sv8
Table of Contents

As filed with the Securities and Exchange Commission on August 22, 2006.
Registration No. 333-__________
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
 
SUPERIOR ENERGY SERVICES, INC.
(Exact name of Registrant as specified in its charter)
     
Delaware   75-2379388
(State or other jurisdiction   (I.R.S. Employer
of incorporation or organization)   Identification No.)
1105 Peters Road
Harvey, Louisiana 70058
(Address, including zip code, of
Registrant’s principal executive offices)
Amended and Restated Superior Energy Services, Inc.
2004 Directors Restricted Stock Units Plan
(Full title of the plan)
 
Robert S. Taylor
Chief Financial Officer, Executive Vice President and Treasurer
1105 Peters Road
Harvey, Louisiana 70058
(504) 362-4321
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Margaret F. Murphy
Jones, Walker, Waechter, Poitevent, Carrère & Denègre, L.L.P.
201 St. Charles Avenue
New Orleans, Louisiana 70170-5100
CALCULATION OF REGISTRATION FEE
                             
 
  Title of securities     Amount to be     Proposed maximum     Proposed maximum     Amount of  
  to be registered     Registered(1)     offering price per unit     aggregate offering price     registration fee  
 
Common Stock ($0.001 par value per share)
     100,000 shares(2)     $32.13(3)     $3,213,000     $343.79  
 
 
(1)   Upon a stock split, stock dividend or similar transaction in the future and during the effectiveness of this Registration Statement involving Common Stock of the Company, the number of shares registered shall be automatically increased to cover the additional shares in accordance with Rule 416(a) under the Securities Act of 1933.
 
(2)   Represents the number of additional shares of the Common Stock of the Company reserved for issuance pursuant to the Amended and Restated 2004 Directors Restricted Stock Units Plan (the “Plan”). 200,000 shares issuable pursuant to the Plan were previously registered on Registration Statement No. 333-116078.
 
(3)   Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, based on the average of the high and low price per share of the Common Stock on The New York Stock Exchange on August 18, 2006.
 
 

 

TABLE OF CONTENTS

PART II
Item 8. Exhibits
SIGNATURES
Exhibit Index
Opinion/Consent of Jones, Walker, Waechter, Poitevent, Carrere & Denegre, LLP
Consent of KPMG LLP

Table of Contents

REGISTRATION OF ADDITIONAL SECURITIES
     On June 2, 2004, Superior Energy Services, Inc., a Delaware corporation (the “Company”) registered 200,000 shares of its common stock, par value $0.001 per share (“Common Stock”), to be offered or sold to participants under the Superior Energy Services, Inc. 2004 Directors Restricted Stock Units Plan, as amended from time to time (the “Plan”) pursuant to the Registration Statement on Form S-8 (File No. 333-116078). The Plan was amended by the Company’s stockholders on May 23, 2006, to increase the number of shares available for issuance under the Plan by 100,000 shares of Common Stock. This Registration Statement is being filed pursuant to General Instruction E to Form S-8 (Registration of Additional Securities) in order to register such additional 100,000 shares of Common Stock which may be offered or sold to participants under the Plan.
INCORPORATION BY REFERENCE
     The contents of the Registration Statement on Form S-8 (File No. 333-116078) with respect to 200,000 shares of Common Stock are hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
5.1   Opinion of Jones, Walker, Waechter, Poitevent, Carrère & Denègre, L.L.P.
 
23.1   Consent of KPMG LLP
 
23.2   Consent of Jones, Walker, Waechter, Poitevent, Carrère & Denègre, L.L.P. (included in Exhibit 5.1)
 
24.1   Power of Attorney (included on signature page)

 

Table of Contents

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 the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Harvey, Louisiana, on August 22, 2006.
         
  SUPERIOR ENERGY SERVICES, INC.
 		  
  By:   /s/ Terence E. Hall    
    Terence E. Hall   
    Chairman of the Board and Chief Executive Officer   
 
POWER OF ATTORNEY
     KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears immediately below constitutes and appoints Terence E. Hall and Robert S. Taylor, and each of them acting individually, his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
     Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on August 22, 2006.
         
Signature   Title    
/s/ Terence E. Hall
 
Terence E. Hall		   Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)		    
/s/ Robert S. Taylor
 
Robert S. Taylor		   Executive Vice President,
Treasurer and Chief Financial Officer
(Principal Financial and
Accounting Officer)		    
/s/ James M. Funk
 
James M. Funk		   Director    
/s/ Ernest E. Howard, III
 
Ernest E. Howard, III		   Director    
/s/ Richard A. Pattarozzi
 
Richard A. Pattarozzi		   Director    
/s/ Justin L. Sullivan
 
Justin L. Sullivan		   Director    
/s/ Enoch L. Dawkins
 
Enoch L. Dawkins		   Director    

 

Table of Contents

Exhibit Index
     
Exhibits  
Description of Exhibit
     
5.1
  Opinion of Jones, Walker, Waechter, Poitevent, Carrère & Denègre, L.L.P.
     
23.1
  Consent of KPMG LLP
     
23.2
  Consent of Jones, Walker, Waechter, Poitevent, Carrère & Denègre, L.L.P. (included in Exhibit 5.1)
     
24.1
  Power of Attorney (included on signature page)