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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Varco International, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 76-0252850
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(State of incorporation or organization) (IRS Employer Identification No.)
2835 Holmes Road, Houston, Texas 77051
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become effective
filing pursuant to General simultaneously with the effectiveness
Instruction A(c)(i) please check of a concurrent registration
the following box.[_] statement under the Securities Act of
1933 pursuant to General Instruction
A(c)(2) please check the following
box.[_]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Preferred Share Purchase Rights New York Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Securities to be Registered.
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On November 9, 2000, the Board of Directors of Varco International,
Inc., a Delaware corporation (the "Company") adopted a stockholder rights plan,
in the form of that certain Rights Agreement dated as of November 29, 2000, by
and between the Company and ChaseMellon Shareholder Services, L.L.C., a New
Jersey limited liability company, as Rights Agent (the "Rights Agreement").
In connection with the Rights Plan, the Board of Directors of the
Company declared a dividend of one preferred share purchase right (the "Rights")
for each outstanding share of common stock, par value $.01 per share (the
"Common Shares"), of the Company outstanding at the close of business on
December 4, 2000 (the "Record Date"). Each Right will entitle the registered
holder thereof, after the Rights become exercisable and until December 4, 2010
(or the earlier redemption, exchange or termination of the Rights), to purchase
from the Company one one-hundredth (1/100th) of a share of Series A Junior
Participating Preferred Stock, par value $.01 per share (the "Preferred
Shares"), at a price of $75.00 per one one-hundredth (1/100th) of a Preferred
Share, subject to certain anti-dilution adjustments (the "Purchase Price").
Except as set forth in the Rights Plan, until the earlier to occur of (i) ten
(10) days following a public announcement that a person or group of affiliated
or associated persons (other than L.E. Simmons and his associates and
affiliates) has acquired, or obtained the right to acquire, beneficial ownership
of 15% or more of the Common Shares (an "Acquiring Person") or (ii) ten (10)
business days (or such later date as may be determined by action of the Board of
Directors prior to such time as any person or group of affiliated persons
becomes an Acquiring Person) following the commencement or announcement of an
intention to make a tender offer or exchange offer the consummation of which
would result in the beneficial ownership by a person or group of 15% or more of
the Common Shares (the earlier of (i) and (ii) being called the "Distribution
Date"), the Rights will be evidenced, with respect to any of the Common Share
certificates outstanding as of the Record Date, by such Common Share
certificate. The Rights will be transferred with and only with the Common
Shares until the Distribution Date or earlier redemption or expiration of the
Rights. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights. The Rights will at no time have any voting rights.
Each Preferred Share purchasable upon exercise of the Rights will be
entitled, when, as and if declared, to a minimum preferential quarterly dividend
payment of $1.00 per share but will be entitled to an aggregate dividend of 100
times the dividend, if any, declared per Common Share. In the event of
liquidation, dissolution or winding up of the Company, the holders of the
Preferred Shares will be entitled to a preferential liquidation payment of $100
per share plus any accrued but unpaid dividends but will be entitled to an
aggregate payment of 100 times the payment made per Common Share. Each
Preferred Share will have 100 votes and will vote together with the Common
Shares. Finally, in the event of any merger, consolidation or other transaction
in which Common Shares are exchanged, each Preferred Share will be entitled to
receive 100 times the amount received per Common Share. Preferred Shares will
not be
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redeemable. These Rights are protected by customary anti-dilution provisions.
Because of the nature of the Preferred Share's dividend, liquidation and voting
rights, the value of one one-hundredth of a Preferred Share purchasable upon
exercise of each Right should approximate the value of one Common Share.
In the event that a Person becomes an Acquiring Person or if the
Company were the surviving corporation in a merger with an Acquiring Person or
any affiliate or associate of an Acquiring Person and the Common Shares were not
changed or exchanged, each holder of a Right, other than Rights that are or were
acquired or beneficially owned by the Acquiring Person (which Rights will
thereafter be void), will thereafter have the right to receive upon exercise
that number of Common Shares having a market value of two times the then current
Purchase Price of one Right. In the event that, after a person has become an
Acquiring Person, the Company were acquired in a merger or other business
combination transaction or more than 50% of its assets or earning power were
sold, proper provision shall be made so that each holder of a Right shall
thereafter have the right to receive, upon the exercise thereof at the then
current Purchase Price of the Right, that number of shares of common stock of
the acquiring company which at the time of such transaction would have a market
value of two times the then current Purchase Price of one Right.
At any time after a Person becomes an Acquiring Person and prior to
the earlier of one of the events described in the last sentence in the previous
paragraph or the acquisition by such Acquiring Person of 50% or more of the then
outstanding Common Shares, the Board of Directors may cause the Company to
exchange the Rights (other than Rights owned by an Acquiring Person which have
become void), in whole or in part, for Common Shares at an exchange rate of one
Common Share per Right (subject to adjustment).
The Rights may be redeemed in whole, but not in part, at a price of
$.01 per Right (the "Redemption Price") by the Board of Directors at any time
prior to the time that an Acquiring Person has become such. The redemption of
the Rights may be made effective at such time, on such basis and with such
conditions as the Board of Directors in its sole discretion may establish.
Immediately upon any redemption of the Rights, the right to exercise the Rights
will terminate and the holders of Rights will only have the right to receive the
Redemption Price.
The Rights will expire on December 4, 2010 (unless earlier redeemed,
exchanged or terminated). ChaseMellon Shareholder Services, L.L.C. is the
Rights Agent.
The Purchase Price payable, and the number of one one-hundredths of a
Preferred Share or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Shares, (ii) upon the grant to holders of the
Preferred Shares of certain rights or warrants to subscribe for or purchase
Preferred Shares or convertible securities at less than the current market price
of the Preferred Shares, or (iii) upon the distribution to holders of the
Preferred Shares of evidences of indebtedness, cash, securities or assets
(excluding regular periodic cash dividends at a rate not in excess of 125% of
the rate of the last regular periodic cash dividend theretofore paid or, in case
regular periodic
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cash dividends have not theretofore been paid, at a rate not in excess of 50%
of the average net income per share of the Company for the four quarters ended
immediately prior to the payment of such dividend, or dividends payable in
Preferred Shares (which dividends will be subject to the adjustment described in
clause (i) above)) or of subscription rights or warrants (other than those
referred to above).
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company beyond those as an existing stockholder,
including, without limitation, the right to vote or to receive dividends.
Any of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Company for so long as the Rights are then redeemable,
and after the Rights are no longer redeemable, the Company may amend or
supplement the Rights Agreement in any manner that does not adversely affect the
interests of the holder of the Rights.
One Right will be distributed to stockholders of the Company for each
Common Share owned of record by them on December 4, 2000. As long as the Rights
are attached to the Common Shares, the Company will issue one Right with each
new Common Share so that all such shares will have attached Rights. The Company
has agreed that, from and after the Distribution Date, the Company will reserve
2,000,000 Preferred Shares initially for issuance upon exercise of the Rights.
The rights are designed to assure that all of the Company's
stockholders receive fair and equal treatment in the event of any proposed
takeover of the Company and to guard against partial tender offers, open market
accumulations and other abusive tactics to gain control of the Company without
paying all stockholders a control premium. The Rights will cause substantial
dilution to a person or group that acquires 15% or more of the Company's stock
on terms not approved by the Company's Board of Directors. The Rights should
not interfere with any merger or other business combination approved by the
Board of Directors at any time prior to the first date that a Person or group
has become an Acquiring Person.
The Rights Agreement specifying the terms of the Rights and the text
of the press release announcing the declaration of the Rights, are incorporated
herein by reference as exhibits to this Registration Statement. The foregoing
description of the Rights is qualified in its entirety by reference to such
exhibits.
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Item 2. Exhibits
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4.1 Rights Agreement, dated as of November 29, 2000, by and between
Varco International, Inc. and ChaseMellon Shareholders Services,
L.L.C., as Rights Agent, which includes the form of Certificate of
Designations of the Series A Junior Participating Preferred Stock
of Varco International, Inc. as Exhibit A, the form of Right
Certificate as Exhibit B and the Summary of Rights to Purchase
Preferred Shares as Exhibit C (incorporated by reference to Exhibit
4.1 of Varco International, Inc.'s Current Report on Form 8-K dated
November 30, 2000).
99.1 Text of Press Release, dated November 22, 2000 (incorporated by
reference to Exhibit 99.1 of Varco International, Inc.'s Current
Report on Form 8-K dated November 30, 2000).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned hereunto duly authorized.
VARCO INTERNATIONAL, INC.
Dated: November 30, 2000 By /s/ JOSEPH C. WINKLER
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Joseph C. Winkler
Executive Vice President
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EXHIBIT INDEX
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4.1 Rights Agreement, dated as of November 29, 2000, by and between Varco
International, Inc. and ChaseMellon Shareholder Services, L.L.C., as Rights
Agent, which includes the form of Certificate of Designations of the Series
A Junior Participating Preferred Stock of Varco International, Inc. as
Exhibit A, the form of Right Certificate as Exhibit B and the Summary of
Rights to Purchase Preferred Shares as Exhibit C (incorporated by reference
to Exhibit 4.1 of Varco International, Inc.'s Current Report on Form 8-K
dated November 30, 2000).
99.1 Text of Press Release, dated November 22, 2000 (incorporated by reference
to Exhibit 99.1 of Varco International, Inc.'s Current Report on Form 8-K
dated November 30, 2000).
