1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 26, 2001
Registration No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
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 or organization) identification no.)
411 N. SAM HOUSTON PARKWAY, SUITE 600
HOUSTON, TEXAS 77060
(Address of principal executive offices) (Zip code)
SMITH INTERNATIONAL, INC.
STOCK PLAN FOR OUTSIDE DIRECTORS
(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*
===================================================================================================================
PROPOSED
PROPOSED MAXIMUM
MAXIMUM OFFERING AGGREGATE
AMOUNT TO BE PRICE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
Common Stock, par value $1.00 per share 20,000 shares $54.53 $1,090,600 $273
===================================================================================================================
(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 Common Stock on
the New York Stock Exchange on July 25, 2001, pursuant to Rule 457(c) and
Rule 457(h).
* Shares of common stock of the registrant for issuance to non-employee
directors of the registrant pursuant to the Smith International, Inc. Stock Plan
for Outside Directors have been previously registered under Registration
Statements on Form S-8 (Registration No. 33-69840 and Registration No.
333-76635) of the registrant. The number of shares of common stock being carried
forward is 40,000. The filing fees associated with the 40,000 shares that were
previously paid with the earlier registration statements (Registration No.
33-69840 and Registration No. 333-76635) were $100.00 and $214.00, respectively.
1
2
On December 6, 2000, the Board of Directors of the Company adopted,
subject to stockholder approval, amendments to the Smith International, Inc.
Stock Plan for Outside Directors to (i) increase from 40,000 to 60,000 the
aggregate number of shares of the Company's common stock, $1.00 par value,
available for issuance under the plan, (ii) increase the annual grant of common
stock to non-employee directors under the plan from 200 to 400 shares, effective
January 1, 2001, and (iii) extend the term of the plan until April 25, 2011. The
stockholders of the Company approved the amendments to the plan at the Annual
Meeting of Stockholders held on May 22, 2001.
The contents of the Company's Registration Statements on Form S-8
(Registration No. 33-69840 and Registration No. 333-76635) filed with the
Securities and Exchange Commission on October 4, 1993 and April 20, 1999,
respectively, relating to the plan, including the documents incorporated by
reference therein, are incorporated by reference into this registration
statement.
2
3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
In addition to the exhibits filed or incorporated by reference into the
Registration Statements on Form S-8 dated October 4, 1993 and April 20, 1999,
the following documents are filed as exhibits to this registration statement:
3.1 -- 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.
*3.2 -- Certificate of Amendment to Restated Certificate of
Incorporation of the Company, dated May 23, 2001.
3.3 -- Restated Bylaws of the Company. 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.
4.1 -- 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.
4.2 -- 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.
4.3 -- 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.
4.4 -- Form of Note. Filed as Exhibit 4.1 to the Company's report on
Form 8-K, dated February 15, 2001, and incorporated herein by
reference.
*4.5 -- Smith International, Inc. Stock Plan for Outside Directors, 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).
----------
*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
II-1
4
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.
(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 provision, 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.
II-2
5
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 July 26, 2001.
SMITH INTERNATIONAL, INC.
By: /s/ DOUG ROCK
------------------------------
Doug Rock,
Chairman of the Board, Chief Executive Officer,
President and Chief Operating Officer
POWER OF ATTORNEY
Each of the undersigned hereby appoints Doug Rock, Margaret K. Dorman,
Loren K. Carroll and Neal S. Sutton, or each of them (with full power to each of
them to act alone), his or her true and lawful attorney-in-fact and agent, with
full power of substitution, for him or her and on his or her behalf and in his
or her 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 or
she himself or herself 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 July 26, 2001.
SIGNATURE TITLE
--------- -----
/s/ DOUG ROCK Chairman of the Board,
---------------------------------- Chief Executive Officer,
Doug Rock President and Chief Operating Officer
/s/ MARGARET K. DORMAN Senior Vice President,
---------------------------------- Chief Financial Officer
Margaret K. Dorman and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
/s/ LOREN K. CARROLL Executive Vice President and Director
----------------------------------
Loren K. Carroll
/s/ BENJAMIN F. BAILAR Director
----------------------------------
Benjamin F. Bailar
/s/ G. CLYDE BUCK Director
----------------------------------
G. Clyde Buck
/s/ JAMES R. GIBBS Director
----------------------------------
James R. Gibbs
II-3
6
/s/ JERRY W. NEELY Director
----------------------------------
Jerry W. Neely
/s/ WALLACE S. WILSON Director
----------------------------------
Wallace S. Wilson
II-4
7
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
3.1 -- 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.
*3.2 -- Certificate of Amendment to Restated Certificate of
Incorporation of the Company, dated May 23, 2001.
3.3 -- Restated Bylaws of the Company. 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.
4.1 -- 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.
4.2 -- 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.
4.3 -- 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.
4.4 -- Form of Note. Filed as Exhibit 4.1 to the Company's report on
Form 8-K, dated February 15, 2001, and incorporated herein by
reference.
*4.5 -- Smith International, Inc. Stock Plan for Outside Directors, 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).
----------
*Filed herewith.