<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 4, 1999
REGISTRATION NO. 333-_______
================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------
SMITH INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-3822631
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
16740 HARDY STREET
P.O. BOX 60068
HOUSTON, TEXAS 77205
(281) 443-3370
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
---------------
NEAL S. SUTTON
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
SMITH INTERNATIONAL, INC.
16740 HARDY STREET
P.O. BOX 60068
HOUSTON, TEXAS 77205
(281) 233-5060
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------
Copies to:
ERIC A. BLUMROSEN
GARDERE WYNNE SEWELL & RIGGS, L.L.P.
1000 LOUISIANA, SUITE 3400
HOUSTON, TEXAS 77002
(713) 276-5533
---------------
<TABLE>
<S> <C>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE PUBLIC: From time to time after the effective
date of this registration statement until such time that all of the shares registered hereunder have been sold.
If the only securities being registered on this form are being offered pursuant to dividend or interest
reinvestment plans, please check the following box: [ ]
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, other than securities offered only in connection with
dividend or interest investment plans, check the following box: [X]
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 number of the earlier effective
registration statement for the same offering. [ ]
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 offering. [ ]
If the delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: [ ]
</TABLE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================== ===================== =================== ===================== =================
Proposed Proposed
Maximum Maximum
Title of Shares Amount to be Offering Price Aggregate Amount of
to be Registered Registered Per Share(1) Offering Price(1) Registration Fee
- ------------------------------------ --------------------- ------------------- --------------------- -----------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value....... 548,527 $41.625 $22,832,436.38 $6,347
==================================== ===================== =================== ===================== =================
1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c) of the
Securities Act of 1933, as amended, based upon the average of the high and low sales price for the Common Stock
as quoted on the New York Stock Exchange for June 1, 1999.
</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT SAID SECTION 8(a), MAY DETERMINE.
<PAGE> 2
SUBJECT TO COMPLETION, DATED JUNE 4, 1999
PROSPECTUS
548,527 Shares
Smith International, Inc.
Common Stock
The selling stockholder, who acquired shares of our common stock in
connection with our acquisition of certain oilfield supply and distribution
operations on May 28, 1999, may use this prospectus to sell up to 548,527
shares of our common stock. We will not receive any of the proceeds from the
sale(s).
The address of our principal executive office is 16740 Hardy Street,
Houston, Texas 77032, and our telephone number is (281) 443-3370.
-----------------
YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE 3 OF
THIS PROSPECTUS.
-----------------
Our common stock is listed on the New York Stock Exchange and the
Pacific Stock Exchange under the trading symbol "SII."
-----------------
The selling stockholder is offering the shares of common stock at the
market price or at other prices as described in the "Plan of Distribution"
section of this prospectus. On June 1, 1999, the closing price of our common
stock on the New York Stock Exchange was $42.50 per share.
-----------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-----------------
The information in this prospectus is not complete and may be changed.
The selling stockholder may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
THE DATE OF THIS PROSPECTUS IS JUNE , 1999
<PAGE> 3
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN OR INCORPORATED BY
REFERENCE INTO THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU
WITH INFORMATION DIFFERENT FROM THAT CONTAINED IN THIS PROSPECTUS. THE SELLING
STOCKHOLDER IS OFFERING TO SELL SHARES OF COMMON STOCK AND SEEKING OFFERS TO BUY
SHARES OF COMMON STOCK ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE
PERMITTED.
---------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Risk Factors...................................................................3
Where You Can Find More Information............................................4
Forward-Looking Statements.....................................................5
The Company....................................................................6
Recent Developments............................................................6
Use of Proceeds................................................................7
Selling Stockholder............................................................7
Plan of Distribution...........................................................7
Legal Matters..................................................................9
Experts........................................................................9
</TABLE>
2
<PAGE> 4
RISK FACTORS
You should carefully consider, in addition to the other information
contained in, or incorporated by reference into, this prospectus and any
accompanying prospectus supplement, the risks described below before making an
investment decision.
Volatility of the oilfield services industry could affect our revenues
and earnings. Demand for our products and services and, ultimately, our
financial results are dependent upon the level of rigs drilling for oil and gas.
The price of oil and gas and price expectations, which have historically
fluctuated within a wide range, are the primary influences on worldwide drilling
activity levels. In addition to energy prices, the following factors affect
drilling activity and may lead to significant changes in worldwide activity
levels:
o Overall level of global economic growth and activity;
o Actual and perceived changes in the supply and demand for oil
and natural gas;
o Political stability of oil-producing countries;
o Finding and development costs of operators; and
o Decline and depletion rates for oil and gas wells.
Generally, you can expect lower activity levels to negatively impact demand
throughout the oilfield services industry, including demand for our products. In
such a case, you should expect our revenues and earnings to be adversely
affected.
Intense competition in the oil and gas industry could affect our
results of operations. Competition in the oilfield service segment of the oil
and gas industry is intense and, in certain markets, is dominated by a small
number of large competitors, some of which have greater financial and other
resources than us.
On a historical basis, the market price of our common stock has
fluctuated widely. News announcements, changes in commodity prices and changes
in the supply and demand for oil and natural gas have affected, and will
continue to affect, the price volatility of our common stock.
The anti-takeover provisions of our certificate of incorporation and
our bylaws could affect our ability to consummate some reorganization
transactions. Our restated certificate of incorporation and our bylaws and the
adoption by our Board of Directors of a stockholder rights plan could have the
effect of making it more difficult for a third party to acquire, or discouraging
a third party from acquiring, a majority of our outstanding capital stock and
could make it more difficult to consummate certain types of transactions
involving an actual or potential change in control, such as a merger, tender
offer or proxy contest.
3
<PAGE> 5
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and periodic special reports, proxy
statements and other information with the SEC. You may read and copy any
document we file at the SEC's public reference rooms in Washington, D.C., New
York, New York and Chicago, Illinois. Please call the SEC at 1-800-732-0330 for
further information on the public reference rooms. Our SEC filings are also
available to the public from the SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information that we
file with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus and any supplements to this prospectus.
The information filed by us with the SEC in the future will update and supersede
all or some of the information that we have included in this prospectus. We
incorporate by reference the documents listed below and any future filings made
by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 until our offering is completed. This prospectus is part of
a registration statement filed with the SEC.
o Annual Report on Form 10-K for the year ended December 31,
1998.
o Quarterly Report on Form 10-Q for the quarter ended March 31,
1999.
o Current Reports on Form 8-K dated January 8, 1999, February 5,
1999 and April 28, 1999.
o The description of our common stock contained in our
Registration Statement on Form 8-A, as filed with the SEC on
May 20, 1959.
We will provide you with a copy of these filings at no cost. You may
request them by writing or telephoning us at the following address:
Smith International, Inc.
Investor Relations
16740 Hardy Street
P.O. Box 60068
Houston, Texas 77205
(281) 433-3370
4
<PAGE> 6
FORWARD-LOOKING STATEMENTS
This prospectus includes and incorporates by reference forward-looking
statements within the meaning of the Securities Act and the Securities Exchange
Act. These statements relate to analyses and other information which are based
on forecasts of future results and estimates of amounts not yet determinable.
These statements also relate to our future prospects, developments and business
strategies.
These forward-looking statements are identified by their use of terms
and phrases such as "anticipate," "believe," "could," "estimate," "expect,"
"intend," "may," "plan," "predict," "project," "will" and similar terms and
phrases, including references to assumptions. These statements are contained in
this prospectus and in the documents incorporated by reference in this
prospectus.
These forward-looking statements involve risks and uncertainties that
may cause our actual future activities and results of operations to be
materially different from those suggested or described in this prospectus.
Our risks are more specifically described in our Annual Report on Form
10-K, Quarterly Report on Form 10-Q, which are incorporated by reference in this
prospectus, as well as all future filings made by us with the SEC under the
Securities Exchange Act. If one or more of these risks or uncertainties
materialize, or if underlying assumptions prove incorrect, our actual results
may vary materially from those expected, estimated or projected.
5
<PAGE> 7
THE COMPANY
We are a leading worldwide supplier of premium products and services to
the oil and gas exploration and production industry. We provide a comprehensive
line of technologically-advanced products and engineering services, including
the following:
o drilling and completion fluid systems;
o solids control equipment;
o waste management services;
o three-cone drill bits;
o diamond drill bits;
o fishing services;
o drilling tools;
o underreamers;
o sidetracking systems;
o packers; and
o liner hangers.
We also operate an extensive network of supply branches through which
we market pipe, valves, fittings and other capital and expendable maintenance
products.
We operate through five business units, which provide products and
services throughout the world. Our business units include:
o M-I Fluids, which provides drilling and completion fluid
systems and services;
o M-I SWACO, which manufactures and markets equipment and
services for solids control, pressure control, rig
instrumentation and waste management;
o Smith Bits, which manufactures and sells three-cone and
diamond drill bits;
o Smith Drilling & Completions, which manufactures and markets
products and services used in drilling, workover, well
completion and well re-entry operations; and
o Wilson Supply, which markets pipe, valves, fittings and other
capital and expendable maintenance products through a network
of U.S. supply branches and through its majority ownership
interest in CE Franklin Ltd., a Canadian oilfield supply and
distribution operation.
We were incorporated in the State of California in January 1937 and
reincorporated under Delaware law in May 1983. Our executive offices are located
at 16740 Hardy Street, Houston, Texas 77032 (telephone number 281/443-3370).
RECENT DEVELOPMENTS
On May 28, 1999, we acquired the majority of the oilfield supply and
distribution operations of the selling stockholder as well as its 52 percent
ownership interest in CE Franklin Ltd., a Canadian public company engaged in the
supply and distribution of materials to the oil and gas industry in Canada. Both
are being combined with the existing Wilson Supply business operations.
6
<PAGE> 8
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares of
common stock by the selling stockholder.
SELLING STOCKHOLDER
This prospectus relates to the sale by the selling stockholder named
below from time to time of up to 548,527 shares of common stock. We originally
issued the shares of common stock to the selling stockholder on May 28, 1999 in
connection with our acquisition of certain oilfield supply and distribution
operations under the terms of a purchase and sale agreement among the selling
stockholder, CE Distribution Services, Inc., Wilson Industries, Inc. and us. We
are registering the shares of common stock in accordance with the terms of the
purchase and sale agreement. Except as described in this prospectus, we are
unaware of any material relationship between us and the selling stockholder
within the past three years other than as a result of the ownership of shares of
our common stock or other securities and our acquisition of assets of the
selling stockholder.
The following table provides information regarding the number of shares
of common stock currently owned, offered under this prospectus and to be owned
by the selling stockholder after this offering assuming all offered shares are
sold in this offering.
<TABLE>
<CAPTION>
Number of
Shares Shares Beneficially
Beneficially Shares Owned After the
Owned Offered Offering
Before the Under this ---------------------
Selling Stockholder Offering Prospectus Number Percent
- ------------------- ---------- ---------- ------ -------
<S> <C> <C> <C> <C>
CONEMSCO, Inc..................... 548,527 548,527 -0- -0-
</TABLE>
PLAN OF DISTRIBUTION
We are registering the shares on behalf of the selling stockholder. As
used in this prospectus, "selling stockholder" includes donees and pledgees
selling shares received from the selling stockholder after the date of this
prospectus. We will pay all costs, expenses and fees in connection with the
registration of the shares offered by this prospectus. The selling stockholder
will pay brokerage commission and similar selling expenses, if any, attributable
to the sale of shares. The selling stockholder may sell shares from time to time
in one or more types of transactions, including the following:
o on the New York Stock Exchange or the Pacific Stock Exchange;
o in the over-the-counter market;
o in negotiated transactions;
o through put or call options transactions relating to the
shares;
o through short sales of shares; or
o through a combination of these methods of sales.
7
<PAGE> 9
The selling stockholder may sell shares in block transactions. The
selling stockholder will sell at market prices prevailing at the time of sale,
or at negotiated prices. Sales by the selling stockholder may or may not involve
brokers or dealers. The selling stockholder has advised us that it has not
entered into any agreements, understandings or arrangements with any
underwriters or broker-dealers regarding the sale of shares of our common stock.
There is no underwriter or coordinating broker acting in connection with the
proposed sale of shares by the selling stockholder.
The selling stockholder may effect these transactions by selling shares
directly to purchasers or to or through broker-dealers. These brokers or dealers
may act as agents or principals. These broker-dealers may receive compensation
in the form of discounts, concessions or commissions from the selling
stockholder and/or the purchasers of shares for whom the broker-dealers may act
as agents or to whom they sell as principal. Compensation as to a particular
broker-dealer might be in excess of customary commissions.
The selling stockholder and any broker-dealers that act in connection
with the sale of shares might be deemed to be "underwriters" within the meaning
of Section 2(11) of the Securities Act. Any commissions received by
broker-dealers and any profit on the resale of the shares sold by them while
acting as principals might be deemed to be underwriting discounts or commissions
under the Securities Act. We have agreed to indemnify the selling stockholder
against various damages arising under the Securities Act.
Because the selling stockholder may be deemed to be an "underwriter"
within the meaning of Section 2(11) of the Securities Act, the selling
stockholder will be subject to the prospectus delivery requirements of the
Securities Act. The prospectus delivery requirements of the Securities Act may
include delivery through the facilities of the New York Stock Exchange under
Rule 153 under the Securities Act. We have informed the selling stockholder that
the antimanipulative provisions of Regulation M promulgated under the Exchange
Act may apply to its sales in the market.
The selling stockholder also may resell all or a portion of the shares
in open market transactions in reliance upon Rule 144 under the Securities Act,
if it meets the criteria and conforms to the requirements of that rule.
The selling stockholder is required to notify us if it enters into any
material arrangement with a broker-dealer for the sale of shares through a block
trade, special offering, exchange distribution or secondary distribution or a
purchase by a broker or dealer. Upon receipt of the notice, we will file a
supplement to this prospectus, if required, under Rule 424(b) under the
Securities Act, disclosing:
o the name of the selling stockholder and of the participating
broker-dealer(s);
o the number of shares involved;
o the price at which the shares were sold;
o the commissions paid or discounts or concessions allowed to
the broker-dealer(s), where applicable;
o that the broker-dealer(s) did not conduct any investigation to
verify the information set out or incorporated by reference in
this prospectus; and
o other facts material to the transaction.
In addition, we will file a supplement to this prospectus if the selling
stockholder notifies us that a donee or pledgee intends to sell more than 500
shares.
8
<PAGE> 10
We granted registration rights to the selling stockholder under the
terms of a purchase and sale agreement dated May 28, 1999 among the selling
stockholder, CE Distribution Services, Inc., Wilson Industries, Inc. and us. The
selling stockholder has agreed to indemnify us against various civil
liabilities, including liabilities under the Securities Act or the Exchange Act
resulting from any untrue or any alleged untrue statement of a material fact or
omission of a material fact in the registration statement or a prospectus
supplement. The selling stockholder has agreed to indemnify us only to the
extent the liability relates to information furnished in writing to us by the
selling stockholder for use in the registration statement or prospectus
supplement.
In order to comply with state securities laws, if applicable, the
shares will be sold only through registered or licensed brokers or dealers in
states that require that sales be made through registered or licensed brokers or
dealers. Some states require that the selling stockholder or the issuer of
shares register or qualify shares for sale in the state, unless an exemption
from registration or qualification is available and is obtained.
LEGAL MATTERS
Gardere Wynne Sewell & Riggs, L.L.P., 1000 Louisiana, Suite 3400,
Houston, Texas 77002, will pass upon the validity of the shares of common stock
offered under this prospectus.
EXPERTS
The consolidated financial statements and schedule as of December 31,
1998 and 1997 and for each of the three years in the period ended December 31,
1998 incorporated by reference in this prospectus and elsewhere in the
registration statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in giving
said reports.
9
<PAGE> 11
548,527 Shares
SMITH INTERNATIONAL, INC.
Common Stock
--------------------
PROSPECTUS
--------------------
June , 1999
10
<PAGE> 12
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses to be paid by the
Registrant in connection with the issuance and distribution of the shares of
Common Stock being registered. All amounts shown are estimates except for the
Securities and Exchange Commission registration fee.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee............ $ 6,437
Legal fees and expenses......................................... 10,000
Accounting fees and expenses.................................... 5,000
Printing, EDGAR formatting and mailing expenses................. 5,000
Miscellaneous................................................... 563
-------
Total..................................................$27,000
=======
</TABLE>
ITEM 15. 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 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 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 Restated Certificate of Incorporation of Smith and the Restated
Bylaws of Smith extend indemnification rights to its 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 of Smith
and the Restated Bylaws of Smith also permit Smith to maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of
Smith against any liability asserted against such person and incurred by such
person is such capacity, whether or not Smith would have the power or the
obligation to indemnify such
II-1
<PAGE> 13
person against such liability. Reference is made to the Restated Certificate of
Incorporation and the Restated Bylaws of Smith.
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. Smith'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 Smith
shall be eliminated or limited to the fullest extent permitted by the General
Corporation Law of the State of Delaware.
The above discussion of Smith's Restated Certificate of Incorporation
and Restated 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, Restated Bylaws
and statutes.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
4.1 - Restated Certificate of Incorporation of the registrant as
amended to date (incorporated by reference to Exhibit 3.1 to
the registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993).
4.2 - Bylaws of the registrant as amended to date (incorporated by
reference to Exhibit 3.1 to the registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1998).
4.3 - Rights Agreement dated as of June 19, 1990 between the
registrant and First Chicago Trust Company of New York
(incorporated by reference to Exhibit 4.13 to the registrant's
Annual Report on Form 10-K for the year ended December 31,
1991).
*5.1 - Opinion of Gardere Wynne Sewell & Riggs, L.L.P., regarding
legality of securities.
*23.1 - Consent of Gardere Wynne Sewell & Riggs, L.L.P. (included in
Exhibit 5.1).
*23.2 - Consent of Arthur Andersen LLP with respect to the financial
statements of the registrant.
24.1 - Powers of Attorney (included in the signature page).
</TABLE>
- ----------------
*Filed herewith
II-2
<PAGE> 14
ITEM 17. 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 to 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 to 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
(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 SEC by the registrant 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 which remain unsold at
the termination of the offering.
(b) 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 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.
(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 SEC 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
II-3
<PAGE> 15
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-4
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 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 the 4th day of June,
1999.
SMITH INTERNATIONAL, INC.
By: /s/ DOUGLAS L. ROCK
----------------------
Douglas L. Rock,
Chief Executive Officer, President and
Chief Operating Officer
POWER OF ATTORNEY
Each of the undersigned hereby constitutes and appoints Neal S. Sutton
and John J. Kennedy, and each of them, either one of whom may act without
joinder of the other, his true and lawful attorneys-in-fact, with full power to
execute in his name, place and stead, in any and all capacities this
Registration Statement, together with any and all amendments (including any and
all pre- and post-effective amendments thereto) to such Registration Statement
and to file the same, with all exhibits thereto and other documents in
connection therewith with the Securities and Exchange Commission, granting unto
said attorneys-in-fact, and each of them, full power and authority to do and
perform each and every act and thing requested to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact, and each of them, or the substitute
or substitutes of either of them, shall lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ DOUGLAS L. ROCK Chief Executive Officer, June 4, 1999
- ------------------------ President and Chief
Douglas L. Rock Operating Officer
(Principal Executive
Officer)
/s/ LOREN K. CARROLL Executive Vice June 4, 1999
- ------------------------ President and Director
Loren K. Carroll
/s/ MARGARET K. DORMAN Senior Vice President June 4, 1999
- ------------------------ and Chief Financial
Margaret K. Dorman Officer
(Principal Financial and
Accounting Officer)
</TABLE>
II-5
<PAGE> 17
SIGNATURE TITLE DATE
--------- ----- ----
Director
- -----------------------
Benjamin F. Bailar
/s/ G. CLYDE BUCK Director June 4, 1999
- -----------------------
G. Clyde Buck
/s/ JAMES R. GIBBS Director June 4, 1999
- -----------------------
James R. Gibbs
Director
- -----------------------
Jerryn W. Neely
/s/ WALLACE S. WILSON Director June 4, 1999
- -----------------------
Wallace S. Wilson
II-6
<PAGE> 18
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C>
4.1 - Restated Certificate of Incorporation of the registrant as amended to
date (incorporated by reference to Exhibit 3.1 to the registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1993).
4.2 - Bylaws of the registrant as amended to date (incorporated by
reference to Exhibit 3.1 to the registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 1998).
4.3 - Rights Agreement dated as of June 19, 1990 between the registrant and
First Chicago Trust Company of New York (incorporated by reference to
Exhibit 4.13 to the registrant's Annual Report on Form 10-K for the
year ended December 31, 1991).
*5.1 - Opinion of Gardere Wynne Sewell & Riggs, L.L.P., regarding legality
of securities.
*23.1 - Consent of Gardere Wynne Sewell & Riggs, L.L.P. (included in Exhibit
5.1).
*23.2 - Consent of Arthur Andersen LLP with respect to the financial
statements of the registrant.
24.1 - Powers of Attorney (included in the signature page).
</TABLE>
- ---------------
*Filed herewith.
<PAGE> 1
EXHIBIT 5.1
[Gardere Wynne Sewell & Riggs, L.L.P. Letterhead]
June 4, 1999
Smith International, Inc.
16740 Hardy Street
P.O. Box 60068
Houston, Texas 77205
Gentlemen:
As set forth in the Registration Statement (the "Registration Statement") on
Form S-3 to be filed by Smith International Inc., a Delaware corporation (the
"Company"), with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Act"), relating to the registration
of 548,527 shares (the "Shares") of the Company's common stock, par value $1.00
per share ("Common Stock"), to be sold by CONEMSCO, Inc., certain legal matters
in connection with the Common Stock are being passed upon for the Company by us.
This opinion is being furnished to you in accordance with the requirements of
Item 16 of Form S-3 and Item 601(b) (5) (i) of Regulation S-K for filing as
Exhibit 5.1 to the Registration Statement.
In our capacity as your special counsel, we have examined the Restated
Certificate of Incorporation and Restated Bylaws of the Company and 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 certificates
of officers of the Company with respect to the accuracy of the material factual
matters contained in such certificates.
Based on the foregoing, and having regard for such legal considerations as we
have deemed relevant, we are of the opinion that the Shares have been duly
authorized, were validly issued and are fully paid and nonassessable.
The foregoing opinion is limited to the federal laws of the United States of
America and the General Corporation Law of the State of Delaware, and we are
expressing no opinion as to the effect of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and to the references to our Firm under
the caption "Legal Matters" in the Prospectus included in the Registration
Statement. In giving this consent, we do not thereby admit that we are within
the category of persons whose consent is required under Section 7 of the Act,
the rules and regulations of the Securities and Exchange Commission
promulgated thereunder, or Item 509 of Regulation S-K.
<PAGE> 2
Smith International, Inc.
June 4, 1999
Page 2
This opinion letter is rendered as the date first written above and we disclaim
any obligation to advise you of facts, circumstances, events or developments
which hereafter may be brought to our attention and which may alter, affect or
modify the opinion expressed herein. Our opinion is expressly limited to the
matters set forth above and we render no opinion, whether by implications or
otherwise, as to any other matters relating to the Company or the Shares.
Very truly yours,
GARDERE WYNNE SEWELL & RIGGS, L.L.P.
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports dated
January 29, 1999 included in Smith International, Inc.'s Form 10-K for the
year ended December 31, 1998 and to all references to our Firm included in
this registration statement.
Houston, Texas
June 4, 1999
