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As filed with the Securities and Exchange Commission on November 21, 1997
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
AMENDMENT NO. 1 TO
FORM 8-A
ON FORM 8-A/A
__________________
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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CAMCO INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3517570
(State of incorporation or organization) (I.R.S. Employer Identification No.)
7030 ARDMORE
HOUSTON, TEXAS 77054
(Address of principal executive offices) (Zip Code)
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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
RIGHTS TO PURCHASE NEW YORK STOCK EXCHANGE
COMMON STOCK
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box. [ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration 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(g) of the Act:
NONE
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On October 21, 1997, the Board of Directors of Camco International
Inc., a Delaware corporation (the "Company"), approved an amendment (the
"Amendment") to the Company's Rights Agreement dated as of December 15, 1994
(the "Rights Agreement"), between the Company and First Chicago Trust Company
of New York, as Rights Agent, to increase the Purchase Price defined in Section
7(b) of the Rights Agreement for each share of the Company's common stock, $.01
par value ("Common Share"), purchasable upon the exercise of a Common Share
purchase right (a "Right") from $65.00 to $250.00, subject to adjustment.
Descriptions of the Rights and the Rights Agreement are set forth in
the Company's Registration Statement on Form 8-A (the "Registration
Statement"), which was filed by the Company under the Securities Exchange Act
of 1934 on December 19, 1994, and which such descriptions are incorporated
herein by reference. Except for the adjustment to the Purchase Price from
$65.00 to $250.00, the description of the Rights and the Rights Agreement
remains unchanged.
A copy of the Amendment has been filed as an exhibit to this Amendment
No. 1 to the Registration Statement. The summary description of the Amendment
herein does not purport to be complete and is qualified in its entirety by
reference to the Amendment and the Rights Agreement, which are hereby
incorporated herein by reference.
ITEM 2. EXHIBITS.
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1. Rights Agreement dated as of December 15, 1994, between Camco International Inc. and First
Chicago Trust Company of New York, as Rights Agent, which includes as exhibits, the form of
Right Certificate and the Summary of Rights to Purchase Common Shares (incorporated by
reference to Exhibit No. 1 to the Company's Registration Statement on Form 8-A dated December
19, 1994).
2. First Amendment to Rights Agreement dated as of October 21, 1997, between Camco International
Inc. and First Chicago Trust Company of New York, as Rights Agent.
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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, thereunto duly authorized.
CAMCO INTERNATIONAL, INC.
By: /s/ RONALD R. RANDALL
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Ronald R. Randall
Vice President, General Counsel
and Secretary
Dated: November 21, 1997
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INDEX TO EXHIBITS
Number Exhibit
1 Rights Agreement dated as of December 15, 1994,
between the Company and First Chicago Trust Company of
New York, as Rights Agent, which includes as exhibits,
the form of Right Certificate and the Summary of
Rights to Purchase Common Shares (incorporated by
reference to Exhibit No. 1 to the Company's
Registration Statement on Form 8-A dated December 19,
1994).
2 First Amendment to Rights Agreement dated as of
October 21, 1997, between Camco International Inc.
and First Chicago Trust Company of New York, as
Rights Agent.
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EXHIBIT 2
FIRST AMENDMENT
TO
RIGHTS AGREEMENT
THIS FIRST AMENDMENT TO RIGHTS AGREEMENT dated as of October 21, 1997
(this "Amendment"), between Camco International Inc., a Delaware corporation
(the "Company"), and First Chicago Trust Company of New York (the "Rights
Agent").
WHEREAS, the Company and the Rights Agent are parties to a Rights
Agreement dated as of December 15, 1994 (the "Rights Agreement");
WHEREAS, the Board of Directors of the Company deems it advisable that
the Rights Agreement be amended to adjust the Purchase Price as defined in the
Rights Agreement; and
WHEREAS, the Company and the Rights Agent desire to amend the Rights
Agreement, pursuant to Section 27 of the Rights Agreement, as set forth in this
Amendment.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements set forth herein, the parties hereby agree as follows:
Section 1. Amendment to Section 7(b) of the Rights Agreement.
Section 7(b) of the Rights Agreement is hereby amended in its entirety to read
as follows:
(b) The Purchase Price for each Common Share pursuant to
the exercise of a Right shall be $250.00, and shall be subject to
adjustment from time to time as provided in Sections 11 and 13 hereof,
and shall be payable in lawful money of the United States of America
in accordance with paragraph (c) below.
Section 2. Amendment to Exhibit A of the Rights Agreement. The
first paragraph of the "Form of Right Certificate" attached as Exhibit A to the
Rights
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Agreement is hereby amended by deleting the reference to the dollar amount of
the Purchase Price designated therein as "$65.00" and replacing it with
"$250.00."
Section 3. Amendment to Exhibit B of the Rights Agreement. The
first paragraph of the "Summary of Rights to Purchase Common Shares" as Exhibit
B to the Rights Agreement is hereby amended by deleting the reference to the
dollar amount of the Purchase Price designated therein as "$65.00" and
replacing it with "$250.00."
Section 4. Definitions. Capitalized terms used herein that are
not otherwise defined shall have the meaning ascribed to them in the Rights
Agreement.
Section 5. Effect of Amendment. Except as expressly modified
herein, the Rights Agreement shall remain in full force and effect.
Section 6. Severability. If any term, provision, covenant or
restriction of this Amendment is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Amendment shall remain in
full force and effect and shall in no way be affected, impaired or invalidated;
provided, however, that notwithstanding the foregoing, if any such term,
provision, covenant or restriction is held by such court or authority to be
invalid, void or unenforceable and the Board of Directors of the Company, with
the concurrence of the majority of the Disinterested Directors then in office,
determines in its good faith judgment that severing the invalid language from
this Amendment would materially and adversely affect the purpose and effect of
this Amendment or the Rights Agreement, the right of redemption set forth in
Section 23 of the Rights Agreement shall be reinstated and shall not expire
until the Close of Business on the 10th day following the date of such
determination by the Board of Directors.
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Section 7. Governing Law. This Amendment, the Rights Agreement
and each Right Certificate issued thereunder shall be deemed to be a contract
made under the laws of the State of Delaware and for all purposes shall be
governed by and construed in accordance with the laws of such State applicable
to contracts to be made and performed entirely within such State.
Section 8. Descriptive Headings. Descriptive headings of the
several Sections of this Amendment are inserted for convenience only and shall
not control or affect the meaning or construction of any of the provisions
hereof.
Section 9. Counterparts. This Amendment may be executed in any
number of counterparts, each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and attested, all as of the day and year first above written.
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Attest: CAMCO INTERNATIONAL INC.
By: /s/ RONALD R. RANDALL By: /s/ GARY D. NICHOLSON
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Name: Ronald R. Randall Name: Gary D. Nicholson
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Title: Secretary Title: President and CEO
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Attest: FIRST CHICAGO TRUST COMPANY
OF NEW YORK
By: /s/ GERARD J. O'LEARY By: /s/ JAMES KUZMICH
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Name: Gerard J. O'Leary Name: James Kuzmich
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Title: Vice President Title: Asst. Vice President
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