<PAGE> 1
As filed with the Securities and Exchange Commission on October 25, 1996
Registration No. 333-____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------------
CAMCO INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3517570
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification No.)
7030 ARDMORE
HOUSTON, TEXAS 77054
(Address of Principal Executive Offices) (Zip Code)
CAMCO 1996 SAVINGS RELATED SHARE OPTION SCHEME
(Full title of the plan)
RONALD R. RANDALL, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
CAMCO INTERNATIONAL INC.
7030 ARDMORE
HOUSTON, TEXAS 77054
(Name and address of agent for service)
(713) 747-4000
(Telephone number, including area code, of agent for service)
--------------------------
With Copy to:
Curtis W. Huff
Fulbright & Jaworski L.L.P.
1301 McKinney, Suite 5100
Houston, Texas 77010-3095
(713) 651-5151
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================================
Proposed maximum Proposed maximum Amount of
Title of securities to be Amount to be offering price per aggregate offering registration
registered registered share(1) price(1) fee
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value . . . 300,000 shares(2) $39.75 $11,925,000 $3,614
- ------------------------------------------------------------------------------------------------------------------------------
Rights to Purchase shares of Common
Stock . . . . . . . . . . . . . . . 300,000(2)
==============================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933 and based
upon the average of the high and low sales prices of a share of Common
Stock as reported by the New York Stock Exchange, Inc. on October 22,
1996.
(2) Includes an indeterminable number of shares of Common Stock and
accompanying Rights issuable as a result of the anti-dilution
provisions of the Camco 1996 Savings Related Share Option Scheme.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Camco International Inc., a Delaware corporation (the "Company" or
"Registrant"), incorporates by reference in this Registration Statement the
following documents:
1. The Registrant's annual report on Form 10-K for the fiscal
year ended December 31, 1995;
2. The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996;
3. The Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996;
4. All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since December
31, 1995;
5. The description of the Registrant's common stock, $.01 par
value ("Common Stock"), contained in a registration statement on Form 10, as
filed with the Securities and Exchange Commission on October 21, 1993, and as
amended on November 5, 1993, November 19, 1993, and December 9, 1993, including
any amendment or report filed for the purpose of updating such description; and
6. The description of the rights to purchase Common Stock
("Rights") contained in the Company's Registration Statement on Form 8-A, as
filed with the Securities and Exchange Commission on December 19, 1994,
including any amendment or report filed for the purpose of updating such
description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the
date of the filing hereof and prior to the filing of a post-effective amendment
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 of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters in connection with the securities registered
hereby are being passed upon for the Registrant by Ronald R. Randall, Esq.,
Vice President, General Counsel and Secretary of the Registrant. Mr. Randall
holds options under the
II-1
<PAGE> 3
Long-Term Incentive Plan of the Registrant (the "Incentive Plan") covering
25,625 shares of Common Stock. In addition, Mr. Randall holds restricted stock
awards for 10,000 shares of Common Stock under the Incentive Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation has the power 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 amounts paid and
expenses incurred in connection with an action or proceeding to which he is or
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, in any criminal
proceeding, if such person had no reasonable cause to believe his conduct was
unlawful; provided that, in the case of actions brought by or in the right of
the corporation, no indemnification shall be made with respect to any matter as
to which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the adjudicating court determines that such
indemnification is proper under the circumstances.
The Restated Certificate of Incorporation contains provisions which
eliminate the personal liability of the Registrant's directors for monetary
damages resulting from breaches of their fiduciary duty other than liability
for breaches of the duty of loyalty, acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, violations
under Section 174 of the General Corporation Law of the State of Delaware or
any transaction from which the director derived an improper personal benefit.
Article VIII of the Registrant's By-laws contains detailed
provisions for the indemnification by the Registrant of current and former
directors, officers, employees and agents of the Registrant on terms that have
been derived from Section 145 of the General Corporation Law of the State of
Delaware.
The Registrant has obtained directors' and officers' liability
insurance that covers certain liabilities and expenses of the Registrant's
directors and officers. In addition, the Registrant has entered into
indemnification agreements with each of its directors and certain of its
executive officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 -- Restated Certificate of Incorporation of the
Registrant (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).
II-2
<PAGE> 4
4.2 -- By-laws of the Registrant (incorporated by
reference to Exhibit 3.4 to the Registrant's
Registration Statement on Form S-1 (Reg. No.
33-70036)).
4.3 -- Form of Common Stock Certificate (incorporated by
reference to Exhibit 4.2 to the Registrant's
Registration Statement on Form S-1 (Reg. No.
33-70036)).
4.4 -- Credit Facility dated December 7, 1993
(incorporated by reference to Exhibit 10.12 to the
Registrant's Registration Statement on Form S-1
(Reg. No. 33-70036)).
4.5 -- First Amendment to Credit Facility dated August 29,
1994 (incorporated by reference to Exhibit 10.14 to
the Registrant's Registration Statement on Form S-1
(Reg. No. 33-83562)).
4.6 -- Camco 1996 Savings Related Share Option Scheme.
5.1 -- Opinion of Ronald R. Randall, Esq.
15.1 -- Letter of Arthur Andersen LLP.
23.1 -- Consent of Ronald R. Randall, Esq. (included in
Exhibit 5.1).
23.2 -- Consent of Arthur Andersen LLP.
24.1 -- Powers of Attorney (included on page II-5 of this
Registration Statement).
As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the
Registrant has not filed with this Registration Statement certain instruments
defining the rights of holders of long-term debt of the Registrant and its
subsidiaries because the total amount of securities authorized under any of
such instruments does not exceed 10% of the total assets of the Registrant and
its subsidiaries on a consolidated basis. The Registrant agrees to furnish a
copy of any such agreements to the Securities and Exchange Commission upon
request.
ITEM 9. UNDERTAKINGS.
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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding
II-3
<PAGE> 5
the foregoing, any increase or decrease in volume of securities offered (if the
total dollar volume 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
Securities and Exchange Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
Provided, however, that paragraphs (1)(i) and (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 with or furnished to
the Securities and Exchange Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this 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 herein,
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.
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 this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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 Securities and
Exchange 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-4
<PAGE> 6
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 October 24, 1996.
CAMCO INTERNATIONAL INC.
By: /s/ GARY D. NICHOLSON
-----------------------------------
Gary D. Nicholson
Chairman of the Board, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Herbert S. Yates and Ronald R. Randall,
and each of them, either one of whom may act without joinder of the other, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this 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 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, as fully to all intents and purposes as he
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 any or all of them, may 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>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ GARY D. NICHOLSON Chairman of the Board, President October 24, 1996
- -------------------------- and Chief Executive Officer
Gary D. Nicholson (Principal Executive Officer)
/s/ HERBERT S. YATES Senior Vice President-Finance October 24, 1996
- -------------------------- and Chief Financial Officer
Herbert S. Yates (Principal Financial Officer)
/s/ BRUCE F. LONGAKER, JR. Vice President-Finance October 24, 1996
- -------------------------- and Corporate Controller
Bruce F. Longaker, Jr (Principal Accounting Officer)
/s/ HUGH H. GOERNER Director October 24, 1996
- --------------------------
Hugh H. Goerner
</TABLE>
II-5
<PAGE> 7
<TABLE>
<S> <C> <C>
/s/ ROBERT L. HOWARD Director October 24, 1996
- ----------------------
Robert L. Howard
/s/ WILLIAM J. JOHNSON Director October 24, 1996
- ----------------------
William J. Johnson
/s/ WILLIAM A. KRAUSE Director October 24, 1996
- ----------------------
William A. Krause
Director
- ----------------------
Charles P. Siess, Jr.
/s/ GILBERT H. TAUSCH Director October 24, 1996
- ----------------------
Gilbert H. Tausch
</TABLE>
II-6
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description Page Number
- -------------- ----------- -----------
<S> <C> <C>
4.1 Restated Certificate of Incorporation of
the Registrant (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 By-laws of the Registrant (incorporated by reference
to Exhibit 3.3 to the Registrant's Registration
Statement on Form S-1 (Reg. No. 33-70036)).
4.3 Form of Common Stock Certificate (incorporated
by reference to Exhibit 4.2 to the Registrant's
Registration Statement on Form S-1 (Reg. No.
33-70036)).
4.4 Credit Facility dated December 7, 1993
(incorporated by reference to Exhibit 10.12 to the
Registrant's Registration Statement on Form S-1
(Reg. No. 33-70036)).
4.5 First Amendment to Credit Facility dated
August 29, 1994 (incorporated by reference to
Exhibit 10.14 to the Registrant's Registration
Statement on Form S-1 (Reg. No. 33-83562)).
4.6 Camco 1996 Savings Related Share Option Scheme.
5.1 Opinion of Ronald R. Randall, Esq.
15.1 Letter of Arthur Andersen LLP.
23.1 Consent of Ronald R. Randall, Esq. (included in
Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
24.1 Powers of Attorney (included on page II-5 of
this Registration Statement).
</TABLE>
As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the Registrant
has not filed with this Registration Statement certain instruments defining the
rights of holders of long-term debt of the Registrant and its subsidiaries
because the total amount of securities authorized under any of such instruments
does not exceed 10% of the total assets of the Registrant and its subsidiaries
on a consolidated basis. The Registrant agrees to furnish a copy of any such
agreements to the Securities and Exchange Commission upon request.
<PAGE> 1
EXHIBIT 4.6
RULES OF THE CAMCO
1996 SAVINGS RELATED SHARE OPTION SCHEME
1. DEFINITIONS
(a) In these Rules the following words and expressions shall
unless a different meaning is deemed necessary have the
following meanings:
"Act" the Income and Corporation Taxes Act
1988.
"Announcement Date" the date on which the Company
announces its quarterly, half yearly
or final results to the New York
Stock Exchange.
"Approval Date" means the date on which the Scheme
was formally approved by the Inland
Revenue.
"Board" the board of directors for the time
being of the Company or the directors
present at a duly convened meeting of
the directors of the Company at which
a quorum is present or a committee
appointed by the board of directors.
"Bonus" means any sum payable by way of
terminal bonus under the relevant
Savings Contract.
"Company" Camco International Inc., a company
incorporated in Delaware, USA.
"Compensation Committee" the executive compensation committee
of the Board.
"Control" control within the meaning of
Section 840 of the Act (and
"Controlled" shall be construed
accordingly).
"Date of Grant" the date on which an Option is
granted under Rule 3 of these Rules.
"Eligible Employee" means any person who at the relevant
Invitation Date is a director or
employee of a Participating Company
chargeable to tax in respect of his
office or employment under Case 1 of
Schedule E of the Act, is not at the
relevant Date of Grant ineligible to
participate in the Scheme by virtue
of the provisions of paragraph 8 of
Schedule 9 of the Act; and
-1-
<PAGE> 2
(i) has been a director or
employee of a Group Company
for a continuous period of
six (6) months on the
Invitation Date; or
(ii) is designated by the Board
as an Eligible Employee.
"Exercise Price" the L. Sterling price at which the
Board determines that Shares may be
acquired in respect of each Option
being not less than the greater of:
(i) 80 per cent (or such lower
percentage as may be
permitted under paragraph 25
of Schedule 9 to the Act) of
the closing US dollar price
of a Share on the New York
Stock Exchange (or, if agreed
in advance with the Inland
Revenue, such other exchange
on which the Shares are
listed) on the dealing day
immediately preceding the
Invitation Date which shall
be no earlier than the
thirtieth day preceding the
Date of Grant or on such
other day as may be agreed in
advance with the Inland
Revenue; or
(ii) in respect of Options giving a
right to subscribe for
Shares, the nominal value of
a Share,
where in each case the US dollar
share price shall be converted to L.
sterling a rate of exchange equal to
that quoted by any UK clearing bank
on the dealing day specified in
respect of (i) above or on the day on
which the Exercise Price is
determined in respect of (ii) above.
"Group" the Company and any Subsidiaries and
the term Group Company shall mean any
such company.
"Holding Company" in relation to the Company, a
holding company as defined in Section
736 of the Companies Act 1985.
"Invitation Date" the date on which the Board invites
Eligible Employees to apply for the
grant of an Option.
-2-
<PAGE> 3
"Maturity Date" the date on which the terminal bonus
is payable under the relevant Savings
Contract or such other date as may be
provided for in the Act from time to
time.
"Maximum Monthly the maximum monthly savings limit
Contribution" determined by the Board from time to
time being not more than the greater
of L.250 or the amount permitted from
time to time under paragraph 24 of
Schedule 9 to the Act.
"Minimum Monthly L.10.00 or such other minimum
Contribution" monthly savings limit, if any,
determined by the Board from time to
time and permitted under paragraph 24
of Schedule 9 to the Act.
"Option" a right to acquire Shares to be
granted pursuant to the Scheme or
which has been so granted and is
still subsisting.
"Participant" any person who has been granted and
still holds a subsisting Option under
the Scheme. References to a
Participant shall include, where the
context so admits or requires, his
personal representatives.
"Participating Company" means the Company and any other
Group Company incorporated in the UK,
provided such company has been
notified to the Inland Revenue as
being a Participating Company.
"Rules" these rules as amended from time to
time in accordance with the
provisions of these rules.
"Savings Contract" means a savings contract made
between an Eligible Employee and an
approved savings authority (within
the meaning of Section 326 of the
Act).
"Scheme" the Camco 1996 Savings Related Share
Option Scheme operating in accordance
with these Rules.
"Shares" shares of common stock of the
Company that comply with paragraphs
10-14 of Schedule 9 to the Act.
"Specified Age" age 65.
-3-
<PAGE> 4
"Subsidiary" in relation to the Company, a
subsidiary as defined in Section 736
of the Companies Act 1985.
(b) Words or expressions defined in the Act and in the Great
Britain Companies Acts 1985 and 1989 shall bear the same
meanings in these Rules and where there is a conflict the
definitions in the Act shall take precedence.
(c) Where the context so admits or requires words importing the
singular shall include the plural and vice versa and words
importing the masculine shall include the feminine and neuter
genders.
(d) Any reference to a statute or a statutory provision shall be
construed as if it referred also to that statute or provision
as the same may from time to time be consolidated, replaced,
amended or re-enacted and to any related statutory instrument
or other subordinate legislation in force from time to time.
2. APPLICATION FOR OPTIONS
(a) The Board may, in their absolute discretion, invite
applications for Options from all Eligible Employees at such
time or times as they consider appropriate. The type or types
of Savings Contract offered at each invitation shall be at the
discretion of the Board.
(b) The Board shall determine and specify in any invitation to
apply for Options;
(i) the Invitation Date;
(ii) either the Exercise Price or the date on which the
Exercise Price will be fixed;
(iii) the maximum aggregate number of Shares over which
Options may be granted, if any;
(iv) the Minimum Monthly Contribution and Maximum Monthly
Contribution that may be made under the Savings
Contracts;
(v) the method of calculating the amount of the Bonus;
(vi) the Maturity Date(s) of the Savings Contract(s) being
offered to the Eligible Employee; and
(vii) the closing date for receipt by the Company of
applications for Options being a date not less than
14 days and not more than 21 days after the
Invitation Date or, if later, after the date upon
which Eligible Employees receive notification of the
Exercise Price.
-4-
<PAGE> 5
(c) Invitations shall be given by means of notices on notice
boards of Participating Companies, circulars, letters or such
other method as the Board may determine.
(d) Each Eligible Employee may, before the closing date stated in
the invitation, apply for an Option. Each application shall
be in writing in such form as the Board may from time to time
prescribe and shall:
(i) state the monthly amount which such Eligible Employee
wishes to save under the Savings Contract(s) for
which he is applying;
(ii) state the duration of the Savings Contracts which the
Eligible Employee wishes to save under, if a choice
has been given in the invitation issued pursuant to
Rule 2(b);
(iii) state the Eligible Employee's agreement to the terms
of such Savings Contract; and
(iv) authorise the Board to complete and/or amend such
application on behalf of the Eligible Employee in
such manner as the Board may determine having regard
to the requirements of Rule 2(e), Rule 3(b) and Rule
4.
(e) Subject to reduction in accordance with the Rules of the
Scheme, the number of Shares over which an Option is applied
for under this Rule shall be deemed to be such whole number of
Shares (rounding down as necessary) which would be purchased
on the Date of Grant with the sum of money equal to the amount
that would be repayable under the relevant Savings Contract
(including the Bonus) on the Maturity Date.
3. GRANT OF OPTIONS
(a) Options will be granted by the Board in accordance with Rule 2:
(i) within thirty days of determining the Exercise Price;
or
(ii) within forty two days of determining the Exercise
Price if the number of applications results in the
Board exercising the powers of scaling down under
Rule 3(b),
provided that the person is still an Eligible Employee at the
Date of Grant.
(b) In the event that following any invitation pursuant to Rule 2
the Board receives valid applications which would result in
the grant of Options over a greater number of Shares than
permitted under Rule 4 or than specified by the Board in
accordance with Rule 2(b)(iii) then the Board shall scale down
pro rata the monthly contribution proposed by each Eligible
Employee in excess of the Minimum Monthly Contribution. In
the event that this results in insufficient Shares to cover
the Minimum Monthly Contribution of applicants, Options based
on the Minimum Monthly Contribution shall be granted to those
applicants who are selected by lot.
-5-
<PAGE> 6
(c) Option certificates will be issued to each Participant as soon
as practicable after the Date of Grant and will specify the
Date of Grant, the maximum number of Shares over which the
Option may be exercised, the Exercise Price and the Maturity
Date.
(d) No Option shall be capable of transfer or assignment and if a
Participant shall do or suffer any act or thing whereby he
parts with or is deprived of the legal and/or beneficial
ownership of an Option, that Option shall lapse.
(e) The Board may determine that any Option granted under the
Scheme shall be subject to additional and/or modified terms
and conditions relating to the grant and terms of exercise as
may be necessary to comply with or take account of any
securities, exchange control or taxation laws, regulations or
practice of any territory which may have application to the
relevant Eligible Employee, Participant or Participating
Company, provided that no such terms or conditions shall take
effect until approved by the Inland Revenue.
(f) In exercising their discretion under Rule 3(e) the Board may:
(i) require a Participant to make such declarations or
take such other action (if any) as may be required
for the purpose of any securities, taxes or other
laws of any territory which may be applicable to him
at the Date of Grant or on exercise; and
(ii) adopt any supplemental rules or procedures governing
the grant or exercise of an Option as may be required
for the purpose of any securities, tax or other laws
of any territory which may be applicable to an
Eligible Employee or Participant, provided that such
rules or procedures may not be adopted to the extent
that they require the approval of the Company in
general meeting in accordance with Rule 11(d)(i),
unless such approval has been obtained.
(g) No Option shall be granted before the Approval Date.
4. LIMITATION ON THE ISSUE OF SHARES
(a) The Board may at any time determine a limit on the number of
Shares that may be available for use under the Scheme either
in respect of a particular invitation or generally.
(b) No Option shall be granted to an Eligible Employee if the
contribution payable by such Eligible Employee in any month
under the Savings Contract to be entered into by him in
connection with the Option for which he has applied:
(i) is less than the Minimum Monthly Contribution; or
(ii) when added to the contribution or contributions
payable by the Eligible Employee in such month under
any other Savings Contract
-6-
<PAGE> 7
in respect of this Scheme or any other Inland Revenue
approved savings related share option scheme is
greater than the Maximum Monthly Contribution, as
specified by the Board from time to time under Rule
2(b)(iv).
5. EXERCISE OF OPTIONS
(a) Subject to Rule 8 and paragraph (b) below Options may only be
exercised by a Participant within six months following the
Maturity Date of the relevant Savings Contract or, if earlier,
within six months of the Participant:
(i) ceasing to hold an office or employment with a
Participating Company by reason of injury, illness,
disability, redundancy or retirement at the Specified
Age or any other age at which he is bound to retire
in accordance with his contract of employment; or
(ii) attaining the Specified Age while continuing to hold
an office or employment with a Participating Company;
or
(iii) ceasing to hold an office or employment with a
Participating Company Group by reason only that:
a) his office or employment is in a company of
which the Company ceases to have Control; or
b) his office or employment relates to a
business or part of a business which is
transferred to a person who is neither an
associated company of the Company nor a
company of which the Company has Control; or
(iv) any of the circumstances specified in Rule 8
applying; or
(v) ceasing to hold an office or employment with a
Participating Company or in any associated company of
the Company, for any reason (except misconduct) at
least three years after the Date of Grant of the
Option.
(b) If a Participant dies prior to the Maturity Date of the
relevant Savings Contract his Option may be exercised within
the period of 12 months after the date of his death or if he
dies within 6 months after the Maturity Date of the Savings
Contract, his Option may be exercised within the period of 12
months after the Maturity Date of the Savings Contract.
(c) Subject to Rule 5(b) no Option shall be exercisable more than
six months after a Bonus is paid under the relevant Savings
Contract.
(d) Save as provided in Rule 5(a)(i), (iii), (iv) and (v) and Rule
5(b) an Option shall be exercised by a Participant only if at
the date of exercise he is either a director or employee of a
Participating Company or, provided the date of exercise takes
place within 6 months following the Maturity Date,
-7-
<PAGE> 8
an employee or office holder of the Company or an associated
company (as defined in section 187 (2) of the Act) or company
of which the Company has control, provided that, for these
purposes, no Participant shall be regarded as ceasing to hold
an office or employment by virtue of which he is eligible to
participate in the Scheme until he ceases to hold an office or
employment in the Company or an associated company (as defined
in section 187 (2) of the Act) or company of which the Company
has control.
(e) Subject to Rule 5(f) below an Option shall be exercisable once
only in whole or in part during the periods referred to in
Rule 5(a) and (b) above by the Participant delivering to the
Company Secretary or otherwise as the Board may notify in
writing written notice in such form as the Board may from time
to time determine specifying the amount or percentage of the
amount repayable under the Savings Contract that is to be
applied in the acquisition of Shares together with the
appropriate remittance. Subject to Rule 8(c) the date of
receipt by the Company Secretary or otherwise as the Board may
notify in writing of such notice together with such remittance
shall be the date upon which the Option is deemed to be
exercised.
(f) Upon exercise of an Option with the remittance as referred to
in paragraph (e) above the Option shall be deemed to be
exercised in respect of the largest whole number of Shares
that may be acquired with the amount of the remittance and the
Option to the extent not so deemed to be exercised shall
immediately lapse. The balance of any remittance not applied
in the acquisition of Shares shall be returned to the
Participant.
(g) The Participant shall pay all expenses and taxes which arise
or result from the exercise of an Option or transfer of
Shares, provided that the Company in its absolute discretion
may meet any taxes or expenses which it deems necessary or
appropriate.
(h) Shares acquired on exercise of an Option under the Scheme
shall be paid for with monies not exceeding the amount of
repayment (including any Bonus or interest) made under the
related Savings Contract. For this purpose repayment under
the Savings Contract shall exclude the repayment of any
monthly contributions, the due date for payment of which falls
more than one month after the date on which repayment was
made.
(i) No Option may be exercised by a Participant who is excluded by
paragraph 8 of Schedule 9 of the Act.
6. LAPSE AND SURRENDER OF OPTIONS
(a) An Option shall immediately lapse and cease to be
exercisable:-
(i) subject to Rule 5(b), six months after the Maturity
Date of the Savings Contract;
(ii) as provided in Rule 3(d);
-8-
<PAGE> 9
(iii) upon the Participant ceasing to hold an office or
employment within the Group in any circumstances
other than those described in Rule 5(a)(i), (iii),
(iv) and (v);
(iv) upon the expiration of any of the periods referred to
in Rule 5(a) and (b) (except that referred to in Rule
5(a)(ii)) and in the event of more than one period
applying to an Option it shall be upon the expiry of
the earlier (except as provided for in Rule 5(b));
(v) as provided in Rule 5(f);
(vi) as provided in Rule 8;
(vii) upon the Participant:
a) giving notice to the nominated savings body,
or where relevant, the Company, for repayment
or that he intends to stop paying
contributions under the related Savings
Contract; or
b) failing to pay a monthly contribution under
the related Savings Contract on or before the
due date on seven occasions,
in each case before the earliest date on which the
Option becomes exercisable under Rule 5(a);
(viii) upon the Participant being adjudicated bankrupt; or
(ix) the date on which a resolution is passed or order is
made by the Court for the compulsory winding up of
the Company.
(b) It shall be a condition of the Scheme that a Participant shall
not be entitled to any compensation in the event of cessation,
lapse or alteration of any rights or rights in prospect under
the Scheme or under any Option granted under the Scheme
subject always to Rule 11(d)(ii) below. No provisions of the
Scheme form part of any contract of employment between the
Company or any Participating Company and a Participant.
(c) Nothing in this Scheme or in any instrument executed pursuant
hereto shall confer upon any person any right to continue in
the employ of the Company or any Group Company or shall affect
the right of the Company or any Group Company to terminate the
employment of any person without liability at any time with or
without cause, or shall impose upon the Company or any Group
Company, the Board or their respective agents and employees
any liability for any forfeiture or termination of Options
which may result if that person's employment is so terminated.
-9-
<PAGE> 10
7. ADJUSTMENTS
(a) In the event of a variation of the issued share capital of the
Company by way of a capitalisation or rights issue,
sub-division, consolidation or reduction or otherwise then:
(i) the Exercise Price; and
(ii) the number of Shares subject to an Option;
shall be adjusted in such manner and with effect from such
date, as the Board may determine to be appropriate and as the
auditors of the Company shall confirm in writing to be, in
their opinion, fair and reasonable subject to prior Inland
Revenue approval.
(b) Notice of any such adjustments shall be given to Participants
by the Board who may call in Option certificates for
endorsement or replacement.
8. CHANGE IN CONTROL, RECONSTRUCTION AND WINDING UP OF THE COMPANY
(a) If, in consequence of any general offer made to the holders of
Shares or otherwise, as specified in paragraph 15(1)(a) of
Schedule 9 to the Act, any person obtains Control of the
Company, then the Board shall as soon as practicable
thereafter notify every Participant accordingly and each
Participant shall be entitled at any time within the period of
six months after such Control has been obtained but not later
than six months following the Maturity Date to exercise his
Option. To the extent that it has not been so exercised, any
Option shall upon the expiry of such period lapse provided
that if during such period any person becomes entitled or
bound to acquire Shares in the Company under Sections 428 and
430F of the Companies Act 1985 and gives notice to any holders
of Shares that he intends to exercise such rights the Board
shall as soon as practicable thereafter notify each
Participant accordingly. All Options may be exercised at any
time when such person remains so entitled or bound and if not
so exercised shall then lapse. For the purpose of this
paragraph Control shall include the obtaining of Control by a
person and others acting in concert with him
(b) If under Section 425 of the Companies Act 1985 the Court
sanctions a compromise or arrangement proposed for the
purposes of or in connection with a scheme for the
reconstruction of the Company or its amalgamation with any
other companies any Option held by a Participant may be
exercised within six months of the Court sanctioning the
compromise or arrangement and if not so exercised shall lapse.
(c) If a resolution is passed for the voluntary winding-up of the
Company, Options granted under the Scheme may be exercised
until the expiry of six months following the passing of the
resolution. Subject to the above, all Options shall lapse
upon the commencement of the winding-up of the Company.
-10-
<PAGE> 11
(d) Where the person mentioned in Rule 8(a) or Rule 8(b) is a
company within the meaning of Section 832 of the Act ("the
Acquiring Company"), any Participant may, by agreement with
the Acquiring Company and notwithstanding anything to the
contrary in this Scheme, release, within the appropriate
period, (as defined in paragraph 15(2) of Schedule 9 to the
Act), his rights under this Scheme (the "old rights") in
consideration of the grant to him of rights (the "new rights")
which, within the meaning of paragraph 15(3) of Schedule 9 to
the Act, are equivalent to the old rights but relate to shares
in a different company (whether the Acquiring Company or some
other company falling within paragraph (b) or (c) of paragraph
10 of Schedule 9 to the Act) and references in Rules 5, 7, 8,
9, 10 and 12 to the term "Company" shall be construed
accordingly with effect from the date of release and
references to "Shares " and "the Board" shall, in relation to
the new rights, be considered as references to shares in the
Acquiring Company or that other company and to the board of
such company as the case may be.
9. ALLOTMENT, TRANSFER AND LISTING
(a) Subject to receipt of the appropriate remittance and to
paragraph (b) below, any Shares to be issued pursuant to the
exercise of an Option will be allotted and issued, and any
Shares to be transferred shall be transferred to the relevant
Participant or a nominee nominated by a Participant not later
than 30 days after the date of exercise of the Option. Such
Shares shall rank pari passu in all respects with other shares
of the same class save that newly issued Shares shall not rank
for dividend or other distribution payable by reference to a
record date that is before the date of allotment.
(b) Any allotment and issue or transfer of Shares under the Scheme
shall be subject to such consents (if any) of HM Treasury or
other authorities (whether of the United Kingdom or elsewhere)
as may from time to time be required and it shall be the
responsibility of the Participant to obtain such consents.
(c) The Company will apply to the New York Stock Exchange or such
other exchange on which the Shares are listed for Shares
subscribed to be admitted to official listing on the exchange
or equivalent on or as soon as practicable after allotment.
10. AVAILABILITY OF SHARES
(a) The Company shall keep available for issue sufficient
authorised and unissued Shares to satisfy all subsisting
rights to subscribe for Shares granted pursuant to the Scheme,
taking account of any other obligations of the Company to
allot and issue unissued Shares.
(b) The Company shall ensure that there are available for transfer
sufficient existing Shares to satisfy all subsisting rights to
acquire Shares granted pursuant to the Scheme, taking account
of any other obligations of the Company to arrange for the
transfer of shares.
-11-
<PAGE> 12
11. ADMINISTRATION, AMENDMENTS AND TERMINATION
(a) The Scheme shall be administered by the Board in accordance
with the Rules. Any question or dispute concerning the
interpretation of the Rules shall be determined by the Board
in its sole discretion and its decision on such matter shall
be final and binding upon both the Company and the
Participant. The Board may delegate such of its rights and
obligations under these Rules to the Compensation Committee,
or otherwise as it considers appropriate.
(b) The Company shall bear the costs of establishing and
administering the Scheme and may pass these costs on to
Participating Companies as it considers appropriate.
(c) The Company shall maintain or cause to be maintained all
necessary accounts and records relating to the Scheme.
(d) The Board shall be entitled to amend the Rules provided that
no amendment:
(i) will prejudice the subsisting rights of any
Participant, except with the prior consent of such
Participant; and
(ii) shall take effect without the prior approval of the
Inland Revenue pursuant to Part 1 of Schedule 9 to
the Act.
(e) No Options shall be granted under the Scheme later than the
tenth anniversary of the date on which the Scheme is adopted
by the Company. Prior to this date the Board may determine to
grant no further Options and may from time to time modify or
at any time suspend or terminate the Scheme (but without
prejudice to Options already granted).
12. NOTICES
(a) Notices or documents required to be given by the Company to an
Eligible Employee or Participant shall be properly given if
delivered to him at his normal place of work or sent to him by
first class post at his last known address and any notice or
document required to be given to the Company shall be properly
given if delivered or sent by air mail post to the registered
office from time to time or by first class post if directed to
be sent to an address in the United Kingdom.
(b) Participation in the Scheme shall not entitle a Participant to
receive copies of any notice or other document sent by the
Company to its shareholders.
13. GOVERNING LAW
The operation of the Scheme shall be governed by and construed in
accordance with English Law.
-12-
<PAGE> 1
EXHIBIT 5.1
[Ronald R. Randall Letterhead]
October 24, 1996
Camco International Inc.
7030 Ardmore
Houston, Texas 77054
Ladies and Gentlemen:
I have acted as General Counsel to Camco International Inc., a
Delaware corporation (the "Company"), in connection with the registration under
the Securities Act of 1933 (the "Act") of 300,000 shares of the Company's
common stock, $.01 par value (the "Shares"), to be offered upon the terms and
subject to the conditions set forth in the Camco 1996 Savings Related Share
Option Scheme (the "1996 Plan").
I have examined or considered originals or copies, certified or
otherwise identified to my satisfaction, of the Restated Certificate of
Incorporation of the Company, the By-laws of the Company, as amended, the 1996
Plan, records of relevant corporate proceedings with respect to the offering of
the Shares and such other documents, instruments and corporate records as I
have deemed necessary or appropriate for the expression of the opinions
contained herein. I have also reviewed the Company's Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission with respect to the Shares.
I have assumed the authenticity and completeness of all records,
certificates and other instruments submitted to me as originals, the conformity
to original documents of all records, certificates and other instruments
submitted to me as copies, the authenticity and completeness of the originals
of those records, certificates and other instruments submitted to me as copies
and the correctness of all statements of fact contained in all records,
certificates and other instruments that I have examined.
Based on the foregoing and having regard for such legal
considerations as I have deemed relevant, I am of the opinion that the Shares
have been duly and validly authorized for issuance and, when issued in
accordance with the terms of the 1996 Plan, will be duly and validly issued,
fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to me under the heading
"Interests of Named Experts and Counsel" in the Registration Statement.
Sincerely,
/s/ RONALD R. RANDALL
Ronald R. Randall
Vice President, General Counsel
and Secretary
<PAGE> 1
EXHIBIT 15.1
[Arthur Andersen LLP Letterhead]
October 24, 1996
To Camco International Inc.:
We are aware that Camco International Inc. has incorporated by reference in this
Form S-8 registration statement its Form 10-Qs for the quarters ended March 31,
1996, and June 30, 1996, which include our reports dated April 16, 1996, and
July 16, 1996, covering the unaudited interim financial information contained
therein. Pursuant to Regulation C of the Securities Act of 1933, each of these
reports is not considered a part of the registration statement prepared or
certified by our firm or reports prepared or certified by our firm within the
meaning of Sections 7 and 11 of the Act.
ARTHUR ANDERSEN LLP
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 registration statement of our report dated February
7, 1996 included in Camco International Inc.'s Form 10-K for the year ended
December 31, 1995, and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Houston, Texas
October 24, 1996
