<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 20, 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 charter)
DELAWARE 95-3822631
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
16740 HARDY STREET
HOUSTON, TEXAS 77032
(Address of principal executive offices) (Zip Code)
SMITH INTERNATIONAL, INC.
STOCK PLAN FOR OUTSIDE DIRECTORS
(Full title of the plan)
NEAL S. SUTTON
SENIOR VICE PRESIDENT - ADMINISTRATION, GENERAL COUNSEL AND SECRETARY
SMITH INTERNATIONAL, INC.
16740 HARDY STREET
HOUSTON, TEXAS 77032
(281) 443-3370
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE*
=====================================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE (1) REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $1.00 per share 20,000 shares $38.44 $768,800 $214.00
=====================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee, based
upon the average of the high and low prices of a share of the Company's
common stock on the New York Stock Exchange on April 13, 1999, pursuant to
Rule 457(c) and Rule 457(h).
* Shares of common stock of the registrant for issuance to nonemployee directors
of the registrant pursuant to the Smith International, Inc. Stock Plan for
Outside Directors have been previously registered under a Registration Statement
on Form S-8 (Registration No. 33-69840) of the registrant. The number of shares
of common stock being carried forward is 20,000, and the filing fee associated
with such shares that was previously paid with the earlier registration
statement (Registration No. 33-69840) was
$100.00.
<PAGE> 2
On February 4, 1998, the Board of Directors of the Company adopted, subject
to stockholder approval, an amendment to the Smith International, Inc. Stock
Plan for Outside Directors to increase from 20,000 to 40,000 the aggregate
number of shares of the Company's common stock, $1.00 par value, reserved for
issuance under the plan and to extend the expiration date of the plan to April
22, 2008. The amendment of the plan was approved by the stockholders of the
Company at the Annual Meeting of Stockholders held on April 22, 1998. The
contents of the Company's Registration Statement on Form S-8 (File No. 33-69840)
filed with the Securities and Exchange Commission on October 4, 1993 relating to
the plan, including the documents incorporated by reference therein, are
incorporated by reference into this registration statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
In addition to the exhibits filed or incorporated by reference into the
Registration Statement on Form S-8 dated October 4, 1993, the following
documents are filed as exhibits to this registration statement:
4.1 Restated Certificate of Incorporation of the Company as
amended to date. Filed as Exhibit 3.1 to the Company's report
on Form 10-K for the year ended December 31, 1993 and
incorporated herein by reference.
4.2 Bylaws of the Company as amended to date. Filed as Exhibit 3.1
to the Company's report on Form 8-K dated August 13, 1998 (and
filed on August 14, 1998) and incorporated herein by
reference.
4.3 Rights Agreement, dated as of June 19, 1990, between the
Company and First Chicago Trust Company of New York. Filed as
Exhibit 4.1 to the Company's report on Form 10-K for the year
ended December 31, 1997 and incorporated herein by reference.
*4.4 Smith International, Inc. Stock Plan for Outside Directors, as
amended.
*5.1 Opinion of counsel regarding legality.
*23.1 Consent of Arthur Andersen LLP.
*23.2 Consent of counsel (included in the opinion of counsel, filed
herewith as Exhibit 5.1).
*24.1 Power of Attorney (set forth on the signature page of this
registration statement).
- ------------------
*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:
<PAGE> 3
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. 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 end of the
estimated maximum offering range may be reflected in the form
of 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 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 Commission by the registrant pursuant to
Section 13 or 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) Undertaking With Respect to Documents Incorporated by Reference
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 Section 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) Undertaking With Respect to Indemnification
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 provision, or otherwise, the
registrant has been advised that in the opinion of the Commission 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
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-2
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on April 19, 1999.
SMITH INTERNATIONAL, INC.
By: /s/ DOUGLAS L. ROCK
---------------------------------
Douglas L. Rock,
Chairman of the Board, Chief
Executive Officer, President and
Director
POWER OF ATTORNEY
Each of the undersigned hereby appoints Douglas L. Rock, Loren K.
Carroll, Neal S. Sutton and John J. Kennedy, or each of them (with full power to
each of them to act alone), his true and lawful attorney-in-fact and agent, with
full power of substitution, for him and on his behalf and in his name, place and
stead, in any and all capacities, to sign, execute and file this registration
statement under the Securities Act of 1933, as amended, and any and all
amendments and exhibits to this registration statement and any other documents
to be filed with respect thereto, with the Securities and Exchange Commission or
any regulatory authority, 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 order to effectuate the same, as
fully as to all intents and purposes as he himself might or could do if
personally present, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on April 19, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ DOUGLAS L. ROCK Chairman of the Board,
- ------------------------------------- Chief Executive Officer,
Douglas L. Rock President and Director
/s/ LOREN K. CARROLL Executive Vice President and Director
- -------------------------------------
Loren K. Carroll
/s/ JOHN J. KENNEDY Senior Vice President,
- ------------------------------------- Chief Financial Officer
John J. Kennedy and Treasurer
/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>
II-3
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- ------------
<S> <C>
4.1 -- Restated Certificate of Incorporation of the Company as
amended to date. Filed as Exhibit 3.1 to the Company's report
on Form 10-K for the year ended December 31, 1993 and
incorporated herein by reference.
4.2 -- Bylaws of the Company as amended to date. Filed as Exhibit 3.1
to the Company's report on Form 8-K dated August 13, 1998 (and
filed on August 14, 1998) and incorporated herein by
reference.
4.3 -- Rights Agreement, dated as of June 19, 1990, between the
Company and First Chicago Trust Company of New York. Filed as
Exhibit 4.1 to the Company's report on Form 10-K for the year
ended December 31, 1997 and incorporated herein by reference.
*4.4 -- Smith International, Inc. Stock Plan for Outside Directors, as
amended.
*5.1 -- Opinion of counsel regarding legality.
*23.1 -- Consent of Arthur Andersen LLP.
*23.2 -- Consent of counsel (included in the opinion of counsel, filed
herewith as Exhibit 5.1).
*24.1 -- Power of Attorney (set forth on the signature page of this
registration statement).
</TABLE>
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*Filed herewith.
<PAGE> 1
EXHIBIT 4.4
SMITH INTERNATIONAL, INC. STOCK PLAN FOR OUTSIDE DIRECTORS
I. PURPOSES
The purpose of the Smith International, Inc. Stock Plan for Outside
Directors (the "Plan") are (i) to provide additional incentive for securing and
retaining qualified non-employee person to serve on the Board of Directors of
the Company and (ii) to enhance the future growth of the Company by furthering
the Outside Directors' identification with the interests of the Company and its
shareholders.
II. DEFINITIONS
(a) In this Plan, except where the context otherwise indicates, the
following definitions apply:
(1) "Award Date" means a date each year during the term of this
Plan which shall be determined by the Company(2).
(2) "Board" means the Board of Directors of the Company.
(3) "Internal Revenue Code" means the Internal Revenue Code of
1986, as amended.
(4) "Common Stock" means the common stock, $1.00 par value, of the
Company.
(5) "Company" means Smith International, Inc.
(6) "Effective Date" means April 28, 1992.
(7) "Outside Director" means a person who as of any applicable
date is a member of the Board of Directors of the Company, is not an officer of
the Company or any subsidiary of the Company, and is not a full-time employee of
the Company or any of its subsidiaries.
(8) "Participant" means an Outside Director who is eligible to
receive Common Stock granted hereunder.
(9) "Service Year" means each period of one year during the term
of this Plan that commences on the date after an Award Date and ends on the next
succeeding Award Date.
(10) "Share" means a share of Common Stock that has been
previously (i) authorized but unissued, or (ii) issued and reacquired by the
Company.
(11) "Termination of Directorship" means the date upon which any
Participant ceases to be a Director for any reason whatsoever. The effective
date of such Termination of Directorship shall be the actual date of such
termination (by death, disability, retirement, resignation, non-election or
otherwise).
III. SHARES OF COMMON STOCK SUBJECT TO THE PLAN
Subject to the provisions of Article VI of the Plan, the aggregate
number of shares of Common Stock that may be issued under the Plan shall not
exceed 40,000(1).
- --------------------
2 Clause II. (a)(1) - Amendment No. 2 dated 5/1/98
1 Clause III - Amendment No. 1 (shares increased from 20,000 to 40,000)
dated 4/22/98
<PAGE> 2
IV. ELIGIBILITY
Awards of Common Stock under this Plan may be granted only to
individuals who are Outside Directors.
V. STOCK AWARD
Each Outside Director shall receive an award of 200 shares of Common
Stock on each Award Date with respect to service rendered through the respective
Award Date, up to a maximum of 1,000 shares. Such shares shall be authorized but
unissued shares or shares of Common Stock previously issued by the Company that
have been purchased by or on behalf of the Company in open market transactions
or otherwise, or that have otherwise been acquired by the Company. Certificates
representing the shares of Common Stock awarded hereunder shall be delivered to
the Outside Director within thirty (30) days after each respective Award Date.
The provisions of this Section may not be amended more than once every six (6)
months other than to comport with changes in the Internal Revenue Code, the
Employee Retirement Income Security Act of 1974, as amended or the rules
thereunder.
VI. ADJUSTMENT
If as a result of recapitalization (or other adjustment in the stated
capital of the Company), or as a result of a stock split, merger, consolidation,
or other reorganization, the Common Stock of the Company is increased, reduced,
or otherwise changed, the number of shares available to be awarded hereunder in
the aggregate and on each Award Date, shall be appropriately adjusted.
VII. TERMINATION OF DIRECTORSHIP
If Termination of Directorship occurs as to an Outside Director prior
to the expiration of a Service Year, such Outside Director shall be entitled to
receive such number of Shares of Common Stock as equal the nearest whole number
of Shares obtained by multiplying 200 by a fraction, the numerator of which is
the number of days of such Service Year up to and including the date of the
Termination of Directorship and the denominator of which is the number of days
in such Service Year. Such shares shall be delivered to such Outside Director
within thirty (30) days following the date of Termination of Directorship.
VIII. RESTRICTION ON RESALE
Shares delivered to Participants under the Plan shall be subject to
such restrictions on transferability and disposition as shall be required by
Rule 16b-3 of the Securities Exchange Act of 1934 ("Exchange Act") or any
successor rule. Each Participant shall not sell or transfer any shares awarded
or any shares or other securities issued on account of the shares awarded for at
least six (6) months after acquisition except as permitted under the provisions
of the Exchange Act or Rule 16b-3 promulgated thereunder.
2
<PAGE> 3
IX. APPROVAL; EFFECTIVE DATE
The Plan shall become effective on April 28, 1992, subject to the
approval of holders of at least a majority of the shares of voting stock present
in person or by proxy and represented at the Company's 1992 Annual Meeting of
Stockholders and receipt of any necessary governmental approvals.
X. TERM
This Plan shall commence upon the Effective Date, and unless sooner
terminated in accordance with the terms thereof, shall terminate on April 22,
2008(3).
XI. REQUIREMENTS OF LAWS
The Company shall not be required to issue any shares thereunder if the
issuance of such shares shall constitute or result in a volition by the
Participant or the Company of any provisions of any law, statute or regulation
of any governmental authority. Specifically, in connection with the Securities
Act of 1933, the Company shall not be required to issue such shares unless the
Company has received evidence satisfactory to it to the effect that the holder
of such Shares will not transfer such shares except pursuant to a registration
statement in effect under such Act or unless an opinion of counsel satisfactory
to the Company has been received by the Company to the effect that such
registration is not required. Any determination in this connection by the
Company shall be final, binding and conclusive. The Company may, but shall in no
event be obligated to register any securities covered hereby pursuant to the
Securities Act of 1933. The Company shall not be obligated to take any other
affirmative action in order to cause the issuance of shares pursuant hereto to
comply with any law or regulation of any government authority.
XII. RESTRICTION ON TRANSFERS
Rights of Participants to receive Shares hereunder are not assignable
or transferable, except by will or by the laws of descent and distribution. Such
rights are not subject, in whole or in part, to attachment, execution or levy of
any kind. Upon the death of a Participant, Shares awarded as set forth in
Section V shall be delivered to such person as is determined by the Participant
by will or by the laws of descent and distribution.
XIII. AMENDMENT
Subject to Section V hereof, the Board of Directors may modify, revise,
terminate this Plan at any time and from time to time; provided, however, that
any such amendment to the Plan that would require the vote or approval of a
specified percentage of the Company's shareholders in order to assure that the
Plan complies with Rule 16b-3 promulgated by the Securities and Exchange
Commission, or any successor or similar provisions thereto, shall only be made
upon obtaining such required shareholder vote, or taking such other action in
connection with such amendment as the Board of Directors deems advisable to
operate the Plan in accordance with Rule 16b-3 or such successor or similar
rule; provided further that such action shall not adversely affect any
Participant's rights under the Plan related to Services rendered prior to such
action.
- ---------------------
3 Clause X - Amendment No. 2, dated 5/1/98
<PAGE> 1
EXHIBIT 5.1
April 19, 1999
Board of Directors
Smith International, Inc.
16740 Hardy Street
Houston, Texas 77032
Gentlemen:
As Senior Vice President - Administration, General Counsel and
Secretary of Smith International, Inc., a Delaware corporation (the "Company"),
I have acted as counsel in connection with the Company's Registration Statement
on Form S-8, dated April 19, 1999 (the "Registration Statement"), relating to
the registration under the Securities Act of 1933, as amended, of the issuance
of up to 20,000 shares of Common Stock, par value $1.00 per share ("Common
Stock"), of the Company (the "Shares") issuable pursuant to the Smith
International, Inc. Stock Plan for Outside Directors, as amended (the "Plan").
As the basis for the opinion hereinafter expressed, I have examined, or
caused attorneys under my supervision to examine, such corporate records and
documents, certificates of corporate and public officials and such other
instruments as I have deemed necessary for the purposes of the opinion contained
herein. As to all matters of fact material to such opinion, I have relied upon
the representations of officers of the Company. I have assumed the genuineness
of all signatures, the authenticity of all documents submitted to me as
originals, and the conformity with the original documents of all documents
submitted to me as copies.
Based upon the foregoing and having due regard for such legal
consideration as I deem relevant, I am of the opinion that the Shares to be
offered under the Plan have been duly authorized, and that the Shares, when
properly issued under the Plan, will be validly issued, fully paid and
nonassessable.
I hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Neal S. Sutton
<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 all references to our Firm
included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Houston, Texas
April 19, 1999
