As filed with the Securities and Exchange Commission on November 1, 2013
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Registration No. 333-_______
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Delaware
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76-0451843
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Large accelerated filer x
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o
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Title of securities to be
Registered
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Amount to be
registered (1)
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Proposed
maximum
offering price
per share (2)
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Proposed
maximum
aggregate
offering price (2)
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Amount of
registration fee
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Common Stock, $0.01 par value per share
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5,000,000
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$
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55.47
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$
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277,350,000
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$
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35,722.68
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(1) | In accordance with Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional shares of common stock, par value $0.01 per share, that may be issued pursuant to the Cameron International Corporation Retirement Savings Plan (the “Savings Plan”), to prevent dilution from stock splits, stock dividends or similar transactions. In addition, in accordance with Rule 416(c) under the Securities Act, this registration statement shall be deemed to cover an indeterminate amount of interests to be offered or sold pursuant to the Savings Plan. |
(2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act, on the basis of the average high and low sale prices reported for shares of Cameron International Corporation’s common stock on the New York Stock Exchange Composite Tape on October 30, 2013. |
Item 3.
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Incorporation of Documents by Reference.
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1. | The Savings Plan’s Annual Report on Form 11-K for the fiscal year ended December 31, 2012, as filed on June 27, 2013; |
2. | The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012, as filed on February 22, 2013; |
3. | The Registrant’s Quarterly Report on Form 10-Q for the quarters ended March 31, 2013, June 30, 2013, and September 30, 2013, as filed on April 29, 2013, July 29, 2013 and October 29, 2013, respectively; |
4. | The Registrant’s Current Reports on Form 8-K filed on February 6, 2013, May 9, 2013, June 25, 2013, July 1, 2013 and July 2, 2013; and |
5. | the description of the Registrant’s common stock contained in the registration statement on Form S-4, filed on March 14, 1995, and any subsequently filed amendments and reports updating such description. |
Item 8.
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Exhibits.
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Exhibit No.
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Description
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3.1
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Restated Certificate of Incorporation of Cameron International Corporation, dated May 11, 2012, filed as Appendix C to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on March 28, 2012, and incorporated herein by reference.
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3.2
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Bylaws of Cameron International Corporation filed as Exhibit 3.1 to the Current Report on Form 8-K filed with the Commission on April 18, 2012, and incorporated herein by reference.
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4.1
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Cameron International Corporation Retirement Savings Plan, as amended and restated effective January 1, 2013 (the “Savings Plan”) (filed herewith)
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4.2
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First Amendment to the Savings Plan, dated May 20, 2013 (filed herewith)
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4.3
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Second Amendment to the Savings Plan, dated September 9, 2013 (filed herewith)
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5.1
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Opinion of Brad Eastman, Deputy General Counsel of Cameron International Corporation (filed herewith)
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5.2
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Internal Revenue Service opinion letter dated November 24, 2009 relating to the Cameron International Corporation Retirement Savings Plan (filed herewith)
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23.1
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Consent of Ernst & Young LLP (filed herewith)
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23.2
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Consent of Doeren Mayhew (filed herewith)
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23.3
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Consent of MFR, P.C. (filed herewith)
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23.4
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Consent of Brad Eastman (included in hisopinion filed as Exhibit 5.1)
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24.1
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Powers of Attorney (included on the signature page of this Registration Statement)
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CAMERON INTERNATIONAL CORPORATION
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By:
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/s/ Jack B. Moore
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Jack B. Moore
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Chairman, President and Chief Executive Officer
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Signature
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Title
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/s/ Jack B. Moore
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Chairman, President and Chief Executive Officer
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Jack B. Moore
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(Principal Executive Officer)
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/s/ Charles M. Sledge
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Senior Vice President and Chief Financial Officer
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Charles M. Sledge
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(Principal Financial and Accounting Officer)
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/s/ C. Baker Cunningham
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Director
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C. Baker Cunningham
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/s/ Sheldon R. Erikson
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Director
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Sheldon R. Erikson
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/s/ Peter J. Fluor
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Director
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Peter J. Fluor
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/s/ Douglas L. Foshee
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Director
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Douglas L. Foshee
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/s/ James T. Hackett
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Director
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James T. Hackett
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/s/ Rodolfo Landim
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Director
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Rodolfo Landim
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/s/ Michael E. Patrick
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Director
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Michael E. Patrick
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/s/ Jon Erik Reinhardsen
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Director
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Jon Erik Reinhardsen
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/s/ David Ross
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Director
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David Ross
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/s/ Bruce W. Wilkinson
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Director
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Bruce W. Wilkinson
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CAMERON INTERNATIONAL CORPORATION RETIREMENT SAVINGS PLAN
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By:
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CAMERON BENEFITS COMMITTEE, Plan
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Administrator
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By:
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/s/ Steven B. Geiger
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Steven B. Geiger
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Member of Cameron Benefits Committee and Vice President, Human Resources and Operational Excellence
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Exhibit Number
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Description of Document
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3.1
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Restated Certificate of Incorporation of Cameron International Corporation, dated May 11, 2012, filed as Appendix C to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on March 28, 2012, and incorporated herein by reference.
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3.2
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Bylaws of Cameron International Corporation filed as Exhibit 3.1 to the Current Report on Form 8-K filed with the Commission on April 18, 2012, and incorporated herein by reference.
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Cameron International Corporation Retirement Savings Plan, as amended and restated effective January 1, 2013 (the “Savings Plan”) (filed herewith)
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First Amendment to the Savings Plan, dated May 20, 2013 (filed herewith)
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Second Amendment to the Savings Plan, dated September 9, 2013 (filed herewith)
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Opinion of Brad Eastman, Deputy General Counsel of Cameron International Corporation (filed herewith)
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Internal Revenue Service opinion letter dated November 24, 2009 relating to the Cameron International Corporation Retirement Savings Plan (filed herewith)
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Consent of Ernst & Young LLP (filed herewith)
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Consent of Doeren Mayhew (filed herewith)
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Consent of MFR, P.C. (filed herewith)
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23.4
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Consent of Brad Eastman (included in his opinion filed as Exhibit 5.1)
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24.1
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Powers of Attorney (included on the signature page of this Registration Statement)
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