<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 22, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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DRIL-QUIP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 3533 74-2162088
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
INCORPORATION OR
ORGANIZATION)
13550 HEMPSTEAD HIGHWAY
HOUSTON, TEXAS 77040
(713) 939-7711
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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LARRY E. REIMERT
13550 HEMPSTEAD HIGHWAY
HOUSTON, TEXAS 77040
(713) 939-7711
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
WALTER J. SMITH THOMAS P. MASON
BAKER & BOTTS, L.L.P. ANDREWS & KURTH L.L.P.
3000 ONE SHELL PLAZA 4200 TEXAS COMMERCE TOWER
910 LOUISIANA HOUSTON, TEXAS 77002
HOUSTON, TEXAS 77002-4995 (713) 220-4200
(713) 229-1234
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
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If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-33447
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF PROPOSED MAXIMUM AGGREGATE
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE OFFERING AMOUNT OF
REGISTERED REGISTERED(1) PER SHARE(1) PRICE(2)(3) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 per share (4).... -- -- $11,500,000 $3,485
</TABLE>
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(1) In accordance with Rule 457(o) under the Securities Act of 1933, as
amended, the number of shares being registered and the proposed maximum
offering price per share are not included in this table.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) Includes shares of Common Stock issuable upon exercise of the
Underwriters' over-allotment option.
(4) Includes associated rights to purchase preferred stock.
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<PAGE>
This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The contents of the Registration Statement
on Form S-1 (Registration No. 333-33447) filed by Dril-Quip, Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission on
August 12, 1997, amended by Amendment No. 1 thereto filed on September 19,
1997, Amendment No. 2 thereto filed on September 30, 1997 and Amendment No. 3
thereto filed on October 17, 1997, are incorporated herein by reference. Filed
as exhibits hereto are the following opinions and consents:
<TABLE>
<C> <S>
5 --Opinion of Baker & Botts, L.L.P.
23.1 --Consent of Ernst & Young LLP.
23.2 --Consent of James M. Alexander.
23.3 --Consent of Baker & Botts, L.L.P. (included in Exhibit 5).
*24 --Powers of Attorney.
</TABLE>
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* Incorporated by reference from the Registrant's Registration Statement on
Form S-1, as amended (Reg. No. 333-33447)
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS TO REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY
THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF HOUSTON, STATE OF
TEXAS, ON THE 22ND DAY OF OCTOBER, 1997.
DRIL-QUIP, INC.
/s/ J. Mike Walker
By __________________________________
J. Mike Walker
Co-Chairman of the Board
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON OCTOBER 22, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ Larry E. Reimert Director and Co-Chairman of the Board
____________________________________ (Co-Principal Executive Officer and
Larry E. Reimert Principal Financial Officer)
/s/ Gary D. Smith Director and Co-Chairman of the Board
____________________________________ (Co-Principal Executive Officer)
Gary D. Smith
/s/ J. Mike Walker Director and Co-Chairman of the Board
____________________________________ (Co-Principal Executive Officer)
J. Mike Walker
/s/ Jerry Brooks Chief Accounting Officer
____________________________________ (Principal Accounting Officer)
Jerry M. Brooks
* Director
____________________________________
Gary W. Loveless
</TABLE>
/s/ J. Mike Walker
*By ___________________________
J. Mike Walker
(Attorney-In-Fact)
<PAGE>
EXHIBIT 5
BAKER & BOTTS
AUSTIN L.L.P.
DALLAS ONE SHELL PLAZA
MOSCOW 910 LOUISIANA TELEPHONE: (713) 229-1234
NEW YORK HOUSTON, TEXAS 77002-4995 FACSIMILE: (713) 229-1522
WASHINGTON, D.C.
063827.0101 October 22, 1997
Dril-Quip, Inc.
13550 Hempstead Highway
Houston, Texas 77040
Gentlemen:
As set forth in the Registration Statement on Form S-1 (the "462(b)
Registration Statement"), filed by Dril-Quip, Inc., a Delaware corporation (the
"Company"), with the Securities and Exchange Commission under Rule 462(b) of the
Securities Act of 1933, as amended (the "Securities Act") and the Registration
Statement on Form S-1 (Registration No. 333-33447) filed by the Company with the
Securities and Exchange Commission under the Securities Act (the "Original
Registration Statement" and, together with the Rule 462(b) Registration
Statement, the "Registration Statement"), relating to the Company's common
stock, par value $.01 per share (the "Common Stock"), certain legal matters in
connection with the Common Stock are being passed upon for the Company by us.
The Registration Statement relates to the offering of an aggregate of 5,000,000
shares of Common Stock (the "Shares"), consisting of 2,500,000 Shares to be
issued and sold by the Company and 2,500,000 Shares to be sold by the Selling
Stockholders identified in the Registration Statement (the "Selling
Stockholders"), together with up to 750,000 shares of the Common Stock (the
"Additional Shares"), consisting of 375,000 Additional Shares that may be issued
and sold by the Company and 375,000 Additional Shares that may be sold by the
Selling Stockholders pursuant to the underwriters' over-allotment option as
described in the Registration Statement. At your request, this opinion is being
furnished to you for filing as Exhibit 5.1 to the Registration Statement.
We understand that the Shares and any Additional Shares are to be sold
pursuant to the terms of an Underwriting Agreement (the "Underwriting
Agreement") in substantially the form to be filed as Exhibit 1.1 to the
Registration Statement.
In our capacity as your counsel in the connection referred to above,
we have examined the Certificate of Incorporation and the Bylaws of the Company,
each as amended to date, the originals, or copies certified or otherwise
identified, of corporate records of the Company, including minute books of the
Company as furnished to us by the Company, certificates of public officials and
of representatives of the Company, statutes and other instruments and documents
as a basis for the opinions hereinafter expressed. In giving such opinions, we
have relied upon
<PAGE>
BAKER & BOTTS
L.L.P.
-2- October 22, 1997
certificates of officers of the Company with respect to the accuracy of the
material factual matters contained in such certificates.
On the basis of the foregoing, and subject to the assumptions,
limitations and qualifications set forth herein, we are of the opinion that:
1. The Company is a corporation duly incorporated and validly
existing under the laws of the State of Delaware.
2. When offered as described in the Registration Statement, and upon
the sale of the Shares and any Additional Shares in accordance with the
terms and provisions of the Underwriting Agreement and as described in the
Registration Statement, the Shares and any Additional Shares will be duly
authorized by all necessary corporate action on the part of the Company,
validly issued, fully paid and nonassessable.
3. The Shares and the Additional Shares to be sold by the Selling
Stockholders have been duly authorized and are validly issued, fully paid
and nonassessable.
The opinions set forth above are limited in all respects to the laws
of the State of Texas, the General Corporation Law of the State of Delaware and
the federal securities laws, each as in effect on the date hereof.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to us under "Legal Matters" in the
prospectus forming a part of the Registration Statement.
Very truly yours,
BAKER & BOTTS, L.L.P.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
filed pursuant to Rule 462(b) of our report dated April 3, 1997 (except Note
11, as to which the date is October 16, 1997), included in the Registration
Statement (Form S-1) and related Prospectus of Dril-Quip, Inc. dated October
22, 1997 and the reference to our firm under the caption "Experts" therein.
Ernst & Young LLP
Houston, Texas
October 22, 1997
<PAGE>
EXHIBIT 23.2
CONSENT OF PERSON NAMED TO BECOME A DIRECTOR
Pursuant to Rule 438 under the Securities Act of 1933, as amended (the
"Act"), I hereby consent to the use of my name and any references to me as a
person nominated to become a director of Dril-Quip, Inc., a Delaware corporation
(the "Company"), in the Prospectus constituting a part of the Registration
Statement on Form S-1 which has been filed by the Company pursuant to Rule
462(b) with the Securities and Exchange Commission pursuant to the Act.
Dated: October 22, 1997
JAMES M. ALEXANDER
