AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 23, 2002
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SMITH INTERNATIONAL, INC.
(Exact name of registrant as specified in charter)
DELAWARE 95-3822631
(State or other jurisdiction of (I.R.S. Employer
incorporation) Identification No.)
411 N. SAM HOUSTON PARKWAY, SUITE 600
HOUSTON, TEXAS 77060
(Address of principal executive offices) (Zip Code)
SMITH INTERNATIONAL, INC.
1989 LONG-TERM INCENTIVE
COMPENSATION PLAN
(Full title of the plan)
NEAL S. SUTTON
SENIOR VICE PRESIDENT - ADMINISTRATION, GENERAL COUNSEL AND SECRETARY
SMITH INTERNATIONAL, INC.
411 N. SAM HOUSTON PARKWAY, SUITE 600
HOUSTON, TEXAS 77060
(281) 443-3370
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE*
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PROPOSED
MAXIMUM OFFERING PROPOSED
AMOUNT TO BE PRICE MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE (1) REGISTRATION FEE
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Common Stock, par value $1.00 per share 2,300,000 shares $72.57 $166,911,000 $15,356
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(1) Estimated solely for the purpose of calculating the registration fee, based
upon the average of the high and low prices of a share of the Company's
common stock on the New York Stock Exchange on May 21, 2002, pursuant to
Rule 457(c) and Rule 457(h).
* Shares of common stock of the registrant for issuance to full-time salaried
employees of the registrant who are performing management, supervisory, sales,
scientific or engineering services or who are key employees of the registrant
pursuant to the Smith International, Inc. 1989 Long-Term Incentive Compensation
Plan have been previously registered under Registration Statements on Form S-8
(Registration No. 33-31556, Registration No. 33-56693 and Registration No.
333-76633). The number of shares of common stock being carried forward is
4,900,000, and the filing fees associated with such shares that were previously
paid with the earlier registration statements were $2,812.50 with Registration
No. 33-31556, $7,241.38 with Registration No. 33-56693 and $25,648 with
Registration No. 333-76633.
On February 6, 2002, the Board of Directors of Smith International, Inc.
(the "Registrant" or the "Company") adopted, subject to stockholder approval, an
amendment to the Smith International, Inc. 1989 Long-Term Incentive Compensation
Plan to increase from 4,900,000 to 7,200,000 the aggregate number of shares of
the Company's common stock, $1.00 par value, reserved for issuance under the
plan and to extend the expiration date of the plan to April 24, 2012. The
amendment of the plan was approved by our stockholders at the annual meeting of
stockholders held on April 24, 2002.
The contents of our registration statements on Form S-8 (Registration No.
33-31556, Registration No. 33-56693 and Registration No. 333-76633) filed with
the Securities and Exchange Commission on October 13, 1989, December 1, 1994 and
April 20, 1999, respectively, each relating to the plan, including the documents
incorporated by reference therein, are incorporated by reference into this
registration statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
We incorporate by reference and make a part of this registration statement
the following documents as of their respective dates as filed with the
Securities and Exchange Commission:
o our Annual Report on Form 10-K for the year ended December 31, 2001,
filed March 20, 2002;
o our Quarterly Report on Form 10-Q for the quarter ended March 31,
2002, filed May 15, 2002;
o Current Reports on Form 8-K filed April 4, 2002, April 18, 2002 and
May 2, 2002; and
o the description of our common stock contained in our registration
statement on Form 8-A filed May 20, 1959, including any amendment to
that form that we may have filed in the past, or may file in the
future, for the purpose of updating our description of our common
stock.
All documents we file pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), subsequent
to the effective date of this registration statement, prior to the filing of a
post-effective amendment which indicates that all securities offered by this
registration statement have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement to be a part hereof from the date of filing of such
documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation has the power, under specified circumstances, to
indemnify a director, officer, employee or agent of the corporation and certain
other persons serving at the request of the corporation in related capacities
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
an action or proceeding to which he or she is threatened to be made a party by
reason of such position, if such person shall have acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal action, that
they had no reasonable cause to believe their conduct was unlawful. With respect
to suits by or in the right of the corporation, however, indemnification is
generally limited to attorneys' fees and other expenses and is not available if
such person is adjudged to be liable to the corporation unless the court
determines that indemnification is appropriate. Additionally, a corporation is
required to indemnify its directors and officers against expenses to the extent
that such directors or officers have been successful on the merits or otherwise
in any action, suit or proceeding or in defense of any claim, issue or matter
therein. Indemnification can be made by the corporation only upon a
determination
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that indemnification is proper in the circumstances because the
party seeking indemnification has met the applicable standard of conduct as set
forth in the General Corporation Law of the State of Delaware. A corporation
also has the power to purchase and maintain insurance on behalf of any person
who is or was a director or officer of the corporation against any liability
asserted against such person or incurred by such person in any capacity or
arising out of such person's status as such, whether or not the corporation
would have the power to indemnify such person against such liability under the
provisions of the law.
The Company's restated certificate of incorporation and the amended bylaws
extend indemnification rights to the Company's directors, officers, employees
and agents to the fullest extent authorized by the General Corporation Law of
the State of Delaware. The restated certificate of incorporation and the amended
bylaws also permit the Company to maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of the Company against any
liability asserted against such person and incurred by such person in such
capacity, whether or not the Company would have the power or the obligation to
indemnify such person against such liability. Reference is made to the restated
certificate of incorporation and the amended bylaws of the Company.
Section 102(b)(7) of the General Corporation Law of the State of Delaware
provides that a certificate of incorporation may contain a provision eliminating
or limiting the personal liability of a director of the corporation or its
stockholders for monetary damages for a breach of fiduciary duty as a director,
provided that such provisions may not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 (relating to liability for unauthorized acquisitions or redemptions
of, or dividends on, capital stock) of the General Corporation Law of the State
of Delaware or (iv) for any transaction from which the director derived an
improper personal benefit. The Company's restated certificate of incorporation
contains such a provision, and further provides that if the General Corporation
Law of the State of Delaware is amended to further eliminate or limit the
personal liability of directors, then the liability of the directors of the
Company shall be eliminated or limited to the fullest extent permitted by the
General Corporation Law of the State of Delaware.
The above discussion of the Company's restated certificate of incorporation
and amended bylaws and of Sections 102(b)(7) and 145 of the General Corporation
Law of the State of Delaware is not intended to be exhaustive and is qualified
in its entirety by such restated certificate of incorporation, amended bylaws
and statutes.
ITEM 8. EXHIBITS.
In addition to the exhibits filed or incorporated by reference into the
registration statements on Form S-8 dated October 13, 1989, December 1, 1994 and
April 20, 1999, respectively, the following documents are filed as exhibits to
this registration statement:
4.1 Restated Certificate of Incorporation of the Company as
amended by Certificate of Amendment of Articles of
Incorporation of the Company, dated as of July 8, 1987, and
Certificate of Amendment to Restated Certificate of
Incorporation of the Company, dated November 17, 1987. Filed
as Exhibit 3.1 to the Company's report on Form 10-K for the
year ended December 31, 1993 and incorporated herein by
reference.
4.2 Certificate of Amendment to Restated Certificate of
Incorporation of the Company, dated May 23, 2001. Filed as
Exhibit 3.2 to the Company's Registration Statement on Form
S-8 dated July 26, 2001 and incorporated herein by reference.
4.3 Bylaws of the Company as amended to date. Filed as Exhibit 3.1
to the Company's report on Form 8-K dated August 13, 1998 (and
filed on August 14, 1998) and incorporated herein by
reference.
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4.4 Rights Agreement, dated as of June 8, 2000, between the
Company and First Chicago Trust Company of New York, as Rights
Agent. Filed as Exhibit 4.1 to the Company's report on Form
8-A, dated June 15, 2000, and incorporated herein by
reference.
4.5 Amendment to Rights Agreement dated June 8, 2000, by and among
the Company and First Chicago Trust Company of New York and
effective as of October 1, 2001. Filed as Exhibit 4.1 to the
Company's report on Form 10-Q for the quarter ended September
30, 2001 and incorporated herein by reference.
4.6 Form of Indenture between the Company and The Bank of New
York, as Trustee. Filed as Exhibit 4.1 to the Company's
Registration Statement on Form S-3 dated August 22, 1997 and
incorporated herein by reference.
4.7 Form of Note. Filed as Exhibit 4.2 to Amendment No. 1 to the
Company's Registration Statement on Form S-3 dated September
9, 1997 and incorporated herein by reference.
4.8 Form of Note. Filed as Exhibit 4.1 to the Company's report on
Form 8-K dated February 13, 2001 and incorporated herein by
reference.
*4.9 Smith International, Inc. 1989 Long-Term Incentive
Compensation Plan, as amended.
*5.1 Opinion of counsel regarding legality.
*23.1 Consent of Arthur Andersen LLP.
*23.2 Consent of counsel (included in the opinion of counsel, filed
herewith as Exhibit 5.1).
*24.1 Power of Attorney (set forth on the signature page of this
registration statement).
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*Filed herewith.
ITEM 9. UNDERTAKINGS.
(a) Rule 415 Offering
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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent 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;
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(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, 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 15(d) of the Securities Exchange Act of 1934 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) Filings Incorporating Subsequent Exchange Act Documents by Reference
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.
(h) Request for Acceleration of Effective Date or Filing of Registration
Statement on Form S-8
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 Commission such
indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on May 23, 2002.
SMITH INTERNATIONAL, INC.
By: /s/ DOUG ROCK
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Doug Rock,
Chairman of the Board,
Chief Executive Officer,
President and Director
POWER OF ATTORNEY
Each of the undersigned hereby appoints Doug Rock, Loren K. Carroll,
Neal S. Sutton and Margaret K. Dorman, or each of them (with full power to each
of them to act alone), his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and on his behalf and in his name, place and
stead, in any and all capacities, to sign, execute and file this registration
statement under the Securities Act of 1933, as amended, and any and all
amendments and exhibits to this registration statement and any other documents
to be filed with respect thereto, with the Securities and Exchange Commission or
any regulatory authority, granting unto such attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in order to effectuate the same, as
fully as to all intents and purposes as he himself might or could do if
personally present, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done.
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 indicated on May 23, 2002.
SIGNATURE TITLE
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/s/ DOUG ROCK Chairman of the Board,
----------------------------------------------------- Chief Executive Officer,
Doug Rock President and Director
/s/ MARGARET K. DORMAN Senior Vice President,
----------------------------------------------------- Chief Financial Officer and
Margaret K. Dorman Treasurer (Principal Financial
Officer and Principal Accounting Officer)
/s/ LOREN K. CARROLL Executive Vice President and Director
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Loren K. Carroll
/s/ BENJAMIN F. BAILAR Director
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Benjamin F. Bailar
/s/ G. CLYDE BUCK Director
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G. Clyde Buck
/s/ JAMES R. GIBBS Director
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James R. Gibbs
/s/ JERRY W. NEELY Director
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Jerry W. Neely
/s/ WALLACE S. WILSON Director
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Wallace S. Wilson
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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4.1 Restated Certificate of Incorporation of the Company as
amended by Certificate of Amendment of Articles of
Incorporation of the Company, dated as of July 8, 1987, and
Certificate of Amendment to Restated Certificate of
Incorporation of the Company, dated November 17, 1987. Filed
as Exhibit 3.1 to the Company's report on Form 10-K for the
year ended December 31, 1993 and incorporated herein by
reference.
4.2 Certificate of Amendment to Restated Certificate of
Incorporation of the Company, dated May 23, 2001. Filed as
Exhibit 3.2 to the Company's Registration Statement on Form
S-8 dated July 26, 2001 and incorporated herein by reference.
4.3 Bylaws of the Company as amended to date. Filed as Exhibit 3.1
to the Company's report on Form 8-K dated August 13, 1998 (and
filed on August 14, 1998) and incorporated herein by
reference.
4.4 Rights Agreement, dated as of June 8, 2000, between the
Company and First Chicago Trust Company of New York, as Rights
Agent. Filed as Exhibit 4.1 to the Company's report on Form
8-A, dated June 15, 2000, and incorporated herein by
reference.
4.5 Amendment to Rights Agreement dated June 8, 2000, by and among
the Company and First Chicago Trust Company of New York (the
"Rights Agent") and effective as of October 1, 2001. Filed as
Exhibit 4.1 to the Company's report on Form 10-Q for the
quarter ended September 30, 2001 and incorporated herein by
reference.
4.6 Form of Indenture between the Company and The Bank of New
York, as Trustee. Filed as Exhibit 4.1 to the Company's
Registration Statement on Form S-3 dated August 22, 1997 and
incorporated herein by reference.
4.7 Form of Note. Filed as Exhibit 4.2 to Amendment No. 1 to the
Company's Registration Statement on Form S-3 dated September
9, 1997 and incorporated herein by reference.
4.8 Form of Note. Filed as Exhibit 4.1 to the Company's report on
Form 8-K dated February 13, 2001 and incorporated herein by
reference.
*4.9 Smith International, Inc. 1989 Long-Term Incentive
Compensation Plan, as amended.
*5.1 Opinion of counsel regarding legality.
*23.1 Consent of Arthur Andersen LLP.
*23.2 Consent of counsel (included in the opinion of counsel, filed
herewith as Exhibit 5.1).
*24.1 Power of Attorney (set forth on the signature page of this
registration statement).
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* Filed herewith.