<PAGE> 1
As filed with the Securities and Exchange Commission on April 6, 1999.
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
SMITH INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
----------------
<TABLE>
<S> <C>
DELAWARE 95-3822631
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
</TABLE>
16740 HARDY STREET
P.O. BOX 60068
HOUSTON, TEXAS 77032
(281) 443-3370
(Address of Principal Executive Offices)
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SMITH INTERNATIONAL, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(Full Title of the Plan)
----------------
<TABLE>
<S> <C>
Name, Address and Telephone Copy of Communications to:
Number of Agent for Service:
NEAL S. SUTTON KIMBERLY R. FRYE
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY PORTER & HEDGES, L.L.P.
SMITH INTERNATIONAL, INC. 700 LOUISIANA STREET
16740 HARDY STREET HOUSTON, TEXAS 77002-2764
P.O. BOX 60068 (713) 226-0600
HOUSTON, TEXAS 77032
(281) 443-3370
</TABLE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
Proposed Maximum Proposed
Amount to Offering Maximum Aggregate Amount of
Title of Securities to be Registered be Registered Price Per Unit (1) Offering Price(1) Registration Fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Deferred Compensation Obligations $10,000,000 $1.00 $10,000,000 $2,780
====================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h).
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following document filed by Smith International, Inc., a Delaware
corporation (the "Company" or "Registrant"), with the Securities and Exchange
Commission ("Commission") is incorporated by reference into this registration
statement ("Registration Statement"):
(i) the Company's annual report on Form 10-K for the fiscal year
ended December 31, 1998 (filed on March 31, 1999).
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the filing date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing such documents. The Company will provide
without charge to each participant in the Company's Supplemental Executive
Retirement Plan upon written or oral request of such person, a copy (without
exhibits, unless such exhibits are specifically incorporated by reference) of
any or all of the documents incorporated by reference pursuant to this Item 3.
ITEM 4. DESCRIPTION OF SECURITIES
The securities being registered represent obligations (the
"Obligations") of the Company to pay to the participants in the Smith
International, Inc. Supplemental Executive Retirement Plan (the "Plan"), the
portion of their respective compensation they have elected to defer. The
Obligations may also represent amounts that the Company has elected to credit
to a participant's account under the Plan. Amounts credited to a participant's
account are credited with notional investment experience, based on the
Participant's hypothetical investment in various funds. The amount posted will
be based on actual investments made by the Plan in which the Participant's
account balance is hypothetically invested. In the event a Participant chooses
a money market mutual fund, the amount credited to the Participant's account
will be a fixed rate of interest instead of the actual investment return
generated by the deemed investment in the money market mutual fund. The
Obligations are payable in cash upon retirement or other termination of
employment in a lump sum distribution or in installments, at the election of
the participant made in accordance with the Plan. There is no trading market
for the Obligations.
The Obligations are unsecured general obligations of the Company and
rank pari passu with other unsecured and unsubordinated indebtedness of the
Company. The Obligations are not subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, attachment or
garnishment. Any attempt by any person to transfer or assign benefits under
the Plan, other than a claim for benefits by a Participant or his or her
beneficiary(ies), will be null and void.
The Obligations are not convertible into any other security of the
Company. The Company has established a grantor trust (as described in Sections
671-678 of the Internal Revenue Code and commonly referred to as a "rabbi
trust") to serve as a source of funds from which it can satisfy the
obligations. Participants in the Plan will have no rights to any assets held
by a rabbi trust, except as general creditors of the Company. Assets of any
rabbi trust will at all times be subject to the claims of the Company's general
creditors.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law, as amended (the
"DGCL") permits 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
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<PAGE> 3
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director, officer,
employee or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action.
In a suit brought to obtain a judgment in the corporation's favor,
whether by the corporation itself or derivatively by a stockholder, the
corporation may only indemnify for expenses, including attorney's fees,
actually and reasonably incurred in connection with the defense or settlement
of the case, and the corporation may not indemnify for amounts paid in
satisfaction of a judgment or in settlement of the claim. In any such action,
no indemnification may be paid in respect of any claim, issue or matter as to
which such persons shall have been adjudged liable to the corporation except as
otherwise provided by the Delaware Court of Chancery or the court in which the
claim was brought. In any other type of proceeding, the indemnification may
extend to judgments, fines and amounts paid in settlement, actually and
reasonably incurred in connection with such other proceeding, as well as to
expenses (including attorneys' fees).
The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interest of the corporation and, in the
case of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful. There are additional limitations applicable
to criminal actions and to actions brought by or in the name of the
corporation. The determination as to whether a person seeking indemnification
has met the required standard of conduct is to be made (i) by a majority vote
of a quorum of disinterested members of the board of directors, or (ii) by
independent counsel in a written opinion, if such a quorum does not exist or if
the disinterested directors so direct, or (iii) by the stockholders.
The Certificate of Incorporation and Bylaws of the Registrant require
the Registrant to indemnify the Registrant's directors and officers to the
fullest extent permitted under Delaware law. The Registrant's Certificate of
Incorporation limits the personal liability of a director to the Registrant or
its stockholders to damages for breach of the director's fiduciary duty.
The above discussion of the Registrant's Certificate of Incorporation
and Bylaws and the DGCL is not intended to be exhaustive and is qualified in
its entirety by such Articles, Bylaws and statute.
The Registrant maintains officers' and directors' indemnity insurance
against expenses of defending claims or payment of amounts arising out of good
faith conduct believed by the officer or director to be in or not opposed to
the best interest of the Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
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<PAGE> 4
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ----------- -----------
<S> <C>
4.1 Smith International, Inc. Supplemental Executive Retirement Plan (incorporated by reference
as Exhibit 10.5 of the Registrant's Annual Report on Form 10-K for the year ended December
31, 1993).
*5.1 Opinion of Porter & Hedges, L.L.P.
*23.1 Consent of Arthur Andersen LLP
*23.2 Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1)
*24.1 Powers of Attorney (included on signature page hereto).
</TABLE>
- --------------------
* Filed herewith.
ITEM 9. UNDERTAKINGS
(a) Undertaking to Update
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, as amended (the
"Securities Act");
(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 in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum
offering range may be reflected in the form of a prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement.
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, 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.
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(b) Undertaking With Respect to Documents Incorporated by Reference
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) 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) Undertaking With Respect to Indemnification
Insofar as indemnification for liabilities arising under the
Securities Act 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 Securities 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 Securities Act and
will be governed by the final adjudication of such issue.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Douglas L. Rock and John J. Kennedy, and
each of them, either of whom may act without joinder of the other, his or her
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any or all pre- and post-effective amendments
and supplements to this Registration Statement, and to file the same, or caused
to be filed the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto such attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, and each of them, or the
substitute or substitutes of either of them, may lawfully do or cause to be
done by virtue hereof.
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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-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 this 6th day of
April, 1999.
SMITH INTERNATIONAL, INC.
By: /s/ Douglas L. Rock
------------------------------------
Douglas L. Rock
Chairman of the Board, President,
Chief Executive Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on this 6th day of April, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Douglas L. Rock Chairman of the Board, President, Chief Executive
-------------------------------------------------- Officer and Director
Douglas L. Rock
/s/ Loren K. Carroll Executive Vice President and Director
--------------------------------------------------
Loren K. Carroll
/s/ John J. Kennedy Senior Vice President, Chief Financial Officer and
-------------------------------------------------- Treasurer
John J. Kennedy
/s/ Benjamin F. Bailar Director
--------------------------------------------------
Benjamin F. Bailar
/s/ G. Clyde Buck Director
--------------------------------------------------
G. Clyde Buck
/s/ James R. Gibbs Director
--------------------------------------------------
James R. Gibbs
/s/ Jerry W. Neely Director
--------------------------------------------------
Jerry W. Neely
/s/ Wallace S. Wilson Director
--------------------------------------------------
Wallace S. Wilson
</TABLE>
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<PAGE> 7
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Description
- ---------- -----------
<S> <C>
4.1 Smith International, Inc. Supplemental Executive Retirement Plan (Incorporated by reference
as Exhibit 10.5 of the Registrant's Annual Report on Form 10-K, for the year ended December
31, 1993).
*5.1 Opinion of Porter & Hedges, L.L.P.
*23.1 Consent of Arthur Andersen LLP
*23.2 Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1).
*24.1 Powers of Attorney (included on signature page hereto).
</TABLE>
________________
* Filed herewith.
<PAGE> 1
EXHIBIT 5.1
[LETTERHEAD OF PORTER & HEDGES, L.L.P.]
April 6, 1999
Smith International, Inc.
16740 Hardy Street
P.O. Box 60068
Houston, Texas 77205
Re: SMITH INTERNATIONAL, INC. REGISTRATION STATEMENT ON FORM S-8;
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN EFFECTIVE AS OF
OCTOBER 1, 1993
Gentlemen:
We have acted as counsel to Smith International, Inc., a Delaware
corporation (the "Company"), in connection with the preparation for filing with
the Securities and Exchange Commission of a Registration Statement on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended for
the registration of deferred compensation obligations (the "Obligations") of
the Company, to be offered and sold under the Company's Supplemental Executive
Retirement Plan (the "Plan").
We have examined the Plan and such corporate records, documents,
instruments and certificates of the Company, and have reviewed such questions
of law as we have deemed necessary, relevant or appropriate to enable us to
render the opinion expressed herein. In such examination, we have assumed
without independent investigation the authenticity of all documents submitted
to us as originals, the genuineness of all signatures, the legal capacity of
all natural persons, and the conformity of any documents submitted to us as
copies to their respective originals. As to certain questions of fact material
to this opinion, we have relied without independent investigation upon
statements or certificates of public officials and officers of the Company.
We express no opinion as to the applicability of compliance with or
effect of Federal law or the law of any jurisdiction other than the State of
Texas and the Delaware General Corporation Law.
<PAGE> 2
Based on the foregoing, we are of the opinion that the Obligations,
when established pursuant to the terms of the Plan, will be valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms and the terms of the Plan, except as enforceability (i) may be
limited by bankruptcy, insolvency, reorganization or other similar laws
affecting creditors' rights generally, and (ii) is subject to general
principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law).
We hereby consent to your filing this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission promulgated
thereunder.
It is understood that this opinion is to be used only in connection
with the offer and sale of the Obligations while the Registration Statement is
in effect.
Very truly yours,
/s/ PORTER & HEDGES L.L.P.
PORTER & HEDGES, L.L.P.
2
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of Smith International,
Inc. of our report dated January 29, 1999 included in Smith International's
Form 10-K for the year ended December 31, 1998 and to all references to our
Firm included in this registration statement.
/s/ Arthur Andersen LLP
Houston, Texas
April 5, 1999
