UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 14, 2012
Cameron International Corporation
(Exact name of registrant as specified in its charter)
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Delaware |
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1-13884 |
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76-0451843 |
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(State or Other |
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(Commission |
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(IRS Employer |
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1333 West Loop South, Suite 1700, |
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77027 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: 713-513-3300
Not Applicable
(Registrant’s Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
This Amendment No. 1 to the Current Report on Form 8-K/A (this “Amendment”) is being filed by Cameron International Corporation (the “Company”) to amend Item 9.01(d) of the Current Report on Form 8-K filed by the Company on May 17, 2012 with the Securities and Exchange Commission (the “Original 8-K”) in connection with the closing of the public offering of $250.0 million aggregate principal amount of the Company’s 1.60% Senior Notes due 2015 and $250.0 million aggregate principal amount of the Company’s 3.60% Senior Notes due 2022. This Amendment hereby amends, restates and replaces in its entirety Item 9.01(d) of the Original 8-K with Item 9.01(d) below. No other modification to the Original 8-K is being made by this Amendment, and all other information in the Original 8-K is hereby incorporated by reference into this Amendment.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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1.1** |
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Underwriting Agreement, dated May 14, 2012, between the Company and Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and RBS Securities Inc., as representatives of the several underwriters identified therein, in connection with the offer and sale of $250.0 million in aggregate principal amount of the Company’s1.60% Senior Notes due 2015 and $250.0 million in aggregate principal amount of the Company’s 3.60% Senior Notes due 2022. |
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4.1* |
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Indenture, dated as of May 17, 2012, between the Company and Union Bank, N.A., as trustee. |
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4.2** |
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First Supplemental Indenture, dated as of May 17, 2012, between the Company and Union Bank, N.A., as trustee, with respect to the Company’s 1.60% Senior Notes due 2015. |
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4.3** |
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Second Supplemental Indenture, dated as of May 17, 2012, between the Company and Union Bank, N.A., as trustee, with respect to the Company’s 3.60% Senior Notes due 2022. |
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4.4** |
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Form of Global Note for the Company’s 1.60% Senior Notes due 2015 (included in Exhibit 4.2). |
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4.5** |
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Form of Global Note for the Company’s 3.60% Senior Notes due 2022 (included in Exhibit 4.3). |
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5.1** |
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Opinion of Vinson & Elkins L.L.P. |
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12.1** |
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Computation of Ratio of Earnings to Fixed Charges. |
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23.1** |
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Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1). |
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99.1** |
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Press Release of the Company, dated May 14, 2012. |
* Filed herewith.
** Previously filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CAMERON INTERNATIONAL CORPORATION | |
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Date: May 22, 2012 |
By: |
/s/ Grace B. Holmes |
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Grace B. Holmes |
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Vice President, Corporate Secretary and Chief Governance Officer |
Exhibit Index
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Exhibit No. |
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Description |
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1.1** |
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Underwriting Agreement, dated May 14, 2012, between the Company and Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and RBS Securities Inc., as representatives of the several underwriters identified therein, in connection with the offer and sale of $250.0 million in aggregate principal amount of the Company’s1.60% Senior Notes due 2015 and $250.0 million in aggregate principal amount of the Company’s 3.60% Senior Notes due 2022. |
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4.1* |
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Indenture, dated as of May 17, 2012, between the Company and Union Bank, N.A., as trustee. |
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4.2** |
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First Supplemental Indenture, dated as of May 17, 2012, between the Company and Union Bank, N.A., as trustee, with respect to the Company’s 1.60% Senior Notes due 2015. |
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4.3** |
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Second Supplemental Indenture, dated as of May 17, 2012, between the Company and Union Bank, N.A., as trustee, with respect to the Company’s 3.60% Senior Notes due 2022. |
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4.4** |
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Form of Global Note for the Company’s 1.60% Senior Notes due 2015 (included in Exhibit 4.2). |
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4.5** |
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Form of Global Note for the Company’s 3.60% Senior Notes due 2022 (included in Exhibit 4.3). |
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5.1** |
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Opinion of Vinson & Elkins L.L.P. |
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12.1** |
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Computation of Ratio of Earnings to Fixed Charges. |
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23.1** |
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Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1). |
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99.1** |
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Press Release of the Company, dated May 14, 2012. |
* Filed herewith.
** Previously filed.