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<font SIZE="2">
<p ALIGN="JUSTIFY">As filed with the Securities and Exchange Commission on May
14, 2001. Registration No. 333-________</p>
<p ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION<br>
Washington, D.C. 20549<br>
__________</font><b><font SIZE="6"><br>
<br>
FORM S-8</font></b></p>
<p ALIGN="CENTER"><b>REGISTRATION STATEMENT<br>
under<br>
THE SECURITIES ACT OF 1933</b><font SIZE="2"><br>
_________</font><font SIZE="4"><b><br>
<br>
SUPERIOR ENERGY SERVICES, INC.</b></font><font SIZE="2"><i><br>
(Exact name of registrant as specified in its charter)</p>
</i>
<p ALIGN="JUSTIFY">&nbsp;</p>
<div align="center">
  <center>
  <table border="0" width="612">
    <tr>
      <td width="187" align="center">
        <p ALIGN="center"><font SIZE="2"><b>Delaware </b><i><br>
        (State or other jurisdiction <br>
        of incorporation or organization) </i></font></td>
      <td width="212" align="center"></td>
      <td width="191" align="center"><font SIZE="2"><b>75-2379388</b><i><br>
        (I.R.S. Employer<br>
        Identification No.)</i></font></td>
    </tr>
    <tr>
      <td width="187" align="center">
        <p ALIGN="JUSTIFY"></td>
      <td width="212" align="center"></td>
      <td width="191" align="center"></td>
    </tr>
    <tr>
      <td width="187" align="center">
        <p ALIGN="JUSTIFY"></td>
      <td width="212" align="center"><font SIZE="2"><b>1105 Peters Road<br>
        Harvey, Louisiana 70058<br>
        </b><i>(Address, including zip code, of <br>
        registrant's
        principal executive offices)</i></font></td>
      <td width="191" align="center"></td>
    </tr>
  </TABLE>
  </center>
</div>
<p ALIGN="center"><b>Superior Energy Services, Inc. 1995 Stock Incentive Plan<br>
Production Management Industries, L.L.C. 1999 Incentive Compensation Plan</b><i><br>
(Full title of the plans)<br>
</i>__________<b><br>
<br>
Robert S. Taylor<br>
Chief Financial Officer<br>
1105 Peters Road<br>
Harvey, Louisiana 70058<br>
(504) 362-4321</b><i><br>
(Name, address, including zip code, and telephone number,<br>
including area code, of agent for service)<br>
</i>Copy to:<b><br>
<br>
Margaret F. Murphy<br>
Jones, Walker, Waechter, Poitevent, Carr&#232;re&nbsp;&amp; Den&#232;gre, L.L.P.<br>
201 St. Charles Avenue<br>
New Orleans, Louisiana 70170-5100</p>
</b>
<p ALIGN="JUSTIFY">&nbsp;</p>
<p ALIGN="center">CALCULATION OF REGISTRATION FEE</p>
</font>
<div align="center">
  <center><hr color="#000000">

<table BORDER="0" CELLSPACING="1" BORDERCOLOR="#FFFFFF" CELLPADDING="8" WIDTH="583" height="105">
  <tr>
    <td WIDTH="139" VALIGN="bottom" height="44"><font SIZE="2">
      <p align="center"><br>
      </p>
      <p align="center">Title of securities<br>
      to be registered</font></td>
    <td WIDTH="114" VALIGN="bottom" height="44"><font SIZE="2">
      <p align="center">Amount<br>
      to be<br>
      registered<sup>(1)</sup></font></p>
    </td>
    <td WIDTH="65" VALIGN="bottom" height="44"><font SIZE="2">
      <p align="center">Proposed maximum<br>
      offering price<br>
      per unit</font></td>
    <td WIDTH="102" VALIGN="bottom" height="44"><font SIZE="2">
      <p align="center">Proposed maximum<br>
      aggregate<br>
      offering price</font></td>
    <td WIDTH="63" VALIGN="bottom" height="44"><font SIZE="2">
      <p align="center">Amount of<br>
      registration<br>
      fee</font></td>
  </tr>
  <tr>
    <td WIDTH="139" VALIGN="TOP" height="25"><font SIZE="2">
      <p>Common Stock<br>
      ($.001 par value per share)</font></p>
    </td>
    <td WIDTH="114" VALIGN="TOP" height="25"><font SIZE="2">
      <p ALIGN="CENTER">139,500 shares<br>
      125,000 shares<u><br>
      280,500 shares<br>
      </u>545,000 shares</font></td>
    <td WIDTH="65" VALIGN="TOP" height="25"><font SIZE="2">
      <p align="center">$11.08<sup>(2)<br>
      &nbsp;&nbsp;
      </sup>9.25<sup>(3)<br>
      &nbsp;&nbsp;
      </sup>7.56<sup>(3)</p>
      </sup></font></td>
    <td WIDTH="102" VALIGN="TOP" height="25"><font SIZE="2">
      <p ALIGN="CENTER">$1,545,660<br>
      1,156,250<u><br>
      2,120,580<br>
      </u>
      $4,822,490</p>
      <p ALIGN="CENTER"></font></td>
    <td WIDTH="63" VALIGN="TOP" height="25"><font SIZE="2">
      <p ALIGN="CENTER">$&nbsp; 386.42<br>
      &nbsp;&nbsp; 289.07<u><br>
      &nbsp;&nbsp;&nbsp; 530.15<br>
      </u>
      $1,205.64</p>
      <p ALIGN="CENTER"></font></td>
  </tr>
</TABLE>
  </center>
</div>
<font SIZE="1">
<sup>
</sup><hr color="#000000">

<table border="0" width="100%">
  <tr>
    <td valign="top">
<p ALIGN="JUSTIFY">
<font SIZE="1">
<sup>
(1)</sup>&nbsp;&nbsp;&nbsp;</font></p>
    </td>
    <td valign="top">
<p ALIGN="JUSTIFY">
<font SIZE="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. This
registration statement includes 500,000 shares issuable under the Superior
Energy Services, Inc. 1995 Stock Incentive Plan (the &quot;1995 Plan&quot;) and
45,000 shares issued or issuable under the Production Management Industries,
L.L.C. 1999 Incentive Compensation Plan.</font></p>
    </td>
  </tr>
  <tr>
    <td valign="top">
<p ALIGN="JUSTIFY">
<font SIZE="1">
<sup>
(2)&nbsp;&nbsp;&nbsp;</sup></font></p>
    </td>
    <td valign="top">
<p ALIGN="JUSTIFY">
<font SIZE="1">
 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
Nasdaq Stock Market on May 7, 2001.</font></p>
    </td>
  </tr>
  <tr>
    <td valign="top">
<p ALIGN="JUSTIFY">
<font SIZE="1">
<sup>
(3)&nbsp;&nbsp;&nbsp;</sup></font></p>
    </td>
    <td valign="top">
<p ALIGN="JUSTIFY">
<font SIZE="1">
The exercise price of options granted under the 1995
Plan.</font></p>
    </td>
  </tr>
</TABLE>
<p ALIGN="JUSTIFY">&nbsp;</p>
</font><b><font SIZE="4">
<p>Reoffer Prospectus</p>
<p>&nbsp;</p>
<p ALIGN="CENTER">&nbsp;</p>
<p ALIGN="CENTER">Superior Energy Services, Inc.</p>
<p ALIGN="CENTER">&nbsp;</p>
</font></b><font SIZE="3">
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; This prospectus relates to the reoffer and resale of up to 5,285 shares of
our common stock by Fred J. Roth, III (hereafter referred to as the
&quot;Selling Stockholder&quot;). The Selling Stockholder acquired the common
stock as compensation for services provided to Production Management Industries,
L.L.C., one of our subsidiaries.&nbsp;</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Our common stock is listed on the Nasdaq National Market under the symbol
&quot;SESI.&quot; On May 11, 2001, the closing price of a share of our common
stock was $11.26. On May 15, 2001, our common stock is expected to be listed and
commence trading on the New York Stock Exchange under the symbol &quot;SPN&quot;.&nbsp;</p>
<b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; See &quot;Risk Factors&quot; beginning on page 7 for information that you
should consider before purchasing the shares.</b>&nbsp;</p>
<p>&nbsp;</p>
<hr width="45%" color="#000000" size="1">
<b>
<p>&nbsp;</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or passed on the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.</b>&nbsp;</p>
<p>&nbsp;</p>
</font><font SIZE="2">
<font SIZE="3">
<p>&nbsp;</p>
<hr width="45%" color="#000000" size="1">
</font>
</font><b>
<p>&nbsp;</p>
<font SIZE="3">
<p ALIGN="CENTER">The date of this prospectus is May 14, 2001.</p>
</font><font SIZE="2">
<p ALIGN="CENTER">&nbsp;</p>
</font><font SIZE="3">
<p ALIGN="CENTER">WHERE YOU CAN FIND MORE INFORMATION</p>
</font></b><font SIZE="3">
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission (the &quot;SEC&quot;).
You can inspect and copy that information at the public reference room of the
SEC at 450 Fifth Street, NW, Washington, D.C. 20549. You may call the SEC at
1-800-SEC-0330 for more information about the public reference room. The SEC
also maintains an Internet site that contains reports, proxy and information
statements and other information regarding registrants, like us, that file
reports with the SEC electronically. The SEC's Internet address is http://www.sec.gov.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; We have filed a registration statement and related exhibits with the SEC to
register the common stock offered by this prospectus. The registration statement
contains additional information about us and our securities. You may inspect the
registration statement and exhibits without charge at the SEC's public
reference room, and you may obtain copies from the SEC at prescribed rates.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The SEC allows us to &quot;incorporate by reference&quot; the information we
file with it, which means that we can disclose important information to you by
referring to documents on file with the SEC. The information incorporated by
reference is considered to be a part of this prospectus. Certain information
that we file later with the SEC will automatically update and supersede this
information.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; We incorporate by reference the following documents that we have filed with
the SEC pursuant to the Securities Exchange Act of 1934:</p>
<blockquote>
<ul>
    <li>Our annual report on Form 10-K for the fiscal year ended December 31,
      2000 (filed March 27, 2001);</li>
</ul>
<ul>
    <li>Our quarterly report on Form 10-Q for the fiscal quarter ended March 31,
      2001 (filed May 14, 2001);</li>
</ul>
  <ul>
    <li>Our current reports on Form 8-K filed May 3, 2001, April 25, 2001, April
      18, 2001 and February 21, 2001;</li>
  </ul>
  <ul>
    <li>The description of our common stock set forth in our registration
      statement on Form 8-A/A filed May 3, 2001; and</li>
  </ul>
  <ul>
    <li>All other documents filed by us with the SEC pursuant to Sections 13(a),
      14 or 15(d) of the Securities Exchange Act of 1934 after the date hereof
      and prior to the termination of this offering.</li>
  </ul>
</blockquote>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; At your request, we will provide you with a free copy of any of these filings
(except for exhibits, unless the exhibits are specifically incorporated by
reference into the filing). You may request copies by writing or telephoning us
at:</p>
<p ALIGN="CENTER">Superior Energy Services, Inc.<br>
1105 Peters Road<br>
Harvey, Louisiana 70058<br>
Attn: Investor Relations<br>
(504) 362-4321</p>
<b>
<p>You should rely only on information incorporated by reference or provided in
this prospectus. We have not authorized anyone else to provide you with
different information.</p>
<p ALIGN="CENTER">THE COMPANY</p>
<p>General</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; We are a leading provider of specialized oilfield services and equipment
focused on serving the production-related needs of oil and gas companies in the
Gulf of Mexico. We believe that we are one of the few companies in the Gulf of
Mexico capable of providing almost all of the post wellhead products and
services necessary to maintain offshore producing wells as well as plug and
abandonment services at the end of their life cycle. We believe our ability to
provide our customers with multiple services and to coordinate and integrate
their delivery allows us to maximize efficiency, reduce lead time and provide
cost-effective services for our customers.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Over the past several years, we have significantly expanded our geographic
scope of operations and the range of production-related services we provide
through both internal growth and strategic acquisitions. Recent acquisitions
have expanded our geographic focus to select international markets and added
complementary product and service offerings. We provide a full range of products
and services for our customers, including rental tools, well services, wireline
services, marine services, field management services, environmental services and
other services.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; We are a Delaware corporation, and the mailing address of our executive
offices is 1105 Peters Road, Harvey, Louisiana 70058. Our telephone number is
(504) 362-4321.</p>
<b>
<p>Operations</p>
</b><i>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Rental Tools</i>. We are a leading provider of rental tools in the Gulf of
Mexico. We manufacture, sell and rent specialized equipment for use with
offshore and onshore oil and gas well drilling, completion, production and
workover activities. Through internal growth and acquisitions, we have increased
the size and breadth of our rental tools inventory and now have 21 locations in
all major staging points for offshore oil and gas activities in the Gulf of
Mexico. We also have a rental tools operation in Venezuela with a limited
inventory of rental tools for this market area. Our rental tools include
pressure control equipment, specialty tubular goods, connecting iron, handling
tools, drill pipe and bolting equipment. We also provide on-site accommodations
through our rental tools division.</p>
<i>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Well Services</i>. We provide well services to stimulate oil and gas
production using platforms or liftboats rather than through the use of a
drilling rig, which we believe provides a cost advantage to our customers. These
services include coiled tubing, electric wireline, well pumping and stimulation
and data acquisition services. During the third quarter of 2000, we added eight
coiled tubing units to our fleet bringing our total number of units to 15. In
the fourth quarter of 2000, we added 11 hydraulic workover and drilling units to
expand our services to provide hydraulic workover drilling and well control
services. We also perform both permanent and temporary plug and abandonment
services.</p>
<i>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Wireline Services</i>. We are the leading provider of mechanical wireline
services in the Gulf of Mexico with approximately 200 offshore wireline units,
20 land wireline units and 18 dedicated liftboats configured specifically for
wireline services. A wireline unit is a spooled wire that can be unwound and
lowered into a well carrying various types of tools for data acquisition,
logging activities, fishing tool operations, pipe and tool recovery and remedial
activities.</p>
<i>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Marine Services</i>. We own and operate the largest and most diverse liftboat
fleet in the world. A liftboat is a self-propelled, self-elevating work platform
with legs, cranes and living accommodations. We believe that liftboat services
are highly complementary to our well services. Our fleet consists of 49
liftboats, including 18 liftboats configured specifically for wireline services,
six liftboats acquired in May 2000 and one 200-foot leg length liftboat that was
delivered to us in September 2000. All of these liftboats are currently
operating in the Gulf of Mexico and represent approximately 24% of the liftboats
in the Gulf of Mexico. We are also constructing one 230-foot leg length liftboat
and two 245-foot leg length liftboats that we expect to place in service within
the next 14 months. We intend to reposition some of our larger liftboats to
international market areas under long-term contracts as opportunities arise. As
of April 12, 2001, Latham &amp; Associates, Inc. estimated the fair market value
of our 49 liftboats to be $147.5 million. The estimate assumed, among other
things, that the liftboats are in excellent condition without a special
inspection for purposes of the estimate, that retail oil and gas prices will
continue to rise and spot dayrates for liftboats will increase slowly and that
each liftboat would be sold in an orderly market based on current activity.</p>
<i>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Field Management Services</i>. We provide a broad range of platform and field
management services to the offshore and onshore oil and gas industry, including
property management, engineering services, operating labor, transportation,
tools and supplies, technical supervision, maintenance, supplemental personnel,
and logistics services. We currently provide property management services to
approximately 140 offshore facilities in the Gulf of Mexico.</p>
<i>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Environmental and Other Services</i>. We provide environmental cleaning
services, including vessel pressure cleaning and safe vessel entry. We also sell
oil spill containment inflatable boom and ancillary storage, deployment and
retrieval equipment. We also provide other services, including the manufacture
and sale of specialized drilling rig instrumentation, electronic torque and
pressure control equipment.</p>
<b>
<p>Customers</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Our customers have primarily been the major and independent oil and gas
companies operating on the U.S. outer continental shelf. In 2000, one customer
accounted for approximately 10.3% of our total revenue, primarily in the well
services, field management, wireline and environmental segments. No single
customer represented 10% or more of our total revenue in 1999 or 1998. We do not
believe that the loss of any one customer would have a material adverse effect
on our revenues.</p>
<b>
<p>Competition</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; We compete in highly competitive areas of the oilfield services industry. The
products and services of each of our principal operating segments are sold in
highly competitive markets, and our revenues and earnings can be affected by the
following factors:</p>
<blockquote>
  <ul>
    <li>changes in competitive prices;<br>
    </li>
    <li>oil and gas prices and industry perceptions of future prices;</li>
  </ul>
  <ul>
    <li>fluctuations in the level of activity by oil and gas producers;</li>
  </ul>
  <ul>
    <li>changes in the number of liftboats on the U.S. outer continental shelf;</li>
  </ul>
  <ul>
    <li>the ability of the oil and gas industry to generate capital;</li>
  </ul>
  <ul>
    <li>general economic conditions; and</li>
  </ul>
  <ul>
    <li>governmental regulation.</li>
  </ul>
</blockquote>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; We compete with the oil and gas industry's largest integrated oilfield
service providers in the production-related services segments in which we
operate, including well, wireline, field management and environmental services.
The rental tools divisions of such companies as well as several smaller
companies that are single source providers of rental tools, are our competitors
in the rental tools market. In the marine services segment, we compete with
smaller companies that provide liftboat services. We believe that the principal
competitive factors in the market areas that we serve are price, product and
service quality, safety record, equipment availability and technical
proficiency.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Our operations may be adversely affected if our current competitors or new
market entrants introduce new products or services with better features,
performance, prices or other characteristics than our products and services.
Further, if additional liftboats are constructed for the Gulf of Mexico market
area by our competitors, it will increase the competition for that service.
Competitive pressures or other factors also may result in significant price
competition that could reduce our operating cash flow and earnings. In addition,
competition among oilfield service and equipment providers is affected by each
provider's reputation for safety and quality. Although we believe that our
reputation for safety and quality service is a key advantage, we cannot be
assured that we will be able to maintain our competitive position.</p>
<b>
<p>Potential Liabilities and Insurance</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Our operations involve a high degree of operational risk, particularly of
personal injury and damage or loss of equipment. Failure or loss of our
equipment could result in property damages, personal injury, environmental
pollution and other damage for which we could be liable. Litigation arising from
the sinking of a liftboat or a catastrophic occurrence at a location where our
equipment and services are used may in the future result in large claims for
damages. We maintain insurance against risks that we believe is consistent with
industry standards and required by our customers. Although we believe that our
insurance protection is adequate, and we have not experienced a loss in excess
of our policy limits, we may not be able to maintain adequate insurance at rates
that we consider commercially reasonable, or ensure that our coverage will be
adequate to cover all claims that may arise.</p>
<b>
<p>Governmental Regulation</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Our business is significantly affected by the following:</p>
<blockquote>
  <ul>
    <li>state and federal laws and other regulations relating to the oil and gas
      industry;</li>
  </ul>
  <ul>
    <li>changes in such laws;</li>
  </ul>
  <ul>
    <li>changing administrative regulations; and</li>
  </ul>
  <ul>
    <li>the level of enforcement thereof.</li>
  </ul>
</blockquote>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; We cannot predict the level of enforcement of existing laws and regulations
or how such laws and regulations may be interpreted by enforcement agencies or
court rulings in the future. We also cannot predict whether additional laws and
regulations will be adopted, or the effect such changes may have on us, our
businesses or our financial condition.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Federal and state laws require owners of non-producing wells to plug the well
and remove all exposed piping and rigging before the well is permanently
abandoned. The timing and need for plug and abandonment services for wells
situated on the federal outer continental shelf are regulated by the Minerals
Management Service (United States Department of the Interior). State regulatory
agencies similarly regulate plug and abandonment services within state coastal
waters. A decrease in the level of industry compliance with or enforcement of
these laws and regulations in the future may adversely affect the demand for our
services. In addition, the demand for our services from the oil and gas industry
is affected by changes in applicable laws and regulations. The adoption of new
laws and regulations curtailing drilling for oil and gas in our operating areas
for economic, environmental or other policy reasons could also adversely affect
our operations by limiting demand for our services.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Certain of our employees who perform services on offshore platforms and
liftboats are covered by the provisions of the Jones Act, the Death on the High
Seas Act and general maritime law. These laws operate to make the liability
limits established under state workers' compensation laws inapplicable to these
employees. Instead, these employees or their representatives are permitted to
pursue actions against us for damages for job related injuries, with generally
no limitations on our potential liability.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Our operations also subject us to compliance with certain federal and state
pollution control and environmental protection laws and regulations. The
technical requirements of these laws and regulations are becoming increasingly
complex and stringent, and compliance is becoming increasingly difficult and
expensive. We believe that our present operations substantially comply with
these laws and regulations and that such compliance has had no material adverse
effect upon our operations. Sanctions for noncompliance may include the
following:</p>
<blockquote>
  <ul>
    <li>revocation of permits;</li>
    </ul>
    <ul>
    <li>corrective action orders;</li>
  </ul>
  <ul>
    <li>administrative or civil penalties; and</li>
  </ul>
  <ul>
    <li>criminal prosecution.</li>
  </ul>
</blockquote>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Certain environmental laws provide for joint and several strict liabilities
for remediation of spills and other releases of hazardous substances. Sanctions
for non-compliance may include revocation of permits, corrective action orders,
administrative penalties and criminal prosecution. In addition, companies may be
subject to claims alleging personal injury or property damage as a result of
alleged exposure to hazardous substances. Finally, some environmental statutes
impose strict liability, which could render us liable for environmental damage
without regard to our negligence or fault. It is possible that changes in
environmental laws and enforcement policies, or claims for damages to persons,
property, natural resources or the environment could result in substantial costs
and liabilities to us. Our insurance policies provide liability coverage for
sudden and accidental occurrences of pollution or clean-up and containment in
amounts that we believe are comparable to policy limits carried by others in our
industry.</p>
<b>
<p>Employees</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; As of February 28, 2001, we had approximately 2,600 employees. None of our
employees is represented by a union or covered by a collective bargaining
agreement. We believe that our relationship with our employees is good.</p>
<b>
<p>Facilities</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Our principal operating facilities are located in Harvey, Louisiana on a
17-acre tract. We support the operations conducted by our liftboats from a
3.5-acre maintenance and office facility in New Iberia, Louisiana located on the
intracoastal waterway that provides access to the Gulf. In 2001, we purchased a
17-acre tract in Broussard, Louisiana, which we plan to use to support our
rental tools and well services operations. We also own certain facilities and
lease other office, service and assembly facilities under various operating
leases, including 21 facilities located in Texas and Louisiana (including the
Broussard facility) to support our rental tools operations. We believe that all
of our leases are at competitive or market rates and do not anticipate any
difficulty in leasing suitable additional space when our current leases expire.</p>
<b>
<p>Intellectual Property</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; We use several patented items in our operations that we believe are important
but are not indispensable to our operations. Although we anticipate seeking
patent protection when possible, we rely to a greater extent on the technical
expertise and know-how of our personnel to maintain our competitive position.</p>
<b>
<p>&nbsp;</p>
<p ALIGN="CENTER">RISK FACTORS</p>
</b><i>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; You should carefully consider the following risks before making an investment
decision. Any of the following risks could seriously harm our business or
adversely affect our financial results. As a result, these risks could cause a
decline in the trading price of our common stock and you could lose all or part
of your investment. You should also refer to the other information included or
incorporated by reference in this prospectus, including our financial statements</i>.</p>
<b>
<p>We are subject to the cyclical nature of the oil and gas industry.</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Our business depends primarily on the level of activity by the oil and gas
companies in the Gulf of Mexico and along the Gulf Coast. This level of activity
has traditionally been volatile as a result of fluctuations in oil and natural
gas prices and their uncertainty in the future. The purchases of the products
and services we provide are, to a substantial extent, deferrable in the event
oil and gas companies reduce capital expenditures. Therefore, the willingness of
our customers to make expenditures is critical to our operations. The levels of
such capital expenditures are influenced by:</p>
<blockquote>
  <ul>
    <li>oil and gas prices and industry perceptions of future prices;</li>
  </ul>
  <ul>
    <li>the cost of exploring for, producing and delivering oil and gas;</li>
  </ul>
  <ul>
    <li>the ability of oil and gas companies to generate capital;</li>
  </ul>
  <ul>
    <li>the sale and expiration dates of offshore leases;</li>
  </ul>
  <ul>
    <li>the discovery rate of new oil and gas reserves; and</li>
  </ul>
  <ul>
    <li>local and international political and economic conditions.</li>
  </ul>
</blockquote>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Although activity levels in production and development sectors of the oil and
gas industry are less immediately affected by changing prices, and, as a result,
less volatile than the exploration sector, producers generally react to
declining oil and gas prices by reducing expenditures. This has, in the past,
and may, in the future, adversely affect our business. We are unable to predict
future oil and gas prices or the level of oil and gas industry activity. A
prolonged low level of activity in the oil and gas industry will adversely
affect the demand for our products and services and our financial condition and
results of operations.</p>
<b>
<p>We are vulnerable to the potential difficulties associated with rapid
expansion.</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; We have grown rapidly over the last several years through internal growth and
acquisitions of other companies. We believe that our future success depends on
our ability to manage the rapid growth that we have experienced and the demands
from increased responsibility on our management personnel. The following factors
could present difficulties to us:</p>
<blockquote>
  <ul>
    <li>lack of sufficient executive-level personnel;</li>
  </ul>
  <ul>
    <li>increased administrative burden; and</li>
  </ul>
  <ul>
    <li>increased logistical problems common to large, expansive operations.</li>
  </ul>

</blockquote>

  <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; If we do not manage these potential difficulties successfully, our
  operating results could be adversely affected. The historical financial
  information incorporated herein is not necessarily indicative of the results
  that would have been achieved had we been operated on a fully integrated basis
  or the results that may be realized in the future.</p>
<b>
<p>Our inability to control the inherent risks of acquiring businesses could
adversely affect our operations.</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Acquisitions have been and we believe will continue to be a key element of
our business strategy. We cannot assure you that we will be able to identify and
acquire acceptable acquisition candidates on terms favorable to us in the
future. We may be required to incur substantial indebtedness to finance future
acquisitions and also may issue equity securities in connection with such
acquisitions. Such additional debt service requirements may impose a significant
burden on our results of operations and financial condition. The issuance of
additional equity securities could result in significant dilution to our
stockholders. We cannot assure you that we will be able to successfully
consolidate the operations and assets of any acquired business with our own
business. Acquisitions may not perform as expected when the acquisition was made
and may be dilutive to our overall operating results. In addition, our
management may not be able to effectively manage our increased size or operate a
new line of business.</p>
<b>
<p>We are susceptible to adverse weather conditions in the Gulf of Mexico.</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Our operations are directly affected by the seasonal differences in weather
patterns in the Gulf of Mexico. These differences may result in increased
operations in the spring, summer and fall periods and a decrease in the winter
months. The seasonality of oil and gas industry activity as a whole in the Gulf
Coast region also affects our operations and sales of equipment. Weather
conditions generally result in higher drilling activity in the spring, summer
and fall months with the lowest activity in winter months. The rainy weather,
hurricanes and other storms prevalent in the Gulf of Mexico and along the Gulf
Coast throughout the year may also affect our operations. Accordingly, our
operating results may vary from quarter to quarter, depending on factors outside
of our control. As a result, full year results are not likely to be a direct
multiple of any particular quarter or combination of quarters.</p>
<b>
<p>We depend on key personnel.</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Our success depends to a great degree on the abilities of our key management
personnel, particularly our Chief Executive Officer and other high-ranking
executives. The loss of the services of one or more of these key employees could
adversely affect us.</p>
<b>
<p>We depend on significant customers.</p>
</b>

  <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; We derive a significant amount of our revenue from a small number of major
  and independent oil and gas companies. Our inability to continue to perform
  services for a number of our large existing customers, if not offset by sales
  to new or other existing customers, could have a material adverse effect on
  our business and operations.</p>
<b>
<p>Our industry is highly competitive.</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; We compete in highly competitive areas of the oil field services industry.
The products and services of each of our principal industry segments are sold in
highly competitive markets, and our revenues and earnings may be affected by the
following factors:</p>
<blockquote>
  <ul>
    <li>changes in competitive prices;</li>
  </ul>
  <ul>
    <li>fluctuations in the level of activity in major markets;</li>
  </ul>
  <ul>
    <li>an increased number of liftboats in the Gulf of Mexico;</li>
  </ul>
  <ul>
    <li>general economic conditions; and</li>
  </ul>
  <ul>
    <li>governmental regulation.</li>
  </ul>
</blockquote>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; We compete with the oil and gas industry's largest integrated oil field
service providers. We believe that the principal competitive factors in the
market areas that we serve are price, product and service quality, availability
and technical proficiency.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Our operations may be adversely affected if our current competitors or new
market entrants introduce new products or services with better features,
performance, prices or other characteristics than our products and services.
Further, additional liftboat capacity in the Gulf of Mexico would increase
competition for that service. Competitive pressures or other factors also may
result in significant price competition that could have a material adverse
effect on our results of operations and financial condition. Finally,
competition among oil field service and equipment providers is also affected by
each provider's reputation for safety and quality. Although we believe that
our reputation for safety and quality service is good, you cannot be sure that
we will be able to maintain our competitive position.</p>
<b>
<p>The dangers inherent in our operations and the potential limits on insurance
coverage could expose us to potentially significant liability costs</b>.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Our operations involve the use of liftboats, heavy equipment and exposure to
inherent risks, including equipment failure, blowouts, explosions and fire. In
addition, our liftboats are subject to operating risks such as catastrophic
marine disaster, adverse weather conditions, mechanical failure, collisions, oil
and hazardous substance spills and navigation errors. The occurrence of any of
these events could result in our liability for personal injury and property
damage, pollution or other environmental hazards, loss of production or loss of
equipment. In addition, certain of our employees who perform services on
offshore platforms and vessels are covered by provisions of the Jones Act, the
Death on the High Seas Act and general maritime law. These laws make the
liability limits established by state workers' compensation laws inapplicable
to these employees and instead permit them or their representatives to pursue
actions against us for damages for job-related injuries. In such actions, there
is generally no limitation on our potential liability.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Any litigation arising from a catastrophic occurrence involving our services
or equipment could result in large claims for damages. The frequency and
severity of such incidents affect our operating costs, insurability and
relationships with customers, employees and regulators. Any increase in the
frequency or severity of such incidents, or the general level of compensation
awards with respect to such incidents, could affect our ability to obtain
projects from oil and gas companies or insurance. We maintain what we believe is
prudent insurance protection. However, we cannot assure that we will be able to
maintain adequate insurance in the future at rates we consider reasonable or
that our insurance coverage will be adequate to cover future claims that may
arise. Successful claims for which we are not fully insured may adversely affect
our working capital and profitability.</p>
<b>
<p>The nature of our industry subjects us to compliance with regulatory and
environmental laws.</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Our business is significantly affected by state and federal laws and other
regulations relating to the oil and gas industry and by changes in such laws and
the level of enforcement of such laws. We are unable to predict the level of
enforcement of existing laws and regulations, how such laws and regulations may
be interpreted by enforcement agencies or court rulings, or whether additional
laws and regulations will be adopted. We are also unable to predict the effect
that any such events may have on us, our business, or our financial condition.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Federal and state laws that require owners of non-producing wells to plug the
well and remove all exposed piping and rigging before the well is permanently
abandoned significantly affect the demand for our plug and abandonment services.
A decrease in the level of enforcement of such laws and regulations in the
future would adversely affect the demand for our services and products. In
addition, demand for our services is affected by changing taxes, price controls
and other laws and regulations relating to the oil and gas industry generally.
The adoption of laws and regulations curtailing exploration and development
drilling for oil and gas in our areas of operations for economic, environmental
or other policy reasons could also adversely affect our operations by limiting
demand for our services.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; We also have potential environmental liabilities with respect to our offshore
and onshore operations, including our environmental cleaning services. Certain
environmental laws provide for joint and several liabilities for remediation of
spills and releases of hazardous substances. These environmental statutes may
impose liability without regard to negligence or fault. In addition, we may be
subject to claims alleging personal injury or property damage as a result of
alleged exposure to hazardous substances. We believe that our present operations
substantially comply with applicable federal and state pollution control and
environmental protection laws and regulations. We also believe that compliance
with such laws has had no material adverse effect on our operations. However,
such environmental laws are changed frequently. Sanctions for noncompliance may
include revocation of permits, corrective action orders, administrative or civil
penalties and criminal prosecution. We are unable to predict whether
environmental laws will in the future materially adversely affect our operations
and financial results.</p>
<b>
<p>As we expand our international operations, we will be subject to additional
political, economic and other uncertainties.</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; A key element of our business strategy is to expand our operations into
international oil and gas producing areas. These international operations are
subject to a number of risks inherent in any business operating in foreign
countries, including, but not limited to:</p>
<blockquote>
<ul>
  <li>political, social and economic instability;</li>
</ul>
<ul>
  <li>potential seizure or nationalization of assets;</li>
</ul>
<ul>
  <li>increased operating costs;</li>
</ul>
<ul>
  <li>modification or renegotiating of contracts;</li>
</ul>
<ul>
  <li>import-export quotas;</li>
</ul>
<ul>
  <li>force majeure;</li>
</ul>
<ul>
  <li>currency fluctuations; and</li>
</ul>
<ul>
  <li>other forms of government regulation which are beyond our control.</li>
</ul>
</blockquote>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Our operations have not yet been affected materially by such conditions or
events, but, as our international operations expand, the exposure to these risks
will increase. As a result, we could, at any one time, have a significant amount
of our revenues generated by operating activity in a particular country.
Therefore, our results of operations could be susceptible to adverse events
beyond our control that could occur in the particular country in which we are
conducting such operations. We anticipate that our contracts to provide services
internationally will generally provide for payment in U.S. dollars and that we
will not make significant investments in foreign assets. To the extent we make
investments in foreign assets or receive revenues in currencies other than U.S.
dollars, the value of our assets and our income could be adversely affected by
fluctuations in the value of local currencies.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Additionally, our competitiveness in international market areas may be
adversely affected by regulations, including but not limited to regulations
requiring:</p>
<blockquote>
<ul>
  <li>the awarding of contracts to local contractors;</li>
</ul>
<ul>
  <li>the employment of local citizens; and</li>
</ul>
<ul>
  <li>the establishment of foreign subsidiaries with significant ownership
    positions reserved by the foreign government for local citizens.</li>
</ul>
</blockquote>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; We cannot predict what types of the above events may occur.</p>
<b>
<p>Our principal stockholders have substantial control.</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Certain investment funds managed by First Reserve Corporation beneficially
own approximately 26.3% of our outstanding common stock. As a result, they
exercise substantial influence over the outcome of most matters requiring a
stockholder vote. In addition, in connection with our acquisition of Cardinal
Holding Corp. on July 15, 1999, we entered into a stockholders' agreement that
provides that our board of directors will consist of six members, consisting in
part of two designees of the First Reserve funds and two independent directors
designated by the board. The First Reserve funds will continue to be entitled to
designate these directors until the stockholders' agreement terminates on July
15, 2009 or in the event of certain substantial reductions of their ownership
interest.</p>
<b>
<p>We might be unable to employ a sufficient number of skilled workers.</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The delivery of our products and services require personnel with specialized
skills and experience. As a result, our ability to remain productive and
profitable will depend upon our ability to employ and retain skilled workers. In
addition, our ability to expand our operations depends in part on our ability to
increase the size of our skilled labor force. The demand for skilled workers in
the Gulf Coast region is high, and the supply is limited. A significant increase
in the wages paid by competing employers could result in a reduction of our
skilled labor force, increases in the wage rates that we must pay or both. If
either of these events were to occur, our capacity and profitability could be
diminished and our growth potential could be impaired.</p>
<b>
<p>We make acquisitions that could subject us to operational risks.</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Our business strategy includes continuing to make acquisitions of
complementary businesses in order to expand our markets and broaden our
portfolio of products and services. There can be no assurance, however, that
future acquisitions can be consummated on acceptable terms, that any acquired
companies can be successfully integrated into our operations or that businesses
we acquire will experience operating results that justify the investment
therein. In addition to the risks applicable to our industry and business
generally, acquired businesses pose special risks, including, but not limited
to:</p>
<blockquote>
  <ul>
    <li>the loss of employees of the acquired business who do not want to work
      for us at all or on mutually acceptable terms;</li>
  </ul>
  <ul>
    <li>the loss of customers of the business as a result of the acquisition or
      the integration of the business into our operations;</li>
  </ul>
  <ul>
    <li>the diversion of management resources to integrate the acquired business
      into our operations; and</li>
  </ul>
  <ul>
    <li>unanticipated problems or legal liabilities relating to the acquired
      business.</li>
  </ul>
</blockquote>
<b>
<p ALIGN="CENTER">NOTICE REGARDING FORWARD-LOOKING STATEMENTS</p>
</b><i>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; This prospectus includes forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements relate to our
future prospects, developments and business strategies. The statements contained
in this prospectus that are not statements of historical fact may include
forward-looking statements that involve a number of risks and uncertainties. We
have used the words &quot;may,&quot; &quot;will,&quot; &quot;expect,&quot;
&quot;anticipate,&quot; &quot;believe,&quot; &quot;estimate,&quot;
&quot;plan,&quot; &quot;intend&quot; and similar expressions in this prospectus
to identify forward-looking statements. These forward-looking statements are
based on our expectations and beliefs concerning future events affecting us and
are subject to uncertainties and factors relating to our operations and business
environment, all of which are difficult to predict and many of which are beyond
our control, that could cause our actual results to differ materially from those
matters expressed in or implied by these forward-looking statements.
Accordingly, any such statements are qualified in their entity by reference to
the key factors described under the caption &quot;Risk Factors&quot; and
elsewhere in this prospectus.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; We caution that the factors described in this prospectus could cause actual
results to differ materially from those expressed in any of our forward-looking
statements and that investors should not place undue reliance on those
statements. Further, any forward-looking statement speaks only as of the date on
which it is made, and except as required by law we undertake no obligation to
update any forward-looking statement to reflect events or circumstances after
the date on which it is made or to reflect the occurrence of anticipated or
unanticipated events or circumstances. New factors that could cause our business
not to develop as we expect emerge from time to time, and it is not possible for
us to predict all of them. Further, we cannot assess the impact of each
currently known or new factor on our results of operations or the extent to
which any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements</p>
</i>
<p>&nbsp;</p>
<b>
<p ALIGN="CENTER">USE OF PROCEEDS</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; We will not receive any proceeds from the sale of any of the 5,285 shares of
common stock by the Selling Stockholder.</p>
<b>
<p align="center">SELLING STOCKHOLDER</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Selling Stockholder whose shares are covered by this prospectus is the
President of one of our wholly owned subsidiaries, Production Management
Industries, L.L.C. (&quot;PMI&quot;). He has held this position with PMI or its
predecessor, Production Management Companies, Inc. (&quot;PMC&quot;), since our
acquisition of PMC in November 1999. The following table shows the number of
shares of our common stock that the Selling Stockholder beneficially owned as of
May 10, 2001, the number of shares offered for resale and the number of shares
the Selling Stockholder will hold if he sells all of the shares offered by this
prospectus.</p>
</font>
<table CELLSPACING="0" BORDER="0" CELLPADDING="7" WIDTH="571" height="112">
  <tr>
    <td WIDTH="31%" VALIGN="TOP" height="85"><b><font SIZE="2">
      <p ALIGN="CENTER">&nbsp;</p>
      <p ALIGN="CENTER">&nbsp;</p>
      <u>
      <p ALIGN="CENTER">Selling Stockholder</u></font></b></td>
    <td WIDTH="24%" VALIGN="bottom" height="85"><b><font SIZE="2">
      <p ALIGN="CENTER">Beneficial<br>
      Ownership<u><br>
      Before Offering</u></font></b></p>
    </td>
    <td WIDTH="20%" VALIGN="bottom" height="85"><b><font SIZE="2">
      <p ALIGN="CENTER">Number of Shares Offered <u>For Resale</u></font></b></td>
    <td WIDTH="25%" VALIGN="bottom" height="85"><b><font SIZE="2">
      <p ALIGN="CENTER">Beneficial Ownership<br>
      After Completion<u><br>
      of Offering</u></font></b></p>
    </td>
  </tr>
  <tr>
    <td WIDTH="31%" VALIGN="TOP" HEIGHT="1"><font SIZE="2">
      <p ALIGN="CENTER">Fred J. Roth, III</font></td>
    <td WIDTH="24%" VALIGN="TOP" HEIGHT="1"><font SIZE="2">
      <p align="center">5,285</font></td>
    <td WIDTH="20%" VALIGN="TOP" HEIGHT="1"><font SIZE="2">
      <p align="center">5,285</font></td>
    <td WIDTH="25%" VALIGN="TOP" HEIGHT="1"><font SIZE="2">
      <p ALIGN="CENTER">0</font></td>
  </tr>
</TABLE>
<font SIZE="3">
<p>&nbsp;</p>
<b>
<p ALIGN="CENTER">PLAN OF DISTRIBUTION</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Selling Stockholder has informed us that he intends to sell all of the
common stock in a single transaction in the open market on or shortly after the
date of this prospectus. However, the Selling Stockholder could instead choose
to sell the common stock from time to time in one or more transactions in sales
occurring in the open market, in privately negotiated transactions, or in a
combination of such transactions. Each sale may be made either at market prices
prevailing at the time of such sale, at negotiated prices or at fixed prices,
which may be changed. Some or all of the shares of common stock may be sold
through brokers acting on behalf of the Selling Stockholder or to dealers for
resale by such dealers; and in connection with such sales, such brokers or
dealers may receive compensation in the form of discounts, fees or commissions
from the Selling Stockholder and/or the purchasers of the shares for whom they
may act as broker or agent.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; All expenses of registration incurred in connection with this offering are
being borne by us, but all brokerage commissions and other selling expenses
incurred by the Selling Stockholder will be borne by him. The shares of common
stock are being sold by the Selling Stockholder acting as principal for his own
account.&nbsp;</p>
<b>
<p ALIGN="CENTER">LEGAL MATTERS</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The validity of the securities offered by this prospectus will be passed upon
for us by Jones, Walker, Waechter, Poitevent, Carr&#232;re &amp; Den&#232;gre, L.L.P.,
New Orleans, Louisiana.</p>
<p>&nbsp;</p>
<b>
<p ALIGN="CENTER">EXPERTS</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The consolidated financial statements of Superior Energy Services, Inc. and
subsidiaries as of December 31, 2000 and 1999, and for each of the two years in
the two-year period ended December 31, 2000 have been incorporated by reference
herein in reliance upon the reports of KPMG LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The consolidated financial statements of Superior Energy Services, Inc. and
subsidiaries (formerly Cardinal Holding Corp.) for the year ended December 31,
1998 appearing in Superior's annual report on Form 10-K for the year ended
December 31, 2000, have
been audited by Ernst &amp; Young LLP, independent auditors, as set forth in
their report thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given on the authority of such firm as experts in
accounting and auditing.</p>
    </font><font SIZE="2">
<p ALIGN="JUSTIFY">&nbsp;</p>
<b>
<p ALIGN="CENTER">PART II</b></font><font SIZE="3"><b>&nbsp;</p>
<p ALIGN="center">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</b>&nbsp;</p>
<b>
<p ALIGN="JUSTIFY">Item 3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Incorporation of Documents by Reference.</b>&nbsp;</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The following documents, which have been filed by Superior
Energy Services, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission"),
are incorporated herein by reference:&nbsp;</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 2000 filed
pursuant to Section 13 of the Securities Exchange Act of 1934 (the "1934
Act");&nbsp;</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
All other reports filed by the Company with the
Commission pursuant to Section 13 of the 1934 Act since December 31, 2000; and&nbsp;</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The description of the Company's
Common Stock set forth in its registration statement under the 1934 Act on Form
8-A/A filed May 3, 2001.&nbsp;</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; All documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent to
the date of this Registration Statement and prior to the filing of a
post-effective amendment that indicates that all securities offered have been
sold or that deregisters all securities then remaining unsold shall, except to
the extent otherwise provided by Regulation S-K or any other rule promulgated by
the Commission, be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of such documents.&nbsp;</p>
<b>
<p ALIGN="JUSTIFY">Item 4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Description of Securities.</b>&nbsp;</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Not applicable.&nbsp;</p>
<b>
<p ALIGN="JUSTIFY">Item 5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Interests of Named Experts and Counsel.</b>&nbsp;</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Not applicable.&nbsp;</p>
        <b>
        <p ALIGN="JUSTIFY">Item 6.</b>&nbsp;<b>&nbsp;&nbsp;&nbsp;</b>&nbsp;&nbsp;&nbsp;&nbsp;
        <b>Indemnification of Directors and
        Officers.</b>&nbsp;</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company's
Certificate of Incorporation (the "Certificate")
contains provisions eliminating the personal liability of the directors to the
Company and its stockholders for monetary damages for breaches of their
fiduciary duties as directors to the fullest extent permitted by the Delaware
General Corporation Law. By virtue of these provisions, under current Delaware
law a director of the Company will not be personally liable for monetary damages
for a breach of his or her fiduciary duty except for liability for (a) a breach
of his or her duty of loyalty to the Company or to its stockholders, (b) acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law, (c) dividends or stock repurchases or redemptions that are
unlawful under Delaware law and (d) any transaction from which he or she
receives an improper personal benefit. In addition, the Certificate provides
that if Delaware law is amended to authorize the further elimination or
limitation of the liability of a director, then the liability of the directors
shall be eliminated or limited to the fullest extent permitted by Delaware law,
as amended. These provisions pertain only to breaches of duty by directors as
directors and not in any other corporate capacity, such as officers, and limit
liability only for breaches of fiduciary duties under Delaware corporate law and
not for violations of other laws such as the federal securities laws.&nbsp;</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Certificate also requires the Company to indemnify its
directors, officers, employees and agents to the fullest extent permitted by the
Delaware General Corporation Law against certain expenses and costs, judgments,
settlements and fines incurred in the defense of any claim, including any claim
brought by or in the right of the Company, to which they were made parties by
reason of being or having been directors, officers, employees and agents.&nbsp;</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Under Section 9 of the Company's bylaws, the Company is
required to defend and indemnify each person who is involved in any threatened
or actual claim, action or proceeding by reason of the fact that such person is
or was a director or officer of the Company serving in a similar position with
respect to another entity at the request of the Company if (i) the director or
officer is successful in defending the claim on its merits or otherwise or (ii)
the director or officer meets the standard of conduct described in Section 9 of
the Company's bylaws. However, the director or officer is not entitled to
indemnification if (i) the claim is brought by the director or officer against
the Company or (ii) the claim is brought by the director or officer as a
derivative action by the Company or in its right, and the action has not been
authorized by the Board of Directors. The rights conferred by Section 9 of the
Company's bylaws are contractual rights and include the right to be paid
expenses incurred in defending the action, suit or proceeding in advance of its
final disposition.&nbsp;</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; In addition, each of the Company's
directors has entered into an indemnity agreement with the Company, pursuant to
which the Company has agreed under certain circumstances to purchase and
maintain directors'
and officers'
liability insurance. The agreements also provide that the Company will indemnify
the directors against any costs and expenses, judgments, settlements and fines
incurred in connection with any claim involving a director by reason of his
position as a director that are in excess of the coverage provided by such
insurance; provided that the director meets certain standards of conduct. Under
the indemnity agreements, the Company is not required to purchase and maintain
directors'
and officers'
liability insurance if, in the reasonable judgment of the Board of Directors,
there is insufficient benefit to the Company from the insurance.&nbsp;</p>
<b>
<p ALIGN="JUSTIFY">Item 7. Exemption From Registration Claimed.</b>&nbsp;</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The 5,285 shares to be reoffered or resold pursuant to this
registration statement were issued to Fred J. Roth, III in a private offering
pursuant to the exemption from registration provided in Section 4(2) of the
Securities Act of 1933. The shares were issued under an employee benefit plan of
a subsidiary of the Company in which two members of the management of the
subsidiary currently participate.&nbsp;</p>
        <b>
        <p ALIGN="JUSTIFY">Item 8.</b> <b>Exhibits.</b>&nbsp;</p>
<table border="0" width="100%">
  <tr>
    <td valign="top">
        <p ALIGN="JUSTIFY"><font SIZE="3">
5&nbsp;&nbsp;&nbsp; </font></p>
    </td>
    <td valign="top">
        <p ALIGN="JUSTIFY"><font SIZE="3">
Opinion of Jones, Walker, Waechter, Poitevent, Carr&#232;re&nbsp;&amp; Den&#232;gre,
L.L.P.&nbsp; </font></p>
    </td>
  </tr>
  <tr>
    <td>
    </td>
    <td>
    </td>
  </tr>
  <tr>
    <td valign="top">
        <p ALIGN="JUSTIFY"><font SIZE="3">
23.1&nbsp;&nbsp;&nbsp; </font></p>
    </td>
    <td valign="top">
        <p ALIGN="JUSTIFY"><font SIZE="3">
Consent of KPMG LLP.&nbsp; </font></p>
    </td>
  </tr>
  <tr>
    <td>
    </td>
    <td>
    </td>
  </tr>
  <tr>
    <td valign="top">
        <p ALIGN="JUSTIFY"><font SIZE="3">
23.2&nbsp;&nbsp;&nbsp; </font></p>
    </td>
    <td valign="top">
        <p ALIGN="JUSTIFY"><font SIZE="3">
Consent of Ernst &amp; Young L.L.P.&nbsp; </font></p>
    </td>
  </tr>
  <tr>
    <td>
    </td>
    <td>
    </td>
  </tr>
  <tr>
    <td valign="top">
        <p ALIGN="JUSTIFY"><font SIZE="3">
23.3&nbsp;&nbsp;&nbsp; </font></p>
    </td>
    <td valign="top">
        <p ALIGN="JUSTIFY"><font SIZE="3">
Consent of Jones, Walker, Waechter, Poitevent, Carr&#232;re&nbsp;&amp; Den&#232;gre,
L.L.P. (included in&nbsp;<br>
 Exhibit 5). </font></p>
    </td>
  </tr>
</TABLE>
        <p ALIGN="JUSTIFY">&nbsp;<b>Item 9.</b>&nbsp;<b>&nbsp;&nbsp;&nbsp;</b>&nbsp;&nbsp;&nbsp;&nbsp;
        <b>Undertakings.</b>&nbsp;</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The undersigned registrant hereby undertakes:&nbsp;</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:&nbsp;</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
A.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;&nbsp;</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
B.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment of the Registration Statement) which, individually or
in the aggregate, represent a fundamental change in the information set forth in
the Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed the dollar value that was registered) and
any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Securities and
Exchange Commission (the "Commission")
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate offering
price set forth in the Calculation of Registration Fee"
table in the effective Registration Statement; and&nbsp;</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
C.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement; provided,
however, that paragraphs (a)(i) and (a)(ii) do not apply if the Registration
Statement is on Form S-3 or Form S-8, and, 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 Exchange Act that are
incorporated by reference in the Registration Statement.&nbsp;</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; That, for the purpose of determining any liability under
the Securities Act of 1933, 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.&nbsp;</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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.&nbsp;</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's
annual report pursuant to section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.&nbsp;</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 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 Securities
and Exchange Commission such indemnification is against public policy as
expressed in the 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 of whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.</p>
</font><font SIZE="2">
<p ALIGN="center"><b>SIGNATURES</b>&nbsp;</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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 May 14, 2001.</p>
<p ALIGN="JUSTIFY">&nbsp;</p>
<table border="0" width="669">
  <tr>
    <td width="370">
<p ALIGN="JUSTIFY"></p>
    </td>
    <td width="283"><font SIZE="2">
SUPERIOR ENERGY SERVICES, INC.
</font>
    </td>
  </tr>
  <tr>
    <td width="370">
<p ALIGN="JUSTIFY"><font SIZE="2">
&nbsp;
</font>
      </p>
    </td>
    <td width="283"></td>
  </tr>
  <tr>
    <td width="370">
<p ALIGN="JUSTIFY"></p>
    </td>
    <td width="283"></td>
  </tr>
  <tr>
    <td width="370">
                                <p ALIGN="JUSTIFY"></p>

    </td>
    <td width="283"><font SIZE="2">
By:<u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
/s/ Terence E. Hall&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<br>
</u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Terence E. Hall<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Chairman of the Board,
                                President and<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Chief Executive Officer
</font>
    </td>
  </tr>
</TABLE>
                                <p ALIGN="JUSTIFY">&nbsp;</p>

<p ALIGN="center"><b>POWER OF ATTORNEY</b>&nbsp;</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; KNOW ALL MEN BY THESE PRESENTS, 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.&nbsp;</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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 the dates indicated.</p>
<p ALIGN="JUSTIFY">&nbsp;</p>
</font>
<table BORDER="0" CELLSPACING="1" BORDERCOLOR="#ffffff" CELLPADDING="3" WIDTH="624" height="216">
  <tr>
    <td WIDTH="36%" VALIGN="TOP" height="21"><font SIZE="2">
      <p>&nbsp;</p>
      <p align="center"><u>Signature</u></font></td>
    <td WIDTH="43%" VALIGN="bottom" height="21"><font SIZE="2">
      <p align="center"><u>Title</u></font></td>
    <td WIDTH="21%" VALIGN="bottom" height="21"><font SIZE="2">
      <p align="center"><u>Date</u></font></td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP" height="1"><font SIZE="2">
      <p>&nbsp;<u>/s/ Terence E. Hall<br>
      </u>Terence E. Hall</p>
      </font></td>
    <td WIDTH="43%" VALIGN="TOP" height="1"><font SIZE="2">
      <p align="center">&nbsp;Director, Chairman of the Board,<br>
      President, and Chief Executive Officer<br>
      (Principal Executive Officer)</font></p>
    </td>
    <td WIDTH="21%" VALIGN="TOP" height="1"><font SIZE="2">
      <p ALIGN="CENTER">&nbsp;May 14, 2001</font></p>
    </td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP" height="59"><font SIZE="2"><u>
      <p>/s/ Robert S. Taylor<br>
      </u>Robert S. Taylor</font></p>
    </td>
    <td WIDTH="43%" VALIGN="TOP" height="59"><font SIZE="2">
      <p ALIGN="CENTER">Chief Financial Officer<br>
      (Principal Financial Officer and<br>
      Principal Accounting Officer)</font></p>
    </td>
    <td WIDTH="21%" VALIGN="TOP" height="59"><font SIZE="2">
      <p ALIGN="CENTER">May 14, 2001&nbsp;</p>
      <p ALIGN="CENTER">&nbsp;</font></td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP" height="34"><font SIZE="2">
      <u>
      <p>/s/ Richard A. Bachmann<br>
      </u>Richard A. Bachmann</font></p>
    </td>
    <td WIDTH="43%" VALIGN="TOP" height="34"><font SIZE="2">
      <p ALIGN="CENTER">Director</font></td>
    <td WIDTH="21%" VALIGN="TOP" height="34"><font SIZE="2">
      <p ALIGN="CENTER">May 10, 2001&nbsp;&nbsp;</font></p>
    </td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP" height="1"><font SIZE="2">
      <u>
      <p>/s/ Ben A. Guill<br>
      </u>Ben A. Guill</font></p>
    </td>
    <td WIDTH="43%" VALIGN="TOP" height="1"><font SIZE="2">
      <p ALIGN="CENTER">Director</font></td>
    <td WIDTH="21%" VALIGN="TOP" height="1"><font SIZE="2">
      <p ALIGN="CENTER">May 14, 2001&nbsp;</p>
      <p ALIGN="CENTER">&nbsp;</font></td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP" height="17"><font SIZE="2">
      <u>
      <p>/s/ William E. Macaulay<br>
      </u>William E. Macaulay</font></p>
    </td>
    <td WIDTH="43%" VALIGN="TOP" height="17"><font SIZE="2">
      <p ALIGN="CENTER">Director</font></td>
    <td WIDTH="21%" VALIGN="TOP" height="17"><font SIZE="2">
      <p ALIGN="CENTER">May 14, 2001&nbsp;</p>
      <p ALIGN="CENTER">&nbsp;</font></td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP" height="36"><font SIZE="2">
      <u>
      <p>/s/ Robert E. Rose<br>
      </u>Robert E. Rose</font></p>
    </td>
    <td WIDTH="43%" VALIGN="TOP" height="36"><font SIZE="2">
      <p ALIGN="CENTER">Director</font></td>
    <td WIDTH="21%" VALIGN="TOP" height="36"><font SIZE="2">
      <p ALIGN="CENTER">May 14, 2001&nbsp;</p>
      <p ALIGN="CENTER">&nbsp;</font></td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP" height="30"><font SIZE="2">
      <u>
      <p>/s/ Justin L. Sullivan<br>
      </u>Justin L. Sullivan</p>
      </font></td>
    <td WIDTH="43%" VALIGN="TOP" height="30"><font SIZE="2">
      <p align="center">&nbsp;Director</font></p>
    </td>
    <td WIDTH="21%" VALIGN="TOP" height="30"><font SIZE="2">
      <p ALIGN="CENTER">May 10, 2001&nbsp;</p>
      <p ALIGN="CENTER">&nbsp;</font></td>
  </tr>
</TABLE>

</body>

</HTML>
[{"type": "S-8", "sequence": "1", "filename": "forms841001.htm", "description": "FORM S-8", "secsgml_size_bytes": 76161}]
{"company-data": {"conformed-name": "SUPERIOR ENERGY SERVICES INC", "cik": "0000886835", "assigned-sic": "1389", "irs-number": "752379388", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60860", "film-number": "1633329"}, "business-address": {"street1": "1105 PETERS ROAD", "city": "HARVEY", "state": "LA", "zip": "70058", "phone": "5043624321"}, "mail-address": {"street1": "1105 PETERS ROAD", "city": "HARVEY", "state": "LA", "zip": "70058"}, "former-company": {"former-conformed-name": "SMALLS OILFIELD SERVICES CORP", "date-changed": "19930328"}}
As filed with the Securities and Exchange Commission on May
14, 2001. 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
(State or other jurisdiction
of incorporation or organization)
75-2379388
(I.R.S. Employer
Identification No.)
1105 Peters Road
Harvey, Louisiana 70058
(Address, including zip code, of
registrant's
        principal executive offices)
Superior Energy Services, Inc. 1995 Stock Incentive Plan
Production Management Industries, L.L.C. 1999 Incentive Compensation Plan
(Full title of the plans)
__________
Robert S. Taylor
Chief Financial Officer
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
to be registered
Amount
to be
registered
(1)
Proposed maximum
offering price
per unit
Proposed maximum
aggregate
offering price
Amount of
registration
fee
Common Stock
($.001 par value per share)
139,500 shares
125,000 shares
280,500 shares
545,000 shares
$11.08
(2)
9.25
(3)
7.56
(3)
$1,545,660
1,156,250
2,120,580
$4,822,490
$  386.42
289.07
530.15
$1,205.64
(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. This
registration statement includes 500,000 shares issuable under the Superior
Energy Services, Inc. 1995 Stock Incentive Plan (the "1995 Plan") and
45,000 shares issued or issuable under the Production Management Industries,
L.L.C. 1999 Incentive Compensation Plan.
(2)
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
Nasdaq Stock Market on May 7, 2001.
(3)
The exercise price of options granted under the 1995
Plan.
Reoffer Prospectus
Superior Energy Services, Inc.
This prospectus relates to the reoffer and resale of up to 5,285 shares of
our common stock by Fred J. Roth, III (hereafter referred to as the
"Selling Stockholder"). The Selling Stockholder acquired the common
stock as compensation for services provided to Production Management Industries,
L.L.C., one of our subsidiaries.
Our common stock is listed on the Nasdaq National Market under the symbol
"SESI." On May 11, 2001, the closing price of a share of our common
stock was $11.26. On May 15, 2001, our common stock is expected to be listed and
commence trading on the New York Stock Exchange under the symbol "SPN".
See "Risk Factors" beginning on page 7 for information that you
should consider before purchasing the shares.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or passed on the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
The date of this prospectus is May 14, 2001.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission (the "SEC").
You can inspect and copy that information at the public reference room of the
SEC at 450 Fifth Street, NW, Washington, D.C. 20549. You may call the SEC at
1-800-SEC-0330 for more information about the public reference room. The SEC
also maintains an Internet site that contains reports, proxy and information
statements and other information regarding registrants, like us, that file
reports with the SEC electronically. The SEC's Internet address is http://www.sec.gov.
We have filed a registration statement and related exhibits with the SEC to
register the common stock offered by this prospectus. The registration statement
contains additional information about us and our securities. You may inspect the
registration statement and exhibits without charge at the SEC's public
reference room, and you may obtain copies from the SEC at prescribed rates.
The SEC allows us to "incorporate by reference" the information we
file with it, which means that we can disclose important information to you by
referring to documents on file with the SEC. The information incorporated by
reference is considered to be a part of this prospectus. Certain information
that we file later with the SEC will automatically update and supersede this
information.
We incorporate by reference the following documents that we have filed with
the SEC pursuant to the Securities Exchange Act of 1934:
Our annual report on Form 10-K for the fiscal year ended December 31,
      2000 (filed March 27, 2001);
Our quarterly report on Form 10-Q for the fiscal quarter ended March 31,
      2001 (filed May 14, 2001);
Our current reports on Form 8-K filed May 3, 2001, April 25, 2001, April
      18, 2001 and February 21, 2001;
The description of our common stock set forth in our registration
      statement on Form 8-A/A filed May 3, 2001; and
All other documents filed by us with the SEC pursuant to Sections 13(a),
      14 or 15(d) of the Securities Exchange Act of 1934 after the date hereof
      and prior to the termination of this offering.
At your request, we will provide you with a free copy of any of these filings
(except for exhibits, unless the exhibits are specifically incorporated by
reference into the filing). You may request copies by writing or telephoning us
at:
Superior Energy Services, Inc.
1105 Peters Road
Harvey, Louisiana 70058
Attn: Investor Relations
(504) 362-4321
You should rely only on information incorporated by reference or provided in
this prospectus. We have not authorized anyone else to provide you with
different information.
THE COMPANY
General
We are a leading provider of specialized oilfield services and equipment
focused on serving the production-related needs of oil and gas companies in the
Gulf of Mexico. We believe that we are one of the few companies in the Gulf of
Mexico capable of providing almost all of the post wellhead products and
services necessary to maintain offshore producing wells as well as plug and
abandonment services at the end of their life cycle. We believe our ability to
provide our customers with multiple services and to coordinate and integrate
their delivery allows us to maximize efficiency, reduce lead time and provide
cost-effective services for our customers.
Over the past several years, we have significantly expanded our geographic
scope of operations and the range of production-related services we provide
through both internal growth and strategic acquisitions. Recent acquisitions
have expanded our geographic focus to select international markets and added
complementary product and service offerings. We provide a full range of products
and services for our customers, including rental tools, well services, wireline
services, marine services, field management services, environmental services and
other services.
We are a Delaware corporation, and the mailing address of our executive
offices is 1105 Peters Road, Harvey, Louisiana 70058. Our telephone number is
(504) 362-4321.
Operations
Rental Tools
. We are a leading provider of rental tools in the Gulf of
Mexico. We manufacture, sell and rent specialized equipment for use with
offshore and onshore oil and gas well drilling, completion, production and
workover activities. Through internal growth and acquisitions, we have increased
the size and breadth of our rental tools inventory and now have 21 locations in
all major staging points for offshore oil and gas activities in the Gulf of
Mexico. We also have a rental tools operation in Venezuela with a limited
inventory of rental tools for this market area. Our rental tools include
pressure control equipment, specialty tubular goods, connecting iron, handling
tools, drill pipe and bolting equipment. We also provide on-site accommodations
through our rental tools division.
Well Services
. We provide well services to stimulate oil and gas
production using platforms or liftboats rather than through the use of a
drilling rig, which we believe provides a cost advantage to our customers. These
services include coiled tubing, electric wireline, well pumping and stimulation
and data acquisition services. During the third quarter of 2000, we added eight
coiled tubing units to our fleet bringing our total number of units to 15. In
the fourth quarter of 2000, we added 11 hydraulic workover and drilling units to
expand our services to provide hydraulic workover drilling and well control
services. We also perform both permanent and temporary plug and abandonment
services.
Wireline Services
. We are the leading provider of mechanical wireline
services in the Gulf of Mexico with approximately 200 offshore wireline units,
20 land wireline units and 18 dedicated liftboats configured specifically for
wireline services. A wireline unit is a spooled wire that can be unwound and
lowered into a well carrying various types of tools for data acquisition,
logging activities, fishing tool operations, pipe and tool recovery and remedial
activities.
Marine Services
. We own and operate the largest and most diverse liftboat
fleet in the world. A liftboat is a self-propelled, self-elevating work platform
with legs, cranes and living accommodations. We believe that liftboat services
are highly complementary to our well services. Our fleet consists of 49
liftboats, including 18 liftboats configured specifically for wireline services,
six liftboats acquired in May 2000 and one 200-foot leg length liftboat that was
delivered to us in September 2000. All of these liftboats are currently
operating in the Gulf of Mexico and represent approximately 24% of the liftboats
in the Gulf of Mexico. We are also constructing one 230-foot leg length liftboat
and two 245-foot leg length liftboats that we expect to place in service within
the next 14 months. We intend to reposition some of our larger liftboats to
international market areas under long-term contracts as opportunities arise. As
of April 12, 2001, Latham & Associates, Inc. estimated the fair market value
of our 49 liftboats to be $147.5 million. The estimate assumed, among other
things, that the liftboats are in excellent condition without a special
inspection for purposes of the estimate, that retail oil and gas prices will
continue to rise and spot dayrates for liftboats will increase slowly and that
each liftboat would be sold in an orderly market based on current activity.
Field Management Services
. We provide a broad range of platform and field
management services to the offshore and onshore oil and gas industry, including
property management, engineering services, operating labor, transportation,
tools and supplies, technical supervision, maintenance, supplemental personnel,
and logistics services. We currently provide property management services to
approximately 140 offshore facilities in the Gulf of Mexico.
Environmental and Other Services
. We provide environmental cleaning
services, including vessel pressure cleaning and safe vessel entry. We also sell
oil spill containment inflatable boom and ancillary storage, deployment and
retrieval equipment. We also provide other services, including the manufacture
and sale of specialized drilling rig instrumentation, electronic torque and
pressure control equipment.
Customers
Our customers have primarily been the major and independent oil and gas
companies operating on the U.S. outer continental shelf. In 2000, one customer
accounted for approximately 10.3% of our total revenue, primarily in the well
services, field management, wireline and environmental segments. No single
customer represented 10% or more of our total revenue in 1999 or 1998. We do not
believe that the loss of any one customer would have a material adverse effect
on our revenues.
Competition
We compete in highly competitive areas of the oilfield services industry. The
products and services of each of our principal operating segments are sold in
highly competitive markets, and our revenues and earnings can be affected by the
following factors:
changes in competitive prices;
oil and gas prices and industry perceptions of future prices;
fluctuations in the level of activity by oil and gas producers;
changes in the number of liftboats on the U.S. outer continental shelf;
the ability of the oil and gas industry to generate capital;
general economic conditions; and
governmental regulation.
We compete with the oil and gas industry's largest integrated oilfield
service providers in the production-related services segments in which we
operate, including well, wireline, field management and environmental services.
The rental tools divisions of such companies as well as several smaller
companies that are single source providers of rental tools, are our competitors
in the rental tools market. In the marine services segment, we compete with
smaller companies that provide liftboat services. We believe that the principal
competitive factors in the market areas that we serve are price, product and
service quality, safety record, equipment availability and technical
proficiency.
Our operations may be adversely affected if our current competitors or new
market entrants introduce new products or services with better features,
performance, prices or other characteristics than our products and services.
Further, if additional liftboats are constructed for the Gulf of Mexico market
area by our competitors, it will increase the competition for that service.
Competitive pressures or other factors also may result in significant price
competition that could reduce our operating cash flow and earnings. In addition,
competition among oilfield service and equipment providers is affected by each
provider's reputation for safety and quality. Although we believe that our
reputation for safety and quality service is a key advantage, we cannot be
assured that we will be able to maintain our competitive position.
Potential Liabilities and Insurance
Our operations involve a high degree of operational risk, particularly of
personal injury and damage or loss of equipment. Failure or loss of our
equipment could result in property damages, personal injury, environmental
pollution and other damage for which we could be liable. Litigation arising from
the sinking of a liftboat or a catastrophic occurrence at a location where our
equipment and services are used may in the future result in large claims for
damages. We maintain insurance against risks that we believe is consistent with
industry standards and required by our customers. Although we believe that our
insurance protection is adequate, and we have not experienced a loss in excess
of our policy limits, we may not be able to maintain adequate insurance at rates
that we consider commercially reasonable, or ensure that our coverage will be
adequate to cover all claims that may arise.
Governmental Regulation
Our business is significantly affected by the following:
state and federal laws and other regulations relating to the oil and gas
      industry;
changes in such laws;
changing administrative regulations; and
the level of enforcement thereof.
We cannot predict the level of enforcement of existing laws and regulations
or how such laws and regulations may be interpreted by enforcement agencies or
court rulings in the future. We also cannot predict whether additional laws and
regulations will be adopted, or the effect such changes may have on us, our
businesses or our financial condition.
Federal and state laws require owners of non-producing wells to plug the well
and remove all exposed piping and rigging before the well is permanently
abandoned. The timing and need for plug and abandonment services for wells
situated on the federal outer continental shelf are regulated by the Minerals
Management Service (United States Department of the Interior). State regulatory
agencies similarly regulate plug and abandonment services within state coastal
waters. A decrease in the level of industry compliance with or enforcement of
these laws and regulations in the future may adversely affect the demand for our
services. In addition, the demand for our services from the oil and gas industry
is affected by changes in applicable laws and regulations. The adoption of new
laws and regulations curtailing drilling for oil and gas in our operating areas
for economic, environmental or other policy reasons could also adversely affect
our operations by limiting demand for our services.
Certain of our employees who perform services on offshore platforms and
liftboats are covered by the provisions of the Jones Act, the Death on the High
Seas Act and general maritime law. These laws operate to make the liability
limits established under state workers' compensation laws inapplicable to these
employees. Instead, these employees or their representatives are permitted to
pursue actions against us for damages for job related injuries, with generally
no limitations on our potential liability.
Our operations also subject us to compliance with certain federal and state
pollution control and environmental protection laws and regulations. The
technical requirements of these laws and regulations are becoming increasingly
complex and stringent, and compliance is becoming increasingly difficult and
expensive. We believe that our present operations substantially comply with
these laws and regulations and that such compliance has had no material adverse
effect upon our operations. Sanctions for noncompliance may include the
following:
revocation of permits;
corrective action orders;
administrative or civil penalties; and
criminal prosecution.
Certain environmental laws provide for joint and several strict liabilities
for remediation of spills and other releases of hazardous substances. Sanctions
for non-compliance may include revocation of permits, corrective action orders,
administrative penalties and criminal prosecution. In addition, companies may be
subject to claims alleging personal injury or property damage as a result of
alleged exposure to hazardous substances. Finally, some environmental statutes
impose strict liability, which could render us liable for environmental damage
without regard to our negligence or fault. It is possible that changes in
environmental laws and enforcement policies, or claims for damages to persons,
property, natural resources or the environment could result in substantial costs
and liabilities to us. Our insurance policies provide liability coverage for
sudden and accidental occurrences of pollution or clean-up and containment in
amounts that we believe are comparable to policy limits carried by others in our
industry.
Employees
As of February 28, 2001, we had approximately 2,600 employees. None of our
employees is represented by a union or covered by a collective bargaining
agreement. We believe that our relationship with our employees is good.
Facilities
Our principal operating facilities are located in Harvey, Louisiana on a
17-acre tract. We support the operations conducted by our liftboats from a
3.5-acre maintenance and office facility in New Iberia, Louisiana located on the
intracoastal waterway that provides access to the Gulf. In 2001, we purchased a
17-acre tract in Broussard, Louisiana, which we plan to use to support our
rental tools and well services operations. We also own certain facilities and
lease other office, service and assembly facilities under various operating
leases, including 21 facilities located in Texas and Louisiana (including the
Broussard facility) to support our rental tools operations. We believe that all
of our leases are at competitive or market rates and do not anticipate any
difficulty in leasing suitable additional space when our current leases expire.
Intellectual Property
We use several patented items in our operations that we believe are important
but are not indispensable to our operations. Although we anticipate seeking
patent protection when possible, we rely to a greater extent on the technical
expertise and know-how of our personnel to maintain our competitive position.
RISK FACTORS
You should carefully consider the following risks before making an investment
decision. Any of the following risks could seriously harm our business or
adversely affect our financial results. As a result, these risks could cause a
decline in the trading price of our common stock and you could lose all or part
of your investment. You should also refer to the other information included or
incorporated by reference in this prospectus, including our financial statements
.
We are subject to the cyclical nature of the oil and gas industry.
Our business depends primarily on the level of activity by the oil and gas
companies in the Gulf of Mexico and along the Gulf Coast. This level of activity
has traditionally been volatile as a result of fluctuations in oil and natural
gas prices and their uncertainty in the future. The purchases of the products
and services we provide are, to a substantial extent, deferrable in the event
oil and gas companies reduce capital expenditures. Therefore, the willingness of
our customers to make expenditures is critical to our operations. The levels of
such capital expenditures are influenced by:
oil and gas prices and industry perceptions of future prices;
the cost of exploring for, producing and delivering oil and gas;
the ability of oil and gas companies to generate capital;
the sale and expiration dates of offshore leases;
the discovery rate of new oil and gas reserves; and
local and international political and economic conditions.
Although activity levels in production and development sectors of the oil and
gas industry are less immediately affected by changing prices, and, as a result,
less volatile than the exploration sector, producers generally react to
declining oil and gas prices by reducing expenditures. This has, in the past,
and may, in the future, adversely affect our business. We are unable to predict
future oil and gas prices or the level of oil and gas industry activity. A
prolonged low level of activity in the oil and gas industry will adversely
affect the demand for our products and services and our financial condition and
results of operations.
We are vulnerable to the potential difficulties associated with rapid
expansion.
We have grown rapidly over the last several years through internal growth and
acquisitions of other companies. We believe that our future success depends on
our ability to manage the rapid growth that we have experienced and the demands
from increased responsibility on our management personnel. The following factors
could present difficulties to us:
lack of sufficient executive-level personnel;
increased administrative burden; and
increased logistical problems common to large, expansive operations.
If we do not manage these potential difficulties successfully, our
  operating results could be adversely affected. The historical financial
  information incorporated herein is not necessarily indicative of the results
  that would have been achieved had we been operated on a fully integrated basis
  or the results that may be realized in the future.
Our inability to control the inherent risks of acquiring businesses could
adversely affect our operations.
Acquisitions have been and we believe will continue to be a key element of
our business strategy. We cannot assure you that we will be able to identify and
acquire acceptable acquisition candidates on terms favorable to us in the
future. We may be required to incur substantial indebtedness to finance future
acquisitions and also may issue equity securities in connection with such
acquisitions. Such additional debt service requirements may impose a significant
burden on our results of operations and financial condition. The issuance of
additional equity securities could result in significant dilution to our
stockholders. We cannot assure you that we will be able to successfully
consolidate the operations and assets of any acquired business with our own
business. Acquisitions may not perform as expected when the acquisition was made
and may be dilutive to our overall operating results. In addition, our
management may not be able to effectively manage our increased size or operate a
new line of business.
We are susceptible to adverse weather conditions in the Gulf of Mexico.
Our operations are directly affected by the seasonal differences in weather
patterns in the Gulf of Mexico. These differences may result in increased
operations in the spring, summer and fall periods and a decrease in the winter
months. The seasonality of oil and gas industry activity as a whole in the Gulf
Coast region also affects our operations and sales of equipment. Weather
conditions generally result in higher drilling activity in the spring, summer
and fall months with the lowest activity in winter months. The rainy weather,
hurricanes and other storms prevalent in the Gulf of Mexico and along the Gulf
Coast throughout the year may also affect our operations. Accordingly, our
operating results may vary from quarter to quarter, depending on factors outside
of our control. As a result, full year results are not likely to be a direct
multiple of any particular quarter or combination of quarters.
We depend on key personnel.
Our success depends to a great degree on the abilities of our key management
personnel, particularly our Chief Executive Officer and other high-ranking
executives. The loss of the services of one or more of these key employees could
adversely affect us.
We depend on significant customers.
We derive a significant amount of our revenue from a small number of major
  and independent oil and gas companies. Our inability to continue to perform
  services for a number of our large existing customers, if not offset by sales
  to new or other existing customers, could have a material adverse effect on
  our business and operations.
Our industry is highly competitive.
We compete in highly competitive areas of the oil field services industry.
The products and services of each of our principal industry segments are sold in
highly competitive markets, and our revenues and earnings may be affected by the
following factors:
changes in competitive prices;
fluctuations in the level of activity in major markets;
an increased number of liftboats in the Gulf of Mexico;
general economic conditions; and
governmental regulation.
We compete with the oil and gas industry's largest integrated oil field
service providers. We believe that the principal competitive factors in the
market areas that we serve are price, product and service quality, availability
and technical proficiency.
Our operations may be adversely affected if our current competitors or new
market entrants introduce new products or services with better features,
performance, prices or other characteristics than our products and services.
Further, additional liftboat capacity in the Gulf of Mexico would increase
competition for that service. Competitive pressures or other factors also may
result in significant price competition that could have a material adverse
effect on our results of operations and financial condition. Finally,
competition among oil field service and equipment providers is also affected by
each provider's reputation for safety and quality. Although we believe that
our reputation for safety and quality service is good, you cannot be sure that
we will be able to maintain our competitive position.
The dangers inherent in our operations and the potential limits on insurance
coverage could expose us to potentially significant liability costs
.
Our operations involve the use of liftboats, heavy equipment and exposure to
inherent risks, including equipment failure, blowouts, explosions and fire. In
addition, our liftboats are subject to operating risks such as catastrophic
marine disaster, adverse weather conditions, mechanical failure, collisions, oil
and hazardous substance spills and navigation errors. The occurrence of any of
these events could result in our liability for personal injury and property
damage, pollution or other environmental hazards, loss of production or loss of
equipment. In addition, certain of our employees who perform services on
offshore platforms and vessels are covered by provisions of the Jones Act, the
Death on the High Seas Act and general maritime law. These laws make the
liability limits established by state workers' compensation laws inapplicable
to these employees and instead permit them or their representatives to pursue
actions against us for damages for job-related injuries. In such actions, there
is generally no limitation on our potential liability.
Any litigation arising from a catastrophic occurrence involving our services
or equipment could result in large claims for damages. The frequency and
severity of such incidents affect our operating costs, insurability and
relationships with customers, employees and regulators. Any increase in the
frequency or severity of such incidents, or the general level of compensation
awards with respect to such incidents, could affect our ability to obtain
projects from oil and gas companies or insurance. We maintain what we believe is
prudent insurance protection. However, we cannot assure that we will be able to
maintain adequate insurance in the future at rates we consider reasonable or
that our insurance coverage will be adequate to cover future claims that may
arise. Successful claims for which we are not fully insured may adversely affect
our working capital and profitability.
The nature of our industry subjects us to compliance with regulatory and
environmental laws.
Our business is significantly affected by state and federal laws and other
regulations relating to the oil and gas industry and by changes in such laws and
the level of enforcement of such laws. We are unable to predict the level of
enforcement of existing laws and regulations, how such laws and regulations may
be interpreted by enforcement agencies or court rulings, or whether additional
laws and regulations will be adopted. We are also unable to predict the effect
that any such events may have on us, our business, or our financial condition.
Federal and state laws that require owners of non-producing wells to plug the
well and remove all exposed piping and rigging before the well is permanently
abandoned significantly affect the demand for our plug and abandonment services.
A decrease in the level of enforcement of such laws and regulations in the
future would adversely affect the demand for our services and products. In
addition, demand for our services is affected by changing taxes, price controls
and other laws and regulations relating to the oil and gas industry generally.
The adoption of laws and regulations curtailing exploration and development
drilling for oil and gas in our areas of operations for economic, environmental
or other policy reasons could also adversely affect our operations by limiting
demand for our services.
We also have potential environmental liabilities with respect to our offshore
and onshore operations, including our environmental cleaning services. Certain
environmental laws provide for joint and several liabilities for remediation of
spills and releases of hazardous substances. These environmental statutes may
impose liability without regard to negligence or fault. In addition, we may be
subject to claims alleging personal injury or property damage as a result of
alleged exposure to hazardous substances. We believe that our present operations
substantially comply with applicable federal and state pollution control and
environmental protection laws and regulations. We also believe that compliance
with such laws has had no material adverse effect on our operations. However,
such environmental laws are changed frequently. Sanctions for noncompliance may
include revocation of permits, corrective action orders, administrative or civil
penalties and criminal prosecution. We are unable to predict whether
environmental laws will in the future materially adversely affect our operations
and financial results.
As we expand our international operations, we will be subject to additional
political, economic and other uncertainties.
A key element of our business strategy is to expand our operations into
international oil and gas producing areas. These international operations are
subject to a number of risks inherent in any business operating in foreign
countries, including, but not limited to:
political, social and economic instability;
potential seizure or nationalization of assets;
increased operating costs;
modification or renegotiating of contracts;
import-export quotas;
force majeure;
currency fluctuations; and
other forms of government regulation which are beyond our control.
Our operations have not yet been affected materially by such conditions or
events, but, as our international operations expand, the exposure to these risks
will increase. As a result, we could, at any one time, have a significant amount
of our revenues generated by operating activity in a particular country.
Therefore, our results of operations could be susceptible to adverse events
beyond our control that could occur in the particular country in which we are
conducting such operations. We anticipate that our contracts to provide services
internationally will generally provide for payment in U.S. dollars and that we
will not make significant investments in foreign assets. To the extent we make
investments in foreign assets or receive revenues in currencies other than U.S.
dollars, the value of our assets and our income could be adversely affected by
fluctuations in the value of local currencies.
Additionally, our competitiveness in international market areas may be
adversely affected by regulations, including but not limited to regulations
requiring:
the awarding of contracts to local contractors;
the employment of local citizens; and
the establishment of foreign subsidiaries with significant ownership
    positions reserved by the foreign government for local citizens.
We cannot predict what types of the above events may occur.
Our principal stockholders have substantial control.
Certain investment funds managed by First Reserve Corporation beneficially
own approximately 26.3% of our outstanding common stock. As a result, they
exercise substantial influence over the outcome of most matters requiring a
stockholder vote. In addition, in connection with our acquisition of Cardinal
Holding Corp. on July 15, 1999, we entered into a stockholders' agreement that
provides that our board of directors will consist of six members, consisting in
part of two designees of the First Reserve funds and two independent directors
designated by the board. The First Reserve funds will continue to be entitled to
designate these directors until the stockholders' agreement terminates on July
15, 2009 or in the event of certain substantial reductions of their ownership
interest.
We might be unable to employ a sufficient number of skilled workers.
The delivery of our products and services require personnel with specialized
skills and experience. As a result, our ability to remain productive and
profitable will depend upon our ability to employ and retain skilled workers. In
addition, our ability to expand our operations depends in part on our ability to
increase the size of our skilled labor force. The demand for skilled workers in
the Gulf Coast region is high, and the supply is limited. A significant increase
in the wages paid by competing employers could result in a reduction of our
skilled labor force, increases in the wage rates that we must pay or both. If
either of these events were to occur, our capacity and profitability could be
diminished and our growth potential could be impaired.
We make acquisitions that could subject us to operational risks.
Our business strategy includes continuing to make acquisitions of
complementary businesses in order to expand our markets and broaden our
portfolio of products and services. There can be no assurance, however, that
future acquisitions can be consummated on acceptable terms, that any acquired
companies can be successfully integrated into our operations or that businesses
we acquire will experience operating results that justify the investment
therein. In addition to the risks applicable to our industry and business
generally, acquired businesses pose special risks, including, but not limited
to:
the loss of employees of the acquired business who do not want to work
      for us at all or on mutually acceptable terms;
the loss of customers of the business as a result of the acquisition or
      the integration of the business into our operations;
the diversion of management resources to integrate the acquired business
      into our operations; and
unanticipated problems or legal liabilities relating to the acquired
      business.
NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus includes forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements relate to our
future prospects, developments and business strategies. The statements contained
in this prospectus that are not statements of historical fact may include
forward-looking statements that involve a number of risks and uncertainties. We
have used the words "may," "will," "expect,"
"anticipate," "believe," "estimate,"
"plan," "intend" and similar expressions in this prospectus
to identify forward-looking statements. These forward-looking statements are
based on our expectations and beliefs concerning future events affecting us and
are subject to uncertainties and factors relating to our operations and business
environment, all of which are difficult to predict and many of which are beyond
our control, that could cause our actual results to differ materially from those
matters expressed in or implied by these forward-looking statements.
Accordingly, any such statements are qualified in their entity by reference to
the key factors described under the caption "Risk Factors" and
elsewhere in this prospectus.
We caution that the factors described in this prospectus could cause actual
results to differ materially from those expressed in any of our forward-looking
statements and that investors should not place undue reliance on those
statements. Further, any forward-looking statement speaks only as of the date on
which it is made, and except as required by law we undertake no obligation to
update any forward-looking statement to reflect events or circumstances after
the date on which it is made or to reflect the occurrence of anticipated or
unanticipated events or circumstances. New factors that could cause our business
not to develop as we expect emerge from time to time, and it is not possible for
us to predict all of them. Further, we cannot assess the impact of each
currently known or new factor on our results of operations or the extent to
which any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements
USE OF PROCEEDS
We will not receive any proceeds from the sale of any of the 5,285 shares of
common stock by the Selling Stockholder.
SELLING STOCKHOLDER
The Selling Stockholder whose shares are covered by this prospectus is the
President of one of our wholly owned subsidiaries, Production Management
Industries, L.L.C. ("PMI"). He has held this position with PMI or its
predecessor, Production Management Companies, Inc. ("PMC"), since our
acquisition of PMC in November 1999. The following table shows the number of
shares of our common stock that the Selling Stockholder beneficially owned as of
May 10, 2001, the number of shares offered for resale and the number of shares
the Selling Stockholder will hold if he sells all of the shares offered by this
prospectus.
Selling Stockholder
Beneficial
Ownership
Before Offering
Number of Shares Offered
For Resale
Beneficial Ownership
After Completion
of Offering
Fred J. Roth, III
5,285
5,285
0
PLAN OF DISTRIBUTION
The Selling Stockholder has informed us that he intends to sell all of the
common stock in a single transaction in the open market on or shortly after the
date of this prospectus. However, the Selling Stockholder could instead choose
to sell the common stock from time to time in one or more transactions in sales
occurring in the open market, in privately negotiated transactions, or in a
combination of such transactions. Each sale may be made either at market prices
prevailing at the time of such sale, at negotiated prices or at fixed prices,
which may be changed. Some or all of the shares of common stock may be sold
through brokers acting on behalf of the Selling Stockholder or to dealers for
resale by such dealers; and in connection with such sales, such brokers or
dealers may receive compensation in the form of discounts, fees or commissions
from the Selling Stockholder and/or the purchasers of the shares for whom they
may act as broker or agent.
All expenses of registration incurred in connection with this offering are
being borne by us, but all brokerage commissions and other selling expenses
incurred by the Selling Stockholder will be borne by him. The shares of common
stock are being sold by the Selling Stockholder acting as principal for his own
account.
LEGAL MATTERS
The validity of the securities offered by this prospectus will be passed upon
for us by Jones, Walker, Waechter, Poitevent, Carrère & Denègre, L.L.P.,
New Orleans, Louisiana.
EXPERTS
The consolidated financial statements of Superior Energy Services, Inc. and
subsidiaries as of December 31, 2000 and 1999, and for each of the two years in
the two-year period ended December 31, 2000 have been incorporated by reference
herein in reliance upon the reports of KPMG LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
The consolidated financial statements of Superior Energy Services, Inc. and
subsidiaries (formerly Cardinal Holding Corp.) for the year ended December 31,
1998 appearing in Superior's annual report on Form 10-K for the year ended
December 31, 2000, have
been audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given on the authority of such firm as experts in
accounting and auditing.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.         Incorporation of Documents by Reference.
The following documents, which have been filed by Superior
Energy Services, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission"),
are incorporated herein by reference:
(a)       
The Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 2000 filed
pursuant to Section 13 of the Securities Exchange Act of 1934 (the "1934
Act");
(b)       
All other reports filed by the Company with the
Commission pursuant to Section 13 of the 1934 Act since December 31, 2000; and
(c)       
The description of the Company's
Common Stock set forth in its registration statement under the 1934 Act on Form
8-A/A filed May 3, 2001.
All documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent to
the date of this Registration Statement and prior to the filing of a
post-effective amendment that indicates that all securities offered have been
sold or that deregisters all securities then remaining unsold shall, except to
the extent otherwise provided by Regulation S-K or any other rule promulgated by
the Commission, be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of such documents.
Item 4.         Description of Securities.
Not applicable.
Item 5.         Interests of Named Experts and Counsel.
Not applicable.
Item 6.
Indemnification of Directors and
        Officers.
The Company's
Certificate of Incorporation (the "Certificate")
contains provisions eliminating the personal liability of the directors to the
Company and its stockholders for monetary damages for breaches of their
fiduciary duties as directors to the fullest extent permitted by the Delaware
General Corporation Law. By virtue of these provisions, under current Delaware
law a director of the Company will not be personally liable for monetary damages
for a breach of his or her fiduciary duty except for liability for (a) a breach
of his or her duty of loyalty to the Company or to its stockholders, (b) acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law, (c) dividends or stock repurchases or redemptions that are
unlawful under Delaware law and (d) any transaction from which he or she
receives an improper personal benefit. In addition, the Certificate provides
that if Delaware law is amended to authorize the further elimination or
limitation of the liability of a director, then the liability of the directors
shall be eliminated or limited to the fullest extent permitted by Delaware law,
as amended. These provisions pertain only to breaches of duty by directors as
directors and not in any other corporate capacity, such as officers, and limit
liability only for breaches of fiduciary duties under Delaware corporate law and
not for violations of other laws such as the federal securities laws.
The Certificate also requires the Company to indemnify its
directors, officers, employees and agents to the fullest extent permitted by the
Delaware General Corporation Law against certain expenses and costs, judgments,
settlements and fines incurred in the defense of any claim, including any claim
brought by or in the right of the Company, to which they were made parties by
reason of being or having been directors, officers, employees and agents.
Under Section 9 of the Company's bylaws, the Company is
required to defend and indemnify each person who is involved in any threatened
or actual claim, action or proceeding by reason of the fact that such person is
or was a director or officer of the Company serving in a similar position with
respect to another entity at the request of the Company if (i) the director or
officer is successful in defending the claim on its merits or otherwise or (ii)
the director or officer meets the standard of conduct described in Section 9 of
the Company's bylaws. However, the director or officer is not entitled to
indemnification if (i) the claim is brought by the director or officer against
the Company or (ii) the claim is brought by the director or officer as a
derivative action by the Company or in its right, and the action has not been
authorized by the Board of Directors. The rights conferred by Section 9 of the
Company's bylaws are contractual rights and include the right to be paid
expenses incurred in defending the action, suit or proceeding in advance of its
final disposition.
In addition, each of the Company's
directors has entered into an indemnity agreement with the Company, pursuant to
which the Company has agreed under certain circumstances to purchase and
maintain directors'
and officers'
liability insurance. The agreements also provide that the Company will indemnify
the directors against any costs and expenses, judgments, settlements and fines
incurred in connection with any claim involving a director by reason of his
position as a director that are in excess of the coverage provided by such
insurance; provided that the director meets certain standards of conduct. Under
the indemnity agreements, the Company is not required to purchase and maintain
directors'
and officers'
liability insurance if, in the reasonable judgment of the Board of Directors,
there is insufficient benefit to the Company from the insurance.
Item 7. Exemption From Registration Claimed.
The 5,285 shares to be reoffered or resold pursuant to this
registration statement were issued to Fred J. Roth, III in a private offering
pursuant to the exemption from registration provided in Section 4(2) of the
Securities Act of 1933. The shares were issued under an employee benefit plan of
a subsidiary of the Company in which two members of the management of the
subsidiary currently participate.
Item 8.
Exhibits.
5
Opinion of Jones, Walker, Waechter, Poitevent, Carrère & Denègre,
L.L.P.
23.1
Consent of KPMG LLP.
23.2
Consent of Ernst & Young L.L.P.
23.3
Consent of Jones, Walker, Waechter, Poitevent, Carrère & Denègre,
L.L.P. (included in
Exhibit 5).
Item 9.
Undertakings.
(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 of 1933;
B.         To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment of the Registration Statement) which, individually or
in the aggregate, represent a fundamental change in the information set forth in
the Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed the dollar value that was registered) and
any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Securities and
Exchange Commission (the "Commission")
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate offering
price set forth in the Calculation of Registration Fee"
table in the effective Registration Statement; and
C.         To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement; provided,
however, that paragraphs (a)(i) and (a)(ii) do not apply if the Registration
Statement is on Form S-3 or Form S-8, and, 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 Exchange Act that are
incorporated by reference in the Registration Statement.
(2)         That, for the purpose of determining any liability under
the Securities Act of 1933, 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.
(b)        
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's
annual report pursuant to section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c)       
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 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 Securities
and Exchange Commission such indemnification is against public policy as
expressed in the 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 of whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all 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 May 14, 2001.
SUPERIOR ENERGY SERVICES, INC.
By:
/s/ Terence E. Hall
Terence E. Hall
Chairman of the Board,
                                President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, 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 the dates indicated.
Signature
Title
Date
/s/ Terence E. Hall
Terence E. Hall
Director, Chairman of the Board,
President, and Chief Executive Officer
(Principal Executive Officer)
May 14, 2001
/s/ Robert S. Taylor
Robert S. Taylor
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
May 14, 2001
/s/ Richard A. Bachmann
Richard A. Bachmann
Director
May 10, 2001
/s/ Ben A. Guill
Ben A. Guill
Director
May 14, 2001
/s/ William E. Macaulay
William E. Macaulay
Director
May 14, 2001
/s/ Robert E. Rose
Robert E. Rose
Director
May 14, 2001
/s/ Justin L. Sullivan
Justin L. Sullivan
Director
May 10, 2001