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As filed with the Securities and Exchange Commission on June 26, 2000
Registration No. 333-36644
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-8
TO REGISTRATION STATEMENT
ON FORM S-4
Under
THE SECURITIES ACT OF 1933
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NATIONAL-OILWELL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0475815
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation of organization)
10000 RICHMOND AVE.
HOUSTON, TEXAS 77042
(713) 346-7500
(Address, including zip code, and telephone number, including area code
of registrant's principal executive offices)
IRI INTERNATIONAL CORPORATION EQUITY INCENTIVE PLAN
(Full title of the plan)
STEVEN W. KRABLIN
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
10000 RICHMOND AVE.
HOUSTON, TEXAS 77042
(713) 346-7500
(Name, address, including zip code, and telephone number,
including area code, of for service)
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Copy to:
DAVID R. KING, ESQUIRE
MORGAN, LEWIS & BOCKIUS LLP
1701 MARKET STREET
PHILADELPHIA, PENNSYLVANIA 19103
(215) 963-5000
This Post-Effective Amendment No. 1 to Registration Statement on Form S-4
relates to 875,361 shares of the Registrant's common stock, par value $.01 per
share, originally registered on the Registration Statement on Form S-4 (No.
333-36644) to which this is an amendment. The registration fees in respect of
such shares of common stock were paid at the time of the original filing of the
Registration Statement on Form S-4 relating to such common stock. In addition,
the Registration Statement also relates to an indeterminate number of additional
shares of common stock pursuant to anti-dilution and adjustment provisions of
the above-referenced plan.
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INTRODUCTORY STATEMENT
National-Oilwell, Inc. ("NOI") hereby amends its Registration Statement
on Form S-4 (No. 333-36644), by filing this Post-Effective Amendment No. 1 on
Form S-8 relating to the sale of up to 875,361 shares of the Common Stock, par
value $.01 per share, of NOI (the "NOI Common Stock") issuable upon the exercise
of options granted under the IRI International Corporation Equity Incentive Plan
(the "Plan").
On June 28, 2000, pursuant to an Agreement of Merger, dated as of March
15, 2000 (the "Merger Agreement"), among NOI, a Delaware corporation, Arrow
Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of NOI
("Arrow"), and IRI International Corporation, a Delaware corporation ("IRI"),
Arrow will be merged with and into IRI. As a result of such merger (the
"Merger"), IRI will become a wholly-owned subsidiary of NOI and each outstanding
share of of Common Stock, par value $.01 per share, of IRI ("IRI Common Stock")
will be converted into 0.3385 shares of NOI Common Stock. In addition, each
outstanding option issued pursuant to the Plan will no longer be exercisable for
shares of IRI Common Stock, but instead, will constitute an option to acquire,
on substantially the same terms and conditions as were applicable under such
option, shares of NOI Common Stock.
This Post-Effective Amendment relates only to the shares of NOI Common
Stock issuable on the exercise of stock options under the Plan and is the first
Post-Effective Amendment to the Form S-4 filed with respect to such shares.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, filed by National-Oilwell, Inc. with the
Securities and Exchange Commission, are incorporated by reference in this
Registration Statement and made a part hereof:
(a) National-Oilwell's Annual Report on Form 10-K for the year ended
December 31, 1999;
(b) National-Oilwell's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000; and
(c) The description of National-Oilwell's Common Stock contained in the
Registration Statement on Form 8-A filed on October 15, 1996, as
amended by National-Oilwell's Current Report on Form 8-K filed on
November 11, 1997.
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), after the date hereof and prior to the
filing of a post-effective amendment that indicates that all securities offered
hereby have been sold or that deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents. Any statement contained in any
document, all or a portion of which is incorporated by reference herein, shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained or incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL")
authorizes, inter alia, a corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that such person is or was an officer or director of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise. The indemnity may include expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, provided that he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. a Delaware corporation may
indemnify past or present officers and directors of such corporation or of
another corporation or other enterprise at the former corporation's request, in
an action by or in the right of the corporation to procure a judgment in its
favor under the same conditions, except that no indemnification is permitted
without judicial approval if such person is adjudged to be liable to the
corporation. Where an officer or director is successful on the merits or
otherwise in defense of any action referred to above, or in defense of any
claim, issue or matter therein, the corporation must indemnify him against the
expenses (including attorney's fees) which he actually and reasonably incurred
in
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connection therewith. Section 145 further provides that any indemnification
shall be made by the corporation only as authorized in each specific case upon a
determination by the (i) stockholders, (ii) board of directors by a majority
vote or a quorum consisting of directors who were not parties to such action,
suit or proceeding or (iii) independent counsel if a quorum of disinterested
directors so directs. Section 145 provides that indemnification pursuant to its
provisions is not exclusive of other rights of indemnification to which a person
may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.
Section 145 of the DGCL also empowers National Oilwell to purchase and
maintain insurance on behalf of any person who is or was an officer or director
of National Oilwell against liability asserted against or incurred by him in any
such capacity, whether or not National Oilwell would have the power to indemnify
such officer or director against such liability under the provisions of Section
145. National Oilwell maintains a directors' and officers' liability policy for
such purposes.
Article Sixth, Part II, Section 1 of National Oilwell's Amended and
Restated Certificate of Incorporation and Article VI of National Oilwell's
Bylaws each provide that directors, officers, employees and agents shall be
indemnified to the fullest extent permitted by Section 145 of the DGCL.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following is a list of exhibits filed as part of this Registration
Statement.
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
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<S> <C>
5 Opinion of Morgan, Lewis & Bockius LLP (incorporated by
reference to Exhibit 5.1 to the Registrant's Registration
Statement on Form S-4)
23.1 Consent of Ernst & Young LLP
23.2 Consent of Morgan, Lewis & Bockius LLP (incorporated by
reference to Exhibit 5.1 to the Registrant's Registration
Statement on Form S-4)
</TABLE>
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:
(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; and
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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) of
this section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Company pursuant to Section 13 or Section 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 that remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for the purpose
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 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(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 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.
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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 June 26, 2000.
NATIONAL-OILWELL, INC.
By: /s/ Joel V. Staff
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Joel V. Staff
Chairman of the Board, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
Chairman of the Board, President and
/s/ Joel V. Staff Chief Executive Officer June 26, 2000
----------------------------------------------- (Principal Executive Officer)
Joel V. Staff
Vice President and Chief Financial
/s/ Steven W. Krablin Officer (Principal Financial Officer June 26, 2000
----------------------------------------------- and Principal Accounting Officer)
Steven W. Krablin
* Director June 26, 2000
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Howard I. Bull
* Director June 26, 2000
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James C. Comis III
* Director June 26, 2000
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W. McComb Dunwoody
* Director June 26, 2000
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Jon Gjedebo
* Director June 26, 2000
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Ben A. Guill
* Director June 26, 2000
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William E. Macaulay
</TABLE>
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<TABLE>
<S> <C> <C>
* Director June 26, 2000
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Frederick W. Pheasey
* By: /s/ Steven W. Krablin
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Steven W. Krablin as
Attorney in Fact
</TABLE>
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<TABLE>
<CAPTION>
Exhibit
Number Exhibit
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<S> <C>
5 Opinion of Morgan, Lewis & Bockius LLP (incorporated by
reference to Exhibit 5.1 to the Registrant's Registration
Statement on Form S-4)
23.1 Consent of Ernst & Young LLP
23.2 Consent of Morgan, Lewis & Bockius LLP (incorporated by
reference to Exhibit 5.1 to the Registrant's Registration
Statement on Form S-4)
</TABLE>
