositary shares will be
evidenced by depositary receipts issued pursuant to the depositary agreement. Depositary receipts
will be distributed to those persons purchasing the fractional shares of preferred stock in
accordance with the terms of the offering.
We have summarized selected provisions of a depositary agreement and the related depositary
receipts. The summary is not complete. The forms of the depositary agreement and the depositary
receipts relating to any particular issue of depositary shares will be filed with the SEC via a
Current Report on Form 8-K prior to our offering of the depositary shares, and you should read such
documents for provisions that may be important to you.
Dividends and Other Distributions
If we pay a cash distribution or dividend on a series of preferred stock represented by
depositary shares, the Bank Depositary will distribute such dividends to the record holders of such
depositary shares. If the distributions are in property other than cash, the Bank Depositary will
distribute the property to the record holders of the depositary shares. However, if the Bank
Depositary determines that it is not feasible to make the distribution of property, the Bank
Depositary may, with our approval, sell such property and distribute the net proceeds from such
sale to the record holders of the depositary shares.
Redemption of Depositary Shares
If we redeem a series of preferred stock represented by depositary shares, the Bank Depositary
will redeem the depositary shares from the proceeds received by the Bank Depositary in connection
with the redemption. The redemption price per depositary share will equal the applicable fraction
of the redemption price per share of the preferred stock. If fewer than all the depositary shares
are redeemed, the depositary shares to be redeemed will be selected by lot or pro rata as the Bank
Depositary may determine.
Voting the Preferred Stock
Upon receipt of notice of any meeting at which the holders of the preferred stock represented
by depositary shares are entitled to vote, the Bank Depositary will mail the notice to the record
holders of the depositary shares relating to such preferred stock. Each record holder of these
depositary shares on the record date (which will be the same date as the record date for the
preferred stock) may instruct the Bank Depositary as to how to vote the preferred stock represented
by such holders depositary shares. The Bank Depositary will endeavor, insofar as practicable, to
vote the amount of the preferred stock represented by such depositary shares in accordance with
such instructions, and we will take all action which the Bank Depositary deems necessary in order
to enable the Bank Depositary to do so. The Bank Depositary will abstain from voting shares of the
preferred stock to the extent it does not receive specific instructions from the holders of
depositary shares representing such preferred stock.
Amendment and Termination of the Depositary Agreement
The form of depositary receipt evidencing the depositary shares and any provision of the
depositary agreement may be amended by agreement between the Bank Depositary and us. However, any
amendment that materially and adversely alters the rights of the holders of depositary shares will
not be effective unless such amendment has been approved by the holders of at least a majority of
the depositary shares then outstanding. The depositary agreement may be terminated by the Bank
Depositary or us only if (1) all outstanding depositary shares have been redeemed or (2) there has
been a final distribution in respect of the preferred stock in connection with any liquidation,
dissolution or winding up of our company and such distribution has been distributed to the holders
of depositary receipts.
19
Charges of Bank Depositary
We will pay all transfer and other taxes and governmental charges arising solely from the
existence of the depositary arrangements. We will pay charges of the Bank Depositary in connection
with the initial deposit of the preferred stock and any redemption of the preferred stock. Holders
of depositary receipts will pay other transfer and other taxes and governmental charges and any
other charges, including a fee for the withdrawal of shares of preferred stock upon surrender of
depositary receipts, as are expressly provided in the depositary agreement to be for their
accounts.
Withdrawal of Preferred Stock
Upon surrender of depositary receipts at the principal office of the Bank Depositary, subject
to the terms of the depositary agreement, the owner of the depositary shares may demand delivery of
the number of whole shares of preferred stock and all money and other property, if any, represented
by those depositary shares. Partial shares of preferred stock will not be issued. If the
depositary receipts delivered by the holder evidence a number of depositary shares in excess of the
number of depositary shares representing the number of whole shares of preferred stock to be
withdrawn, the Bank Depositary will deliver to such holder at the same time a new depositary
receipt evidencing the excess number of depositary shares. Holders of preferred stock thus
withdrawn may not thereafter deposit those shares under the depositary agreement or receive
depositary receipts evidencing depositary shares therefor.
Miscellaneous
The Bank Depositary will forward to holders of depositary receipts all reports and
communications from us that are delivered to the Bank Depositary and that we are required to
furnish to the holders of the preferred stock.
Neither the Bank Depositary nor we will be liable if we are prevented or delayed by law or any
circumstance beyond our control in performing our obligations under the depositary agreement. The
obligations of the Bank Depositary and us under the depositary agreement will be limited to
performance in good faith of our duties thereunder, and neither of us will be obligated to
prosecute or defend any legal proceeding in respect of any depositary shares or preferred stock
unless satisfactory indemnity is furnished. Further, both of us may rely upon written advice of
counsel or accountants, or upon information provided by persons presenting preferred stock for
deposit, holders of depositary receipts or other persons believed to be competent and on documents
believed to be genuine.
Resignation and Removal of Bank Depositary
The Bank Depositary may resign at any time by delivering to us notice of its election to do
so, and we may at any time remove the Bank Depositary. Any such resignation or removal will take
effect upon the appointment of a successor Bank Depositary and its acceptance of such appointment.
Such successor Bank Depositary must be appointed within 60 days after delivery of the notice of
resignation or removal and must be a bank or trust company having its principal office in the
United States and having a combined capital and surplus of at least $50,000,000.
20
DESCRIPTION OF WARRANTS
We may issue warrants for the purchase of our common stock. Warrants may be issued
independently or together with Debt Securities, preferred stock or common stock offered by any
prospectus supplement and may be attached to or separate from any such offered securities. Each
series of warrants will be issued under a separate warrant agreement to be entered into between us
and a bank or trust company, as warrant agent, all as set forth in the prospectus supplement
relating to the particular issue of warrants. The warrant agent will act solely as our agent in
connection with the warrants and will not assume any obligation or relationship of agency or trust
for or with any holders of warrants or beneficial owners of warrants. The following summary of
certain provisions of the warrants does not purport to be complete and is subject to, and is
qualified in its entirety by reference to, all provisions of the warrant agreements.
You should refer to the prospectus supplement relating to a particular issue of warrants for
the terms of and information relating to the warrants, including, where applicable:
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(1)
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the number of shares of common stock purchasable upon exercise of the warrants and the
price at which such number of shares of common stock may be purchased upon exercise of the
warrants;
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(2)
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the date on which the right to exercise the warrants commences and the date on which
such right expires (the Expiration Date);
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(3)
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United States federal income tax consequences applicable to the warrants;
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(4)
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the amount of the warrants outstanding as of the most recent practicable date; and
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(5)
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any other terms of the warrants.
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Warrants will be offered and exercisable for United States dollars only. Each warrant will
entitle its holder to purchase such number of shares of common stock at such exercise price as is
in each case set forth in, or calculable from, the prospectus supplement relating to the warrants.
The exercise price may be subject to adjustment upon the occurrence of events described in such
prospectus supplement. After the close of business on the Expiration Date (or such later date to
which we may extend such Expiration Date), unexercised warrants will become void. The place or
places where, and the manner in which, warrants may be exercised will be specified in the
prospectus supplement relating to such warrants.
Prior to the exercise of any warrants, holders of the warrants will not have any of the rights
of holders of common stock, including the right to receive payments of any dividends on the common
stock purchasable upon exercise of the warrants, or to exercise any applicable right to vote.
21
PLAN OF DISTRIBUTION
We may sell the offered securities in and outside the United States (1) through underwriters
or dealers, (2) directly to purchasers, including our affiliates and stockholders and including
through the exercise of warrants or rights, (3) through agents or (4) through a combination of any
of these methods. The prospectus supplement will include the following information:
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the terms of the offering;
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the names of any underwriters or agents;
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the name or names of any managing underwriter or underwriters;
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the purchase price of the securities;
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the estimated net proceeds to us from the sale of the securities;
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any delayed delivery arrangements;
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any underwriting discounts, commissions and other items constituting underwriters
compensation;
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any discounts or concessions allowed or reallowed or paid to dealers; and
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any commissions paid to agents.
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Sale through Underwriters or Dealers
If underwriters are used in the sale, the underwriters will acquire the securities for their
own account for resale to the public, either on a firm commitment basis or a best efforts basis.
The underwriters may resell the securities from time to time in one or more transactions, including
negotiated transactions, at a fixed public offering price or at varying prices determined at the
time of sale. Underwriters may offer securities to the public either through underwriting
syndicates represented by one or more managing underwriters or directly by one or more firms acting
as underwriters. Unless we inform you otherwise in the prospectus supplement, the obligations of
the underwriters to purchase the securities will be subject to certain conditions. The underwriters
may change from time to time any offering price and any discounts or concessions allowed or
reallowed or paid to dealers. The aggregate maximum compensation the underwriters will receive in
connection with the sale of any securities under this prospectus and the registration statement of
which it forms a part will not exceed 8% of the gross proceeds from the sale.
During and after an offering through underwriters, the underwriters may purchase and sell the
securities in the open market. These transactions may include overallotment and stabilizing
transactions and purchases to cover syndicate short positions created in connection with the
offering. The underwriters may also impose a penalty bid, which means that selling concessions
allowed to syndicate members or other broker-dealers for the offered securities sold for their
account may be reclaimed by the syndicate if the offered securities are repurchased by the
syndicate in stabilizing or covering transactions. These activities may stabilize, maintain or
otherwise affect the market price of the offered securities, which may be higher than the price
that might otherwise prevail in the open market. If commenced, the underwriters may discontinue
these activities at any time.
If dealers are used, we will sell the securities to them as principals. The dealers may then
resell those securities to the public at varying prices determined by the dealers at the time of
resale. We will include in the prospectus supplement the names of the dealers and the terms of the
transaction.
Direct Sales and Sales through Agents
We may sell the securities directly. In this case, no underwriters or agents would be
involved. We may also sell the securities through agents designated from time to time. In the
prospectus supplement, we will name any agent involved in the offer or sale of the offered
securities, and we will describe any commissions payable to the agent.
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Unless we inform you otherwise in the prospectus supplement, any agent will agree to use its
reasonable best efforts to solicit purchases for the period of its appointment.
We may sell the securities directly to institutional investors or others who may be deemed to
be underwriters within the meaning of the Securities Act with respect to any sale of securities. We
will describe the terms of any such sales in the prospectus supplement.
Remarketing Arrangements
Offered securities may also be offered and sold, if so indicated in the applicable prospectus
supplement, in connection with a remarketing upon their purchase, in accordance with a redemption
or repayment pursuant to their terms, or otherwise, by one or more remarketing firms, acting as
principals for their own accounts or as agents for us. Any remarketing firm will be identified and
the terms of its agreements, if any, with us and its compensation will be described in the
applicable prospectus supplement. Remarketing firms may be deemed to be underwriters, as that term
is defined in the Securities Act, in connection with the securities remarketed.
Delayed Delivery Contracts
If we so indicate in the prospectus supplement, we may authorize agents, underwriters or
dealers to solicit offers from certain types of institutions to purchase securities from us at the
public offering price under delayed delivery contracts. These contracts would provide for payment
and delivery on a specified date in the future. The contracts would be subject only to those
conditions described in the prospectus supplement. The prospectus supplement will describe the
commission payable for solicitation of those contracts.
General Information
We may have agreements with the agents, dealers, underwriters and remarketing firms to
indemnify them against certain civil liabilities, including liabilities under the Securities Act,
or to contribute with respect to payments that the agents, dealers, underwriters or remarketing
firms may be required to make. Agents, dealers, underwriters and remarketing firms may be customers
of, engage in transactions with, or perform services for us in the ordinary course of their
businesses.
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LEGAL MATTERS
Various legal matters, including the validity of the securities offered hereby, will be passed
on for us by Vinson & Elkins L.L.P., Houston, Texas.
EXPERTS
The consolidated financial statements of T-3 Energy Services, Inc. appearing in T-3 Energy
Services, Inc.s Annual Report (Form 10-K) for the year ended December 31, 2009, have been audited
by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report
thereon included therein, and incorporated herein by reference. Such financial statements are, and
audited financial statements to be included in subsequently filed documents will be, incorporated
herein in reliance upon the report of Ernst & Young LLP pertaining to such financial statements (to
the extent covered by consents filed with the Securities and Exchange Commission) given on the
authority of such firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus, including any documents incorporated herein by reference, constitutes a part
of a registration statement on Form S-3 that we filed with the SEC under the Securities Act. This
prospectus does not contain all the information set forth in the registration statement. You should
refer to the registration statement and its related exhibits and schedules, and the documents
incorporated herein by reference, for further information about our company and the securities
offered in this prospectus. Statements contained in this prospectus concerning the provisions of
any document are not necessarily complete and, in each instance, reference is made to the copy of
that document filed as an exhibit to the registration statement or otherwise filed with the SEC,
and each such statement is qualified by this reference. The registration statement and its exhibits
and schedules, and the documents incorporated herein by reference, are on file at the offices of
the SEC and may be inspected without charge.
We file annual, quarterly, and current reports, proxy statements and other information with
the SEC. You can read and copy any materials we file with the SEC at the SECs Public Reference
Room at 100 F Street, N.E., Washington, D.C. 20549. You can obtain information about the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website
that contains information we file electronically with the SEC, which you can access over the
Internet at
http://www.sec.gov
.
Our home page is located at
http://www.t3energy.com
. Information on our web site or any other
web site is not incorporated by reference in this prospectus and does not constitute a part of this
prospectus.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We are incorporating by reference in this prospectus information we file with the SEC, which
means that we are disclosing important information to you by referring you to those documents. The
information we incorporate by reference is an important part of this prospectus, and later
information that we file with the SEC automatically will update and supersede this information. We
incorporate by reference the documents listed below and any future filings we make with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, excluding any
information in those documents that is deemed by the rules of the SEC to be furnished not filed,
until we close this offering:
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our Annual Report on Form 10-K for the year ended December 31, 2009, including
information specifically incorporated by reference from our Proxy Statement for our Annual
Meeting of Stockholders held on June 14, 2010;
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our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2010 and June
30, 2010;
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our Current Reports on Form 8-K filed on each of May 11, 2010 and June 16, 2010
(excluding any information furnished pursuant to Item 2.02 or Item 7.01 of any such Current
Report on Form 8-K); and
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the description of our common stock contained in our Current Report on Form 8-K filed on
November 12, 2002, and including any other amendments or reports filed for the purpose of
updating such description.
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These reports contain important information about us, our financial condition and our results
of operations.
All future documents filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 (excluding any information furnished pursuant to Item 2.02 or Item 7.01 on any
Current Report on Form 8-K) after the date on which the registration statement that includes this
prospectus was initially filed with the SEC (including all such documents we may file with the SEC
after the date of the initial registration statement and prior to the effectiveness of the
registration statement) and until all offerings under this shelf registration statement are
terminated shall be deemed to be incorporated in this prospectus by reference and to be a part
hereof from the date of filing of such documents. Any statement contained herein, or in a document
incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of this prospectus to the extent that a statement contained herein or in
any subsequently filed document that 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 prospectus.
You may request a copy of these filings, which we will provide to you at no cost, by writing
or telephoning us at the following address and telephone number:
T-3 Energy Services, Inc.
7135 Ardmore
Houston, Texas 77054
(713) 996-4110
Attention: Corporate Secretary
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
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Item 14.
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Other Expenses of Issuance and Distribution.
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The following table sets forth the estimated expenses in connection with the distribution of
the securities covered by the registration statement of which this prospectus is a part. We will
bear all of these expenses.
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Registration fee under the Securities Act*
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FINRA filing fee
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$
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25,500
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Legal fees and expenses**
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$
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25,000
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Printing expenses **
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$
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20,000
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Accounting fees and expenses**
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$
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20,000
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Miscellaneous**
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$
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10,000
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Total
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$
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100,000
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*
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Pursuant to Rule 457(p), $17,825 in fees from a prior registration statement were used to
offset the registration fee associated with this filing.
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**
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Estimated solely for the purpose of this Item. Actual expenses may be more or less.
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Item 15.
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Indemnification of Officers and Directors.
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Section 102 of the Delaware General Corporation Law, or DGCL, as amended, allows a corporation
to eliminate the personal liability of directors of a corporation to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director, except where the
director breached the duty of loyalty, failed to act in good faith, engaged in intentional
misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock
repurchase in violation of Delaware corporate law or obtained an improper personal benefit.
Section 145 of the DGCL provides, among other things, that we may indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or completed action,
suit or proceedingother than an action by or in our rightby reason of the fact that the person is
or was a director, officer, agent, or employee of us, or is or was serving at our request as a
director, officer, agent or employee of another corporation, partnership, joint venture, trust or
other enterprise against expenses, including attorneys fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person in connection with such action, suit or
proceeding. The power to indemnify applies (a) if such person is successful on the merits or
otherwise in defense of any action, suit or proceeding or (b) if such person acting in good faith
and in a manner he reasonably believed to be in the best interest, or not opposed to the best
interest, of us, and with respect to any criminal action or proceeding had no reasonable cause to
believe his or her conduct was unlawful. The power to indemnify applies to actions brought by or
in our right of us as well but only to the extent of expenses, including attorneys fees, actually
and reasonably incurred in connection with the defense or settlement of the action if the person
acted in good faith and in a manner he reasonably believed to be in or not opposed to our best
interests, and with the further limitation that in such actions no indemnification shall be made in
the event of any adjudication of liability to us, unless the court believes that in light of all
the circumstances indemnification should apply.
Section 174 of the DGCL provides, among other things, that a director, who willfully or
negligently approves of an unlawful payment of dividends or an unlawful stock purchase or
redemption, may be held liable for such actions. A director who was either absent when the
unlawful actions were approved or dissented at the time, may avoid liability by causing his or her
dissent to such actions to be entered in the books containing minutes of the meetings of the board
of directors at the time such action occurred or immediately after such absent director receives
notice of the unlawful acts.
Our certificate of incorporation and bylaws provide that we shall indemnify our directors,
officers, employees and agents to the fullest extent permitted by the DGCL. We also maintain
director and officer liability insurance. These indemnification provisions may be sufficiently
broad to permit indemnification of our officers and directors for liabilities, including
reimbursement of expenses incurred, arising under the Securities Act.
II-1
|
|
|
|
|
Exhibit No.
|
|
|
|
Description
|
1.1**
|
|
|
|
Form of Underwriting Agreement.
|
|
|
|
|
|
3.1
|
|
|
|
Certificate of Incorporation of T-3 Energy Services, Inc. (incorporated herein by
reference to Exhibit 3.1 to the Companys Current Report on Form 8-K dated December
31, 2001).
|
|
|
|
|
|
3.2
|
|
|
|
Certificate of Amendment to the Certificate of Incorporation of T-3 Energy Services,
Inc. (incorporated herein by reference to Exhibit 3.2 to the Companys Quarterly
Report on Form 10-Q for the period ended June 30, 2005).
|
|
|
|
|
|
3.3
|
|
|
|
Certificate of Amendment to the Certificate of Incorporation of T-3 Energy Services,
Inc. (incorporated herein by reference to Exhibit 3.1 to the Companys Quarterly
Report on Form 10-Q for the period ended June 30, 2006).
|
|
|
|
|
|
3.4
|
|
|
|
Certificate of Amendment to the Certificate of Incorporation of T-3 Energy Services,
Inc. (incorporated herein by reference to Exhibit 3.1 to the Companys Quarterly
Report on Form 10-Q for the period ended June 30, 2007).
|
|
|
|
|
|
3.5
|
|
|
|
Amended and Restated Bylaws of T-3 Energy Services, Inc. (incorporated herein by
reference to Exhibit 3.1 to the Companys Current Report on Form 8-K dated December
11, 2007).
|
|
|
|
|
|
4.1
|
|
|
|
Specimen Certificate of Common Stock, $.001 par value, of T-3 Energy Services, Inc.
(Exhibit 4.1 to the Companys Annual Report on Form 10-K for the period ended December
31, 2001 (File No. 000-19580)).
|
|
|
|
|
|
4.2
|
|
|
|
Form of warrant to purchase 327,862 shares of the Companys Common Stock at $12.80 per
share issued to former T-3 shareholders in connection with the merger of T-3 and
Industrial Holdings, Inc. (incorporated herein by reference to Annex VII to the
Definitive Proxy Statement on Schedule 14A of T-3 dated November 9, 2001).
|
|
|
|
|
|
4.3*
|
|
|
|
Form of Indenture for Senior Debt Securities, including form of Senior Debt Securities.
|
|
|
|
|
|
4.4*
|
|
|
|
Form of Indenture for Subordinated Debt Securities, including form of Subordinated
Debt Securities.
|
|
|
|
|
|
4.5**
|
|
|
|
Form of Warrant Agreement, including form of Warrant.
|
|
|
|
|
|
4.6**
|
|
|
|
Form of Depositary Agreement, including form of Depositary Receipt
|
|
|
|
|
|
5.1*
|
|
|
|
Vinson & Elkins L.L.P.
|
|
|
|
|
|
12.1*
|
|
|
|
Computation of Ratios of Earnings to Fixed Charges.
|
|
|
|
|
|
23.1*
|
|
|
|
Consent of Independent Registered Public Accounting Firm Ernst & Young LLP.
|
|
|
|
|
|
23.2*
|
|
|
|
Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
|
|
|
|
|
|
24.1*
|
|
|
|
Powers of Attorney (included on the signature pages to this registration statement).
|
|
|
|
|
|
25.1***
|
|
|
|
Statement of Eligibility and Qualification of the Trustee under the Senior Indenture
under the Trust Indenture Act of 1939, as amended, on Form T-1.
|
|
|
|
|
|
25.2***
|
|
|
|
Statement of Eligibility and Qualification of the Trustee under the Subordinated
Indenture under the Trust Indenture Act of 1939, as amended, on Form T-1.
|
II-2
|
|
|
*
|
|
Filed herewith
|
|
**
|
|
To be filed as an Exhibit to a Current Report on Form 8-K or in a post-effective amendment to
this registration statement.
|
|
***
|
|
To be filed under subsection (a) of Section 310 of the Trust Indenture Act of 1939, as
amended.
|
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:
|
|
(a)
|
|
To include any prospectus required by Section 10(a)(3) of the Securities Act;
|
|
|
(b)
|
|
To reflect in the prospectus any facts or events arising after the effective
date of this 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 this 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 end of the estimated maximum offering range may be reflected in the
form of the prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no 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;
|
|
|
(c)
|
|
To include any material information with respect to the plan of distribution
not previously disclosed in this registration statement or any material change to the
information in this registration statement;
|
|
|
|
provided, however, that paragraphs A(l)(a), A(l)(b) and A(1)(c) above 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 or furnished to the Commission by the registrant
pursuant to Section 13 or 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, each of
the post-effective amendments shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of the 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.
|
|
|
(4)
|
|
That, for the purpose of determining liability under the Securities Act to any purchaser:
|
|
(a)
|
|
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be
deemed to be part of the registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement; and
|
|
|
(b)
|
|
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or
(b)(7) as part of a registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing
the information required by section 10(a) of the Securities Act shall be deemed to be
part of and included in the registration statement as of the earlier of the date such
form of prospectus is first used after effectiveness or the date of the first contract
of sale of securities in the offering described in the prospectus. As provided in Rule
430B, for liability purposes of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective date of the registration
statement relating to the securities in the registration statement to which that
prospectus relates, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof. Provided, however, that no statement made in
a registration statement or prospectus that is part of the registration statement or
made in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is
|
II-3
|
|
|
part of the registration statement will, as to a purchaser with a time of contract of
sale prior to such effective date, supersede or modify any statement that was made in
the registration statement or prospectus that was part of the registration statement or
made in any such document immediately prior to such effective date.
|
|
(5)
|
|
That, for the purpose of determining liability of the registrant under the Securities
Act to any purchaser in the initial distribution of the securities, the undersigned
registrant undertakes that in a primary offering of securities of the undersigned
registrant pursuant to this registration statement, regardless of the underwriting method
used to sell the securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned registrant will
be a seller to the purchaser and will be considered to offer or sell such securities to
such purchaser:
|
|
(a)
|
|
Any preliminary prospectus or prospectus of the undersigned registrant relating
to the offering required to be filed pursuant to Rule 424;
|
|
|
(b)
|
|
Any free writing prospectus relating to the offering prepared by or on behalf
of the undersigned registrant or used or referred to by the undersigned registrant;
|
|
|
(c)
|
|
The portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its securities
provided by or on behalf of the undersigned registrant; and
|
|
|
(d)
|
|
Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
|
B.
|
|
The undersigned registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of its annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit
plans annual report pursuant to Section 15(d) of the Exchange Act) 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 the 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 may be permitted
to directors, officers, and controlling persons of the registrant pursuant to the provisions
described in Item 15 above, or otherwise, the registrant has been advised that in the opinion
of the SEC that indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification against any
liability (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 a 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 indemnification by it is against public policy
as expressed in the Securities Act and will be governed by the final adjudication of the
issue.
|
|
D.
|
|
Each undersigned registrant hereby undertakes to file an application for the purpose of
determining the eligibility of the trustee under each of its indentures to act under
subsection (a) of Section 310 of the Trust Indenture Act of 1939, as amended (the Act) in
accordance with the rules and regulations prescribed by the SEC under section 305(b)(2) of the
Act.
|
II-4
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-3 and
has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Houston, State of Texas, on the
29
th
day of July, 2010.
|
|
|
|
|
|
T-3 ENERGY SERVICES, INC.
|
|
|
By:
|
/s/ James M. Mitchell
|
|
|
|
James M. Mitchell
|
|
|
|
Chief Financial Officer and Senior Vice President
|
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and
appoints Steven W. Krablin and James M. Mitchell, and each of them severally his true and lawful
attorney or attorneys-in-fact and agents, with full power to act with or without the others and
with full power of substitution and resubstitution, to execute in his name, place and stead, in any
and all capacities, any or all amendments (including pre-effective and post-effective amendments)
to this Registration Statement and any registration statement for the same offering filed pursuant
to Rule 462 under the Securities Act of 1933, 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 and each of them, full power and authority to do and perform in
the name of on behalf of the undersigned, in any and all capacities, each and every act and thing
necessary or desirable to be done in and about the premises, to all intents and purposes and as
fully as they might or could do in person, hereby ratifying, approving and confirming all that said
attorneys-in-fact and agents or their 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 on
Form S-3 has been signed by the following persons in the capacities indicated on the
29
th
day of July, 2010.
|
|
|
Signature
|
|
Title
|
|
|
|
/s/ Steven W. Krablin
Steven W. Krablin
|
|
President, Chief Executive Officer and Chairman
(Principal Executive Officer)
|
|
|
|
/s/ James M. Mitchell
James M. Mitchell
|
|
Senior Vice President and Chief
Financial Officer
(Principal Financial Officer)
|
|
|
|
/s/ Jason P. Clark
Jason P. Clark
|
|
Corporate Controller and Chief Accounting Officer
(Principal Accounting Officer)
|
|
|
|
/s/ James M. Tidwell
James M. Tidwell
|
|
Director
|
|
|
|
/s/ Lisa W. Rodriguez
Lisa W. Rodriguez
|
|
Director
|
|
|
|
/s/ Robert L. Ayers
Robert L. Ayers
|
|
Director
|
|
|
|
/s/ Thomas R. Bates, Jr.
Thomas R. Bates, Jr.
|
|
Director
|
II-5
EXHIBIT INDEX
|
|
|
|
|
Exhibit No.
|
|
|
|
Description
|
1.1**
|
|
|
|
Form of Underwriting Agreement.
|
|
|
|
|
|
3.1
|
|
|
|
Certificate of Incorporation of T-3 Energy Services, Inc. (incorporated herein by
reference to Exhibit 3.1 to the Companys Current Report on Form 8-K dated December
31, 2001).
|
|
|
|
|
|
3.2
|
|
|
|
Certificate of Amendment to the Certificate of Incorporation of T-3 Energy Services,
Inc. (incorporated herein by reference to Exhibit 3.2 to the Companys Quarterly
Report on Form 10-Q for the period ended June 30, 2005).
|
|
|
|
|
|
3.3
|
|
|
|
Certificate of Amendment to the Certificate of Incorporation of T-3 Energy Services,
Inc. (incorporated herein by reference to Exhibit 3.1 to the Companys Quarterly
Report on Form 10-Q for the period ended June 30, 2006).
|
|
|
|
|
|
3.4
|
|
|
|
Certificate of Amendment to the Certificate of Incorporation of T-3 Energy Services,
Inc. (incorporated herein by reference to Exhibit 3.1 to the Companys Quarterly
Report on Form 10-Q for the period ended June 30, 2007).
|
|
|
|
|
|
3.5
|
|
|
|
Amended and Restated Bylaws of T-3 Energy Services, Inc. (incorporated herein by
reference to Exhibit 3.1 to the Companys Current Report on Form 8-K dated December
11, 2007).
|
|
|
|
|
|
4.1
|
|
|
|
Specimen Certificate of Common Stock, $.001 par value, of T-3 Energy Services, Inc.
(Exhibit 4.1 to the Companys Annual Report on Form 10-K for the period ended December
31, 2001 (File No. 000-19580)).
|
|
|
|
|
|
4.2
|
|
|
|
Form of warrant to purchase 327,862 shares of the Companys Common Stock at $12.80 per
share issued to former T-3 shareholders in connection with the merger of T-3 and
Industrial Holdings, Inc. (incorporated herein by reference to Annex VII to the
Definitive Proxy Statement on Schedule 14A of T-3 dated November 9, 2001).
|
|
|
|
|
|
4.3*
|
|
|
|
Form of Indenture for Senior Debt Securities, including form of Senior Debt Securities.
|
|
|
|
|
|
4.4*
|
|
|
|
Form of Indenture for Subordinated Debt Securities, including form of Subordinated
Debt Securities.
|
|
|
|
|
|
4.5**
|
|
|
|
Form of Warrant Agreement, including form of Warrant.
|
|
|
|
|
|
4.6**
|
|
|
|
Form of Depositary Agreement, including form of Depositary Receipt
|
|
|
|
|
|
5.1*
|
|
|
|
Vinson & Elkins L.L.P.
|
|
|
|
|
|
12.1*
|
|
|
|
Computation of Ratios of Earnings to Fixed Charges.
|
|
|
|
|
|
23.1*
|
|
|
|
Consent of Independent Registered Public Accounting Firm Ernst & Young LLP.
|
|
|
|
|
|
23.2*
|
|
|
|
Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
|
|
|
|
|
|
24.1*
|
|
|
|
Powers of Attorney (included on the signature pages to this registration statement).
|
|
|
|
|
|
25.1***
|
|
|
|
Statement of Eligibility and Qualification of the Trustee under the Senior Indenture
under the Trust Indenture Act of 1939, as amended, on Form T-1.
|
|
|
|
|
|
25.2***
|
|
|
|
Statement of Eligibility and Qualification of the Trustee under the Subordinated
Indenture under the Trust Indenture Act of 1939, as amended, on Form T-1.
|
|
|
|
*
|
|
Filed herewith
|
|
**
|
|
To be filed as an Exhibit to a Current Report on Form 8-K or in a post-effective amendment to
this registration statement.
|
|
***
|
|
To be filed under subsection (a) of Section 310 of the Trust Indenture Act of 1939, as
amended.
|
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