file8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
___________________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported): October 3, 2007 (October 1,
2007)
___________________
CAMERON
INTERNATIONAL CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction
of
incorporation)
|
1-13884
(Commission
File Number)
|
76-0451843
(I.R.S.
Employer
Identification
Number)
|
|
|
|
1333
West Loop South, Suite 1700
Houston,
Texas
(Address
of principal executive offices)
|
|
77027
(Zip
Code)
|
Registrant’s
telephone number, including area code: (713)
513-3300
Not
Applicable
(Former
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:
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))
Item
1.01 Entry Into a Material Definitive Agreement.
On
October 1, 2007, the Board of Directors of Cameron International Corporation
(the “Company”) adopted a Rights Agreement, dated as of October 1, 2007 (the
“Rights Agreement”), between the Company and Computershare Trust Company, N.A.,
as Rights Agent to replace its existing Rights Agreement which expires on
October 31, 2007. The replacement Rights Agreement is incorporated
herein by reference to Exhibit 4.1 of the Company’s Form 8-A Registration
Statement filed on October 3, 2007. For a description of the material
terms of the replacement Rights Agreement and the rights to be issued pursuant
thereto, please refer to Item 3.03 of this Current Report on Form 8-K, which
is
incorporated herein by reference.
Item
3.03 Material Modification to Rights of Security Holders.
On
October 1, 2007, subject to entering into the Rights Agreement, the Board of
Directors of the Company declared a dividend distribution of one preferred
share
purchase right (a “Right”) for each outstanding share of common stock, par value
$0.01 per share (the “Common Stock”) of the Company. The dividend is payable on
October 31, 2007 (the “Record Date”), to stockholders of record at that
date. Each Right entitles the registered holder to purchase from the
Company one one-hundredth of a share of Series B Junior Participating Preferred
Stock, par value $0.01 per share (the “Preferred Stock”), of the Company at an
exercise price of $400.00 (the “Purchase Price”) per one one-hundredth of a
share of Preferred Stock, subject to adjustment. The description and terms
of
the Rights are set forth in the Rights Agreement.
Initially,
the Rights will be evidenced by the Common Stock certificates representing
shares then outstanding, and no separate Rights Certificates will be
distributed. The Rights will separate from the Common Stock and a “Distribution
Date” will occur at the close of business on the earliest of (i) the tenth
business day following a public announcement that a person or group of
affiliated or associated persons (an “Acquiring Person”) has acquired, or
obtained the right to acquire, beneficial ownership of 20% or more of the
outstanding shares of Common Stock (unless the person becomes the owner of
20%
solely by reason of share purchases by the Company) (the “Stock Acquisition
Date”) or (ii) the tenth business day (or such later date as the Board of
Directors of the Company shall determine) following the commencement of a tender
offer or exchange offer that would result in a person or group beneficially
owning 20% or more of the outstanding shares of Common Stock.
Until
the
Distribution Date, (i) the Rights will be evidenced by the Common Stock
certificates and will be transferred with and only with such Common Stock
certificates, (ii) new Common Stock certificates issued (whether upon transfer
or new issuance) after the Record Date will contain a notation incorporating
the
Rights Agreement by reference and (iii) the surrender for transfer of any
certificate of Common Stock outstanding will also constitute the transfer of
the
Rights associated with the Common Stock represented by such
certificate.
The
Rights are not exercisable until the Distribution Date and will expire at the
close of business on October 31, 2017 (the “Final Expiration Date”), unless
earlier redeemed by the Company as described below.
As
soon
as practicable after the Distribution Date, Rights Certificates will be mailed
to holders of record of the Common Stock as of the close of business on the
Distribution Date and, thereafter, the separate Rights Certificates alone will
represent the Rights.
In
the
event that
·
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any
Acquiring Person shall merge into or otherwise combine with the Company
and the Company is the continuing or surviving corporation of such
merger
or combination and the Common Stock of the Company shall remain
outstanding and unchanged, or
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·
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subject
to certain exceptions, any individual or entity becomes the
owner of more than 20% of the shares of Common Stock then outstanding,
or
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·
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during
any time as there is an Acquiring Person there is also a reclassification
or recapitalization of the Company or a transaction involving the
Company
or any of its subsidiaries, subject to certain exceptions, that has
the
effect of increasing by more than 1% the proportionate share of the
outstanding shares of any class of equity securities of the Company
or any
of its subsidiaries which is beneficially owned by any Acquiring
Person,
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then
each
holder of a Right will thereafter have the right to receive, upon exercise,
Common Stock (or, in certain circumstances, cash, property or other securities
of the Company) having a value equal to two times the exercise price of the
Right. However, Rights are not exercisable following the occurrence of any
of
the events set forth in this paragraph until such time as the Rights are no
longer redeemable by the Company as set forth below. Notwithstanding any of
the
foregoing, following the occurrence of any of the events set forth in this
paragraph, all Rights that are, or (under certain circumstances specified in
the
Rights Agreement) were, beneficially owned by any Acquiring Person will be
null
and void.
For
example, at an exercise price of $400.00 per Right, each Right not owned by
an
Acquiring Person (or by certain related parties and transferees) following
any
of the events set forth in the preceding paragraph would entitle its holder
to
purchase $800.00 worth of Common Stock (or other consideration, as noted above),
determined pursuant to a formula set forth in the Rights Agreement, for
$400.00.
In
the
event that, at any time following the Stock Acquisition Date, (i) the Company
is
acquired in a merger or other business combination transaction in which the
Company is not the surviving corporation, or in which the Company is the
surviving corporation, but its Common Stock is changed or exchanged, or (ii)
more than 50% of the Company’s assets, cash flow or earning power is sold or
transferred, each holder of a Right (except Rights which previously have been
voided as set forth above) shall thereafter have the right to receive, upon
exercise, common stock of the acquiring company having a value equal to two
times the exercise price of the Right.
At
any
time after an Acquiring Person becomes such, the Board of Directors may cause
the Company to exchange the Rights (other than Rights owned by the Acquiring
Person, which will have become null and void), in whole or in part, at an
exchange ratio of one share of Common Stock per Right (subject to adjustment).
Notwithstanding the foregoing, no such exchange may be effected at any time
after any Person (other than the Company and certain of its affiliates) becomes
the beneficial owner of 50% or more of the outstanding Common
Stock.
The
Purchase Price payable, and the number of shares of Preferred Stock 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
Stock, (ii) if holders of the Preferred Stock are granted certain rights or
warrants to subscribe for Preferred Stock or convertible securities at less
than
the current market price of the Preferred Stock, or (iii) upon the distribution
to holders of the Preferred Stock of evidences of indebtedness or assets
(excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above).
With
certain exceptions, no adjustment in the Purchase Price will be required until
cumulative adjustments amount to at least 1% of the Purchase Price. No
fractional shares of Preferred Stock will be issued, except for integral
multiples of one one-hundredth of a share, and, in lieu thereof, an adjustment
in cash will be made based on the market price of the Preferred Stock on the
last trading date prior to the date of exercise.
At
any
time until the close of business on the tenth business day following the Stock
Acquisition Date, the Company may redeem the Rights in whole, but not in part,
at a price of $0.01 per Right (subject to adjustment). Immediately
upon the action of the Board of Directors ordering redemption of the Rights,
the
Rights will terminate and the only right of the holders of Rights will be to
receive the $0.01 per Right (subject to adjustment) redemption
price.
Although
the distribution of the Rights will not be taxable to stockholders or to the
Company, stockholders may, depending upon the circumstances, recognize taxable
income in the event that the Rights become exercisable for Preferred Stock
or
Common Stock (or other consideration) of the Company or for common stock of
the
acquiring company as set forth above or in the event that the Rights are
redeemed.
The
terms
of the Rights may be amended by the Company without the consent of the holders
of the Rights, subject to certain limitations contained in the Rights
Agreement.
Until
a
Right is exercised, the holder thereof, as such, will have no rights as a
stockholder of the Company, including the right to vote or to receive
dividends.
The
Rights Agreement provides that by acceptance of a Right a holder thereof is
bound by certain provisions of the Rights Agreement, including without
limitation provisions limiting the liability of the Rights Agent in certain
circumstances specified in the Rights Agreement.
A
copy of
the Rights Agreement is attached as Exhibit 4.1 to the Company’s Form 8-A
Registration Statement filed on October 3, 2007 and is incorporated herein
by
reference. The foregoing description does not purport to be a
complete description of all terms of the Rights Agreement, Rights and Preferred
Stock. Please refer to the Rights Agreement and the Certificate of
Designations, Preferences and Rights of Series B Junior Participating Preferred
Stock, attached as Exhibit A to the Rights Agreement, for a complete description
of the Rights and Preferred Stock.
Item
7.01 Regulation FD Disclosure.
On
October 2,
2007,
the Company issued a press release announcing that its board of directors had
authorized a two-for-one stock split in the form of a stock dividend and the
adoption of a stockholder rights plan. The stock split is subject to
stockholder approval of a proposed amendment to the Certificate of Incorporation
of the Company to increase the number of shares of common stock the Company
is
authorized to issue. A copy of this press release is attached hereto
as Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number
|
|
Exhibit
Title or Description
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Exhibit
4.1
|
|
Rights
Agreement, dated as of October 1, 2007, between Cameron International
Corporation and
Computershare Trust Company, N.A., as Rights Agent (incorporated herein
by
reference to the Company’s Form 8-A filed on October 3,
2007) |
Exhibit
99.1
|
|
Press
Release issued October 2, 2007 --
Cameron Approves 2-for-1 Stock Split and Renews
Stockholder Rights Plan
|
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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|
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By:
/s/ William C. Lemmer |
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Name:
William C. Lemmer |
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Title:
Senior Vice President, General Counsel & Secretary |
October
3, 2007
Cameron
International Corporation
Current
report on Form 8-K
Dated
October 3, 2007
EXHIBIT
INDEX
Exhibit
Number
|
|
Exhibit
Title or Description
|
Exhibit
4.1
|
|
Rights
Agreement, dated as of October 1, 2007, between Cameron International
Corporation and
Computershare Trust Company, N.A., as Rights Agent (incorporated
herein by
reference to the Company’s Form 8-A filed on October 3,
2007) |
Exhibit
99.1
|
|
Press
Release issued October 2, 2007 --
Cameron Approves 2-for-1 Stock Split and
Renews
Stockholder Rights
Plan
|