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     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 30, 2001
                                                      REGISTRATION NO. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                         OIL STATES INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                            76-0476605
  (State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                         Identification Number)

                               THREE ALLEN CENTER
                           333 CLAY STREET, SUITE 3460
                              HOUSTON, TEXAS 77002
          (Address of principal executive offices, including zip code)

                                   ----------

                         OIL STATES INTERNATIONAL, INC.
                         2001 EQUITY PARTICIPATION PLAN;
                            (Full title of the plan)

                                 CINDY B. TAYLOR
                         OIL STATES INTERNATIONAL, INC.
                               THREE ALLEN CENTER
                           333 CLAY STREET, SUITE 3460
                              HOUSTON, TEXAS 77002
                     (Name and address of agent for service)

                                 (713) 652-0582
          (Telephone number, including area code, of agent for service)

                                   Copies to:

                                 Scott N. Wulfe
                             Vinson & Elkins L.L.P.
                         1001 Fannin Street, Suite 2300
                              Houston, Texas 77002
                                 (713) 758-2222

CALCULATION OF REGISTRATION FEE ============================================================================================================================= PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION TO BE REGISTERED REGISTERED(1) PER SHARE PRICE FEE - ---------------------------------------------------------------------------------------------------------------------------- Common Stock (par value $0.01 per share)...... 2,755,000 shares $10.90(2) $30,029,500 $7,508 Common Stock (par value $0.01 per share)...... 845,000 shares $ 9.00(3) $ 7,335,000 $1,834 ---------------- ------ ----------- ------ Total.................................... 3,600,000 shares N/A $37,364,500 $9,342 =============================================================================================================================
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act") this registration statement also covers any additional shares of common stock which become issuable under the antidilution provision of the plans being registered pursuant to this registration statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration, which results in an increase in the number of the registrant's outstanding shares of common stock. (2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and (h) under the Securities Act. The offering price per share and aggregate offering price for the unissued stock options and common stock are based upon the average of the high and low prices of registrant's common stock as reported on the New York Stock Exchange on March 27, 2001. (3) The offering price per share and aggregate offering price for the outstanding stock options are based upon the exercise prices of such options. ================================================================================ 2 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ITEM 1. PLAN INFORMATION. Information required by Part I, Item 1 to be contained in the Section 10(a) prospectus is omitted from this registration statement in accordance with Rule 428 under the Securities Act and the explanatory note to Part I of Form S-8. ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. Information required by Part I, Item 2 to be contained in the Section 10(a) prospectus is omitted from this registration statement in accordance with Rule 428 under the Securities Act and the explanatory note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents, which we have filed with the Securities and Exchange Commission, are incorporated by reference in this registration statement: (a) Our annual report on Form 10-K for the fiscal year ended December 31, 2000 filed on March 30, 2001. (b) The description of our common stock, which is contained in our registration statement on Form 8-A filed on February 6, 2001 pursuant to Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description. All documents we file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the effective date of this registration statement and prior to the filing of a post-effective amendment to this registration statement that (1) indicates that all securities registered on this registration statement have been sold or (2) deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part of this registration statement from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference in this registration statement shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in this registration statement or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this registration statement 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 registration statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law ("DGCL") provides that a corporation 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 proceeding whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorney's fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in -2- 3 good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Section 145 further provides that a corporation similarly 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 or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which he shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper. Section 145 also provides that to the extent a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. Furthermore, Section 145 provides that nothing in the above-described provisions shall be deemed exclusive of any other rights to indemnification or advancement of expenses to which any person may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. Our Bylaws generally provide for the indemnification of 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 proceedings, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that such person is or was a director or officer of our company or a constituent corporation absorbed in a consolidation or merger, or is or was serving at the request of our company or a constituent corporation absorbed in a consolidation or merger, as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorneys' fees), liability and loss actually and reasonably incurred or suffered by such person in connection with such proceeding, whether or not the indemnified liability arises or arose from any threatened, pending or completed proceeding by or in the right of our company, except to the extent that such indemnification is prohibited by applicable law. Our Bylaws also provide that such indemnification shall not be deemed exclusive of any other rights to which those indemnified may be entitled as a matter of law or under any bylaw, agreement, vote of stockholders or otherwise. As permitted by Section 102(b)(7) of the DGCL, our Amended and Restated Certificate of Incorporation provides that directors of our company shall have no personal liability to our company or our stockholders for monetary damages for breach of fiduciary duty as a director, except (1) for any breach of the director's duty of loyalty to our company or our stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, (3) under Section 174 of the DGCL (pertaining to certain prohibited acts including unlawful payment of dividends or unlawful purchase or redemption of the corporation's capital stock) or (4) for any transaction from which a director derived an improper personal benefit. In addition, we have entered into indemnity agreements with our directors and executive officers containing provisions which are in some respects broader than the specific indemnification provisions contained in the DGCL. The U.S. and international purchase agreements that we have entered into in connection with our initial public offering also contain certain provisions for the indemnification against certain civil liabilities under the Securities Act of our directors and certain of our officers. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. -3- 4 ITEM 8. EXHIBITS. Unless otherwise indicated below as being incorporated by reference to another document that we have filed with the Commission, each of the following exhibits is filed herewith: 4.1 Amended and Restated Certificate of Incorporation of Oil States International, Inc. (filed with the Commission as Exhibit 3.1 to our Form 10-K filed on March 30, 2001 and incorporated herein by reference) 4.2 Amended and Restated Bylaws of Oil States International, Inc. (filed with the Commission as Exhibit 3.2 to our Form 10-K filed on March 30, 2001 and incorporated herein by reference) 4.3 Specimen Common Stock certificate (filed with the Commission as Exhibit 4.1 to our registration statement on Form S-1/A (No. 333-43400) filed November 17, 2000 and incorporated herein by reference) 5.1 Opinion of Vinson & Elkins L.L.P. 23.1 Consent of Ernst & Young LLP (Houston, Texas) 23.2 Consent of Arthur Andersen LLP (Dallas, Texas) 23.3 Consent of PricewaterhouseCoopers LLP (Edmonton, Alberta) 23.4 Consent of PricewaterhouseCoopers LLP (Calgary, Alberta) 23.5 Consent of Ernst & Young LLP (Tulsa, Oklahoma) 23.6 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1) 24.1 Powers of Attorney (included on the signature page to this registration statement) ITEM 9. UNDERTAKINGS. 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; and (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 such information in this registration statement; provided, however, that the undertakings set forth in paragraphs (1)(a) and (1)(b) 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 Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. -4- 5 (4) That, for the purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) 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 foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. -5- 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 30th day of March, 2001. OIL STATES INTERNATIONAL, INC. By: /s/ Douglas E. Swanson ------------------------------------- Douglas E. Swanson President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Cindy B. Taylor and/or Douglas E. Swanson, each and individually, his true and lawful attorneys-in-fact and agents, 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 or post-effective amendments to this registration statement on Form S-8, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and ratifying and confirming all that such 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, this registration statement has been signed by the following persons in the capacities and on the 30th day of March, 2001.
SIGNATURE TITLE --------- ----- /s/ Douglas E. Swanson President, Chief Executive Officer and Director - ---------------------------- (Principal Executive Officer) Douglas E. Swanson /s/ Cindy B. Taylor Chief Financial Officer - ---------------------------- (Principal Financial Officer) Cindy B. Taylor /s/ Robert W. Hampton Vice President - Finance and Accounting - ---------------------------- (Principal Accounting Officer) Robert W. Hampton /s/ L.E. Simmons Chairman of the Board - ---------------------------- L.E. Simmons /s/ Martin Lambert Director - ---------------------------- Martin Lambert /s/ Mark G. Papa Director - ---------------------------- Mark G. Papa /s/ Gary L. Rosenthal Director - ---------------------------- Gary L. Rosenthal /s/ Andrew L. Waite Director - ---------------------------- Andrew L. Waite /s/ Stephen A. Wells Director - ---------------------------- Stephen A. Wells
7 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION ------- ----------- 4.1 Amended and Restated Certificate of Incorporation of Oil States International, Inc. (filed with the Commission as Exhibit 3.1 to our Form 10-K filed on March 30, 2001 and incorporated herein by reference) 4.2 Amended and Restated Bylaws of Oil States International, Inc. (filed with the Commission as Exhibit 3.2 to our Form 10-K filed on March 30, 2001 and incorporated herein by reference) 4.3 Specimen Common Stock certificate (filed with the Commission as Exhibit 4.1 to our registration statement on Form S-1/A (No. 333-43400) filed November 17, 2000 and incorporated herein by reference) 5.1 Opinion of Vinson & Elkins L.L.P. 23.1 Consent of Ernst & Young LLP (Houston, Texas) 23.2 Consent of Arthur Andersen LLP (Dallas, Texas) 23.3 Consent of PricewaterhouseCoopers LLP (Edmonton, Alberta) 23.4 Consent of PricewaterhouseCoopers LLP (Calgary, Alberta) 23.5 Consent of Ernst & Young LLP (Tulsa, Oklahoma) 23.6 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1) 24.1 Powers of Attorney (included on the signature page to this registration statement)
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                       [VINSON & ELKINS L.L.P. LETTERHEAD]

                                                                     EXHIBIT 5.1

                                 March 30, 2001


Oil States International, Inc.
Three Allen Center
333 Clay Street, Suite 3460
Houston, Texas 77042

Ladies and Gentlemen:


     We have acted as counsel for Oil States International, Inc., a Delaware
corporation (the "Company"), with respect to certain legal matters in connection
with the registration by the Company under the Securities Act of 1933, as
amended (the "Securities Act"), of the offer and sale of up to 3,700,000 shares
(the "Shares") of common stock, par value $.01 per share, of the Company
issuable under the 2001 Equity Participation Plan (the "Plan") and subject to
adjustment as provided therein.

     In connection with the foregoing, we have examined or are familiar with the
Amended and Restated Certificate of Incorporation of the Company, the Amended
and Restated Bylaws of the Company, the Plan and the Registration Statement on
Form S-8 to be filed in connection with the registration of the Shares (the
"Registration Statement"), and such other certificates, instruments and
documents as we have considered necessary or appropriate for purposes of this
opinion.

     Based upon the foregoing, we are of the opinion that the Shares have been
duly authorized and, when the Shares are issued in accordance with the
provisions of the Plan, will be validly issued and fully paid and
non-assessable.

     The foregoing opinion is limited in all respects to the Constitution of the
State of Delaware and the Delaware General Corporation Law, as interpreted by
the courts of the State of Delaware and of the United States. For purposes of
this opinion, we assume that the Shares will be issued in compliance with all
applicable state securities or Blue Sky laws.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act and the rules and regulations thereunder.

                                       Very truly yours,

                                       /s/ Vinson & Elkins L.L.P.

                                       VINSON & ELKINS L.L.P.
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                                                                    EXHIBIT 23.1

                        CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Registration Statement
(Form S-8) pertaining to the 2001 Equity Participation Plan of Oil States
International, Inc. of our report dated March 19, 2001, with respect to the
combined financial statements of Oil States International, Inc. included in its
Form 10-K for the year ended December 31, 2000, filed with the Securities and
Exchange Commission.

                                            /s/ Ernst & Young LLP
Houston, Texas
March 29, 2001
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                                                                    EXHIBIT 23.2

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement on Form S-8 of our report dated July
31, 2000, included in the Oil States International, Inc. Form 10-K for the year
ended December 31, 2000 and to all references to our Firm included in this
registration statement.

                                            /s/ ARTHUR ANDERSEN LLP

Dallas, Texas
March 28, 2001
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                                                                    EXHIBIT 23.3


March 28, 2001


CONSENT OF INDEPENDENT AUDITORS


We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Oil States International, Inc. of our report dated
February 26, 2001 relating to the consolidated financial statements of PTI Group
Inc. for the year ended December 31, 2000 that appears in the Annual Report of
Oil States International, Inc. on Form 10-K.


/s/ PricewaterhouseCoopers LLP

Chartered Accountants
Edmonton, Alberta, Canada
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                                                                    EXHIBIT 23.4

March 28, 2001

CONSENT OF INDEPENDENT AUDITORS

     We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Oil States International, Inc. of our report dated
January 29, 1999 relating to the consolidated financial statements of CE
Franklin Ltd. for the year ended December 31, 1998 that appears in the Annual
Report of Oil States International, Inc. on Form 10-K.


/s/ PricewaterhouseCoopers LLP

Chartered Accountants
Calgary, Alberta
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                                                                    EXHIBIT 23.5


                        CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 2001 Equity Participation Plan of Oil States
International, Inc. of our reports dated August 14, 2000 and August 14, 1998,
with respect to the Sooner, Inc. and Sooner Pipe and Supply Corporation,
respectively, included in Oil States International, Inc. Form 10-K for the
year ended December 31, 2000, filed with the Securities and Exchange Commission.



                                             /s/ ERNST & YOUNG LLP

Tulsa, Oklahoma
March 28, 2001