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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
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DRIL-QUIP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 74-2162088
(State of incorporation or organization) (I.R.S. Employer Identification No.)
13550 HEMPSTEAD HIGHWAY
HOUSTON, TEXAS 77040
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
Title of each class to be so registered each class is to be registered
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COMMON STOCK, PAR VALUE $.01 PER SHARE NEW YORK STOCK EXCHANGE, INC.
RIGHTS TO PURCHASE SERIES A JUNIOR NEW YORK STOCK EXCHANGE, INC.
PARTICIPATING PREFERRED STOCK
If this Form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this Form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: 333-33447 (if applicable).
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The authorized capital stock of Dril-Quip, Inc., a Delaware
corporation (the "Company"), consists of 50,000,000 shares of Common Stock, par
value $0.01 per share, and 10,000,000 shares of Preferred Stock, par value $0.01
per share. The following summary does not purport to be complete, and reference
is made to the more detailed provisions of the Company's Certificate of
Incorporation (the "Certificate of Incorporation") and Bylaws, copies of which
have been filed as exhibits to the Company's Registration Statement on Form S-1
(Reg. No. 333-33447).
COMMON STOCK
The Common Stock possesses ordinary voting rights for the election of
directors and in respect of other corporate matters, each share being entitled
to one vote. There are no cumulative voting rights, meaning that the holders of
a majority of the shares voting for the election of directors can elect all the
directors if they choose to do so. The Common Stock carries no preemptive
rights and is not convertible, redeemable or assessable, or entitled to the
benefits of any sinking fund. The holders of Common Stock are entitled to
dividends in such amounts and at such times as may be declared by the Board of
Directors out of funds legally available therefor.
PREFERRED STOCK
The Board of Directors of the Company is empowered, without approval
of the stockholders, to cause shares of Preferred Stock to be issued in one or
more series, with the numbers of shares of each series to be determined by it.
The Board of Directors is authorized to fix and determine the powers,
designations, preferences and relative, participating, optional or other rights
(including, without limitation, voting powers, full or limited, preferential
rights to receive dividends or assets upon liquidation, rights of conversion or
exchange into Common Stock Preferred Stock of any Series or other securities,
redemption provisions and sinking fund provisions) between series and between
the Preferred Stock or any series thereof and the Common Stock, and the
qualifications, limitations or restrictions of such rights.
Although the Company has no present intention to issue shares of
Preferred Stock, the issuance of shares of Preferred Stock, or the issuance of
rights to purchase such shares, could be used to discourage an unsolicited
acquisition proposal. For instance, the issuance of a series of Preferred Stock
might impede a business combination by including class voting rights that would
enable the holders to block such a transaction; or such issuance might
facilitate a business combination by including voting rights that would provide
a required percentage vote of the stockholders. In addition, under certain
circumstances, the issuance of Preferred Stock could adversely affect the voting
power of the holders of the Common Stock. Although the Board of Directors is
required to make any determination to issue such stock based on its judgment as
to the best interests of the stockholders of the Company, the Board of Directors
could act in a manner that would discourage an acquisition attempt or other
transaction that some or even a majority of the stockholders might believe to be
in their best interests or in which stockholders might receive a
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premium for their stock over the then market price of such stock. The Board of
Directors does not at present intend to seek stockholder approval prior to any
issuance of currently authorized stock, unless otherwise required by law or the
rules of any market on which the Company's securities are traded.
For purposes of the Rights Agreement described below, the Company
Board has authorized the creation of a series of Preferred Stock designated as
"Series A Junior Participating Preferred Stock" (the "Series A Preferred
Stock"). An aggregate of 500,000 shares of Preferred Stock have been reserved
for issuance as Series A Preferred Stock. Series A Preferred Stock will rank
junior to all other series of Preferred Stock that have been or may be
established by the Company Board with respect to the payment of dividends and
the distribution of assets upon liquidation. In general, the voting, dividend
and liquidation rights of Series A Preferred Stock are designed in such a way
that one one-hundredth of a shares of Series A Preferred Stock will be
substantially equivalent from an economic point of view to one share of Common
Stock. For a statement of the rights and privileges of Series A Preferred
Stock, reference is made to the form of Certificate of Designations which is
included as an exhibit to this Registration Statement.
STOCKHOLDER RIGHTS PLAN
Each share of Common Stock offered hereby includes one right ("Right")
to purchase from the Company a unit consisting of one one-hundredth of a share
(a "Fractional Share") of Series A Preferred Stock at a specified purchase price
per Fractional Share, subject to adjustment in certain events (the "Purchase
Price"). The following summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement
between the Company and a Rights Agent (the "Rights Agreement"), the form of
which is filed as an exhibit to the Registration Statement of which this
Prospectus is a part and is incorporated herein by reference.
Initially, the Rights will attach to all certificates representing
outstanding shares of Common Stock, including the shares of Common Stock offered
hereby, and no separate certificates for the Rights ("Rights Certificates") will
be distributed. The Rights will separate from the Common Stock and a
"Distribution Date" will, with certain exceptions, occur upon the earlier of (i)
10 days following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the right
to acquire, beneficial ownership of 15% or more of the outstanding shares of
Common Stock (the date of the announcement being the "Stock Acquisition Date")
or (ii) 10 business days following the commencement of a tender offer or
exchange offer that would result in a person's becoming an Acquiring Person.
Larry E. Reimert, Gary D. Smith, J. Mike Walker, Reimert Family Partners, Ltd.
and Four Smith's Company, Ltd. (the "Major Stockholders"), each of whom will
both prior to and, immediately after consummation of the Offering be the
beneficial owner of more than 15% of the outstanding shares of Common Stock,
will not be deemed to be an Acquiring Person as a result of such ownership
position or any subsequent increase in ownership position. Additionally, a
transferee of Common Stock (an "Individual Major Stockholder Transferee") owned
by Larry E. Reimert, Gary D. Smith, or J. Mike
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Walker (the "Individual Major Stockholders") who as a result of such transfer
becomes the beneficial owner of 15% or more of the outstanding Common Stock will
not be deemed to be an Acquiring Person if (a) such transferee receives such
Common Stock directly from an Individual Major Stockholder by will or intestate
succession or (b) such transfer is made (i) directly from an Individual Major
Stockholder to a spouse, sibling or lineal descendant of an Individual Major
Stockholder or (ii) directly from an Individual Major Stockholder or from a
person that is otherwise an Individual Major Stockholder Transferee to a trust,
family partnership or similar family-related or family-controlled entity for
estate planning purposes, all of the interests of which are owned by an
Individual Major Stockholder, a spouse, sibling or lineal descendant of an
Individual Major Stockholder or lineal descendant of a spouse of an Individual
Major Stockholder or any distributees under the will of any of the foregoing
persons, successors of such persons by intestate succession or trusts for the
benefit of any of the foregoing persons (an "Estate Planning Vehicle"), unless
and until such Individual Major Stockholder Transferee, together with his
affiliates and associates, becomes the beneficial owner of additional shares of
Common Stock constituting 1% or more of the then-outstanding shares of Common
Stock or any other person who is the beneficial owner of at least 1% of the
then-outstanding shares of Common Stock becomes an affiliate or associate of
such Individual Major Stockholder Transferee. Reimert Family Partners, Ltd.
shall cease to be a Major Stockholder at such time as all of the interests in
such partnership are not owned by Larry E. Reimert, his spouse, siblings, lineal
descendants, lineal descendants of his spouse, any distributees under the will
of any of the foregoing persons, successors of such persons by intestate
succession, trusts for the benefit of any of the foregoing persons and Wave
Enterprises, Inc. Four Smith's Company, Ltd. shall cease to be a Major
Stockholder at such time as all of the interests in such partnership are not
owned by Gary D. Smith, his spouse, siblings, lineal descendants, lineal
descendants of his spouse, any distributees under the will of any of the
foregoing persons, successors of such persons by intestate succession, and
trusts for the benefit of any of the foregoing persons. An Estate Planning
Vehicle shall cease to be an Individual Major Stockholder Transferee at such
time as all of the interests therein cease to be owned by an Individual Major
Stockholder, a spouse, sibling or lineal descendant of an Individual Major
Stockholder or a lineal descendant of a spouse of an Individual Major
Stockholder or any distributees under the will of any of the foregoing persons,
successors of such persons by intestate succession or trusts for the benefit of
any of the foregoing persons. In certain circumstances the Distribution Date may
be deferred by the Board of Directors. Certain inadvertent acquisitions will not
result in a person's becoming an Acquiring Person if the person promptly divests
itself of sufficient Common Stock. Until the Distribution Date, (a) the Rights
will be evidenced by the Common Stock certificates and will be transferred with
and only with those certificates, (b) Common Stock certificates will contain a
notation incorporating the Rights Agreement by reference and (c) the surrender
for transfer of any certificate for Common Stock also will constitute the
transfer of the Rights associated with the stock represented by such
certificate.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on the date that is the tenth anniversary of the
adoption of the Rights Plan, unless earlier redeemed or exchanged by the Company
as described below.
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As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of Common Stock as of the close
of business on the Distribution Date and, from and after the Distribution Date,
the separate Rights Certificates alone will represent the Rights. All shares of
Common Stock issued prior to the Distribution Date will be issued with Rights.
Shares of Common Stock issued after the Distribution Date in connection with
certain employee benefit plans or upon conversion of certain securities will be
issued with Rights. Except as otherwise determined by the Board of Directors,
no other shares of Common Stock issued after the Distribution Date will be
issued with Rights.
In the event (a "Flip-In Event") that a person becomes an Acquiring
Person (except pursuant to a tender or exchange offer for all outstanding shares
of Common Stock at a price and on terms that a majority of the directors of the
Company who are unaffiliated with an Acquiring Person or Offeror determines to
be fair to and otherwise in the best interests of the Company and its
stockholders (a "Permitted Offer")), each holder of a Right will thereafter have
the right to receive, upon exercise of such Right, a number of shares of Common
Stock (or, in certain circumstances, cash, property or other securities of the
Company) having a Current Market Price (as defined in the Rights Agreement)
equal to two times the exercise price of the Right. Notwithstanding the
foregoing, following the occurrence of any Triggering Event (as defined below),
all Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by or transferred to an Acquiring Person (or
by certain related parties) will be null and void in the circumstances set forth
in the Rights Agreement. Rights are not exercisable following the occurrence of
any Flip-In Event until such time as the Rights are no longer redeemable by the
Company as set forth below.
In the event (a "Flip-Over Event") that, at any time from and after
the time an Acquiring Person becomes such, (i) the Company is acquired in a
merger or other business combination transaction (other than certain mergers
that follow a Permitted Offer) or (ii) 50% or more of the Company's assets or
earning power is sold or transferred, each holder of a Right (except Rights that
are voided as set forth above) shall thereafter have the right to receive, upon
exercise, a number of shares of common stock of the acquiring company having a
Current Market Price equal to two times the exercise price of the Right. Flip-
In Events and Flip-Over Events are collectively referred to as "Triggering
Events."
The number of outstanding Rights associated with a share of Common
Stock, or the number of Fractional Shares of Preferred Stock issuable upon
exercise of a Right and the Purchase Price, are subject to adjustment in the
event of a stock dividend on, or a subdivision, combination or reclassification
of, the Common Stock occurring prior to the Distribution Date. The Purchase
Price payable, and the number of Fractional Shares of Preferred Stock or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution in the event of certain
transactions affecting the Preferred Stock.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional shares of
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Series A Preferred Stock that are not integral multiples of a Fractional Share
are required to be issued and, in lieu thereof, an adjustment in cash may be
made based on the market price of the Series A Preferred Stock on the last
trading date prior to the date of exercise. Pursuant to the Rights Agreement,
the Company reserves the right to require prior to the occurrence of a
Triggering Event that, upon any exercise of Rights, a number of Rights be
exercised so that only whole shares of Series A Preferred Stock will be issued.
At any time until 10 days following the first date of public
announcement of the occurrence of a Flip-In Event, the Company may redeem the
Rights in whole, but not in part, at a price of $.01 per Right, payable, at the
option of the Company, in cash, shares of the Common Stock or such other
consideration as the Board of Directors of the Company may determine.
Immediately upon the effectiveness of the action of the Board of Directors
ordering redemption of the Rights, the Rights will terminate and the only right
of the holders of Rights will be to receive the $.01 redemption price.
At any time after the occurrence of a Flip-In Event and prior to a
person's becoming the beneficial owner of 50% or more of the shares of Common
Stock then outstanding or the occurrence of a Flip-Over Event, the Company may,
at its option, exchange the Rights (other than Rights owned by an Acquiring
Person or an affiliate or an associate of an Acquiring Person, which will have
become void), in whole or in part, at an exchange ratio of one share of Common
Stock, and/or other equity securities deemed to have the same value as one share
of Common Stock, per Right, subject to adjustment.
Other than the redemption price, any of the provisions of the Rights
Agreement may be amended by the Board of Directors as long as the Rights are
redeemable. Thereafter, the provisions of the Rights Agreement other than the
redemption price may be amended by the Board of Directors in order to cure any
ambiguity, defect or inconsistency, to make changes that do not materially
adversely affect the interests of holders of Rights (excluding the interests of
any Acquiring Person), or to shorten or lengthen any time period under the
Rights Agreement; provided, however, that no amendment to lengthen the time
period governing redemption shall be made at such time as the Rights are not
redeemable. Until a Right is exercised, the holder thereof, as such, will have
no rights to vote or to receive dividends or any other rights as a stockholder
of the Company.
The Rights will have certain antitakeover effects. They will cause
substantial dilution to any person or group that attempts to acquire the Company
without the approval of the Company's Board of Directors. As a result, the
overall effect of the Rights may be to render more difficult or discourage any
attempt to acquire the Company, even if such acquisition may be favorable to the
interests of the Company's stockholders. Because the Board of Directors can
redeem the Rights or approve a Permitted Offer, the Rights should not interfere
with a merger or other business combination approved by the Board. The Rights
are being issued to protect the Company's stockholders from coercive or abusive
takeover tactics and to afford the Company's Board of Directors more negotiating
leverage in dealing with prospective acquirers.
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OTHER MATTERS
Delaware law authorizes corporations to limit or eliminate the
personal liability of directors to corporations and their stockholders for
monetary damages for breach of directors' fiduciary duty of care. The duty of
care requires that, when acting on behalf of the corporation, directors must
exercise an informed business judgment based on all material information
reasonably available to them. Absent the limitations authorized by Delaware
law, directors are accountable to corporations and their stockholders for
monetary damages for conduct constituting gross negligence in the exercise of
their duty of care. Delaware law enables corporations to limit available relief
to equitable remedies such as injunction or rescission. The Certificate of
Incorporation limits the liability of directors of the Company to the Company or
its stockholders to the fullest extent permitted by Delaware law. Specifically,
directors of the Company will not be personally liable for monetary damages for
breach of a director's fiduciary duty as a director, except for liability (i)
for any breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for unlawful
payments of dividends or unlawful stock repurchases or redemptions as provided
in Section 174 of the Delaware General Corporation Law or (iv) for any
transaction from which the director derived an improper personal benefit.
The inclusion of this provision in the Certificate of Incorporation
may have the effect of reducing the likelihood of derivative litigation against
directors, and may discourage or deter stockholders or management from bringing
a lawsuit against directors for breach of their duty of care, even though such
an action, if successful, might otherwise have benefited the Company and its
stockholders. The Company's Bylaws provide indemnification to the Company's
officers and directors and certain other persons with respect to certain
matters, and the Company has entered into agreements with each of its directors
providing for indemnification with respect to certain matters.
The Certificate of Incorporation provides that stockholders may act
only at an annual or special meeting of stockholders and may not act by written
consent. The Bylaws provide that special meetings of the stockholders can be
called only by any Chairman of the Board, the President or a majority of the
Board of Directors of the Company.
Pursuant to the Certificate of Incorporation, certain transactions
involving, among other persons, any person who is a beneficial owner of 10% or
more of the aggregate voting power of all outstanding stock of the Company (a
"related person") require the affirmative vote of the holders of both (i) at
least 80% of the outstanding voting stock and (ii) at least 66 2/3 % of the
outstanding voting stock not beneficially owned by the related person.
Transactions subject to such approval include certain mergers or consolidations
of the Company or sales or transfers of assets and properties having an
aggregate fair market value of $10 million or more. Notwithstanding the
foregoing, the Certificate of Incorporation provides that none of the Major
Stockholders shall be a related person. Additionally, an Individual Major
Stockholder Transferee who as a result of such transfer becomes the beneficial
owner of 10% or more of the outstanding Common Stock will not be deemed to be a
related person if (a) such transferee receives such Common Stock directly from
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an Individual Major Stockholder by will or intestate succession or (b) such
transfer is made (i) directly from an Individual Major Stockholder to a spouse,
sibling or lineal descendant of an Individual Major Stockholder or (ii) directly
from an Individual Major Stockholder or from a person that is otherwise an
Individual Major Stockholder Transferee to an Estate Planning Vehicle, unless
and until such Individual Major Stockholder Transferee, together with his
affiliates and associates, becomes the beneficial owner of additional shares of
Common Stock constituting 1% or more of the then-outstanding shares of Common
Stock or any other person who is the beneficial owner of at least 1% of the
then-outstanding shares of Common Stock becomes an affiliate or associate of
such Individual Major Stockholder Transferee. Reimert Family Partners, Ltd.
shall cease to be a Major Stockholder at such time as all of the interests in
such partnership are not owned by Larry E. Reimert, his spouse, siblings, lineal
descendants, lineal descendants of his spouse, any distributees under the will
of any of the foregoing persons, successors of such persons by intestate
succession, trusts for the benefit of any of the foregoing persons and Wave
Enterprises, Inc. Four Smith's Company, Ltd. shall cease to be a Major
Stockholder at such time as all of the interests in such partnership are not
owned by Gary D. Smith, his spouse, siblings, lineal descendants, lineal
descendants of his spouse, any distributees under the will of any of the
foregoing persons, successors of such persons by intestate succession, and
trusts for the benefit of any of the foregoing persons. An Estate Planning
Vehicle shall cease to be an Individual Major Stockholder Transferee at such
time as all of the interests therein cease to be owned by an Individual Major
Stockholder, a spouse, sibling or lineal descendant of an Individual Major
Stockholder or a lineal descendant of a spouse of an Individual Major
Stockholder or any distributees under the will of any of the foregoing persons,
successors of such persons by intestate succession or trusts for the benefit of
any of the foregoing persons.
The Certificate of Incorporation provides that the Board of Directors
shall consist of three classes of directors serving for staggered three-year
terms. As a result, approximately one-third of the Company's Board of Directors
will be elected each year. The classified board provision could prevent a party
who acquires control of a majority of the outstanding voting stock of the
Company from obtaining control of the Board of Directors until the second annual
stockholders' meeting following the date the acquiror obtains the controlling
interest.
The Certificate of Incorporation provides that the number of directors
will be no greater than 12 and no less than 3. The Certificate of Incorporation
further provides that directors may be removed only for cause (as defined in the
Certificate of Incorporation), and then only by the affirmative vote of the
holders of at least a majority of all outstanding voting stock entitled to vote.
This provision, in conjunction with the provisions of the Certificate of
Incorporation authorizing the Board of Directors to fill vacant directorships,
will prevent stockholders from removing incumbent directors without cause and
filling the resulting vacancies with their own nominees. In addition, the
Bylaws provide that the Compensation Committee will consist solely of members
who are not employees of the Company and the Audit Committee will include at
least a majority of members who are not employees of the Company.
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The Company is a Delaware corporation and is subject to Section 203 of
the Delaware General Corporation Law. In general, Section 203 prevents an
"interested stockholder" (defined generally as a person owning 15% or more of a
corporation's outstanding voting stock) from engaging in a "business
combination" (as defined) with a Delaware corporation for three years following
the date such person became an interested stockholder unless (i) before such
person became an interested stockholder, the board of directors of the
corporation approved the transaction in which the interested stockholder became
an interested stockholder or approved the business combination, (ii) upon
consummation of the transaction that resulted in the interested stockholder
becoming an interested stockholder, the interested stockholder owned at least
85% of the voting stock of the corporation outstanding at the time the
transaction commenced (excluding stock held by directors who are also officers
of the corporation and by employee stock plans that do not provide employees
with the right to determine confidentially whether shares held subject to the
plan will be tendered in a tender or exchange offer) or (iii) following the
transaction in which such person became an interested stockholder, the business
combination was approved by the board of directors of the corporation and
authorized at a meeting of stockholders by the affirmative vote of the holders
of two-thirds of the outstanding voting stock of the corporation not owned by
the interested stockholder. Under Section 203, the restrictions described above
also do not apply to certain business combinations proposed by an interested
stockholder following the announcement or notification of one of certain
extraordinary transactions involving the corporation and a person who had not
been an interested stockholder during the previous three years or who became an
interested stockholder with the approval of a majority of the corporation's
directors, if such extraordinary transaction is approved or not opposed by a
majority of the directors who were directors prior to any person becoming an
interested stockholder during the previous three years or were recommended for
election or elected to succeed such directors by a majority of such directors.
STOCKHOLDER PROPOSALS
The Company's Bylaws contain provisions requiring that advance notice
be delivered to the Company of any business to be brought by a stockholder
before an annual meeting of stockholders, and providing for certain procedures
to be followed by stockholders in nominating persons for election to the Board
of Directors of the Company. Generally, such advance notice provisions provide
that written notice must be given to the Secretary of the Company by a
stockholder (i) in the event of business to be brought by a stockholder before
an annual meeting, not less than 90 days prior to the anniversary date of the
immediately preceding annual meeting of stockholders of the Company (with
certain exceptions if the date of the annual meeting is different by more than
specified amounts from the anniversary date) and (ii) in the event of
nominations of persons for election to the Board of Directors by any
stockholder, (a) with respect to an election to be held at the annual meeting of
stockholders, not less than 90 days prior to the anniversary date of the
immediately preceding annual meeting of stockholders of the Company (with
certain exceptions if the date of the annual meeting is different by more than
specified amounts from the anniversary date) and (b) with respect to an election
to be held at a special meeting of stockholders for the election of directors,
not later than the close of business on the tenth day following the day on which
notice of the date of the special meeting was mailed to stockholders or public
disclosure of the date
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of the special meeting was made, whichever first occurs. Such notice must set
forth specific information regarding such stockholder and such business or
director nominee, as described in the Company's Bylaws.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Common Stock is ChaseMellon
Shareholder Services, L.L.C.
ITEM 2. EXHIBITS
No exhibits are filed as part of this Registration Statement on Form
8-A.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
DRIL-QUIP, INC.
Date: September 19, 1997 By: /s/ Larry E. Reimert
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