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As filed with the Securities and Exchange Commission on November 3, 1997
Registration No. 333-32191
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------
POST-EFFECTIVE AMENDMENT NO. 3
TO
FORM S-4 REGISTRATION STATEMENT
ON
FORM S-8
UNDER
THE SECURITIES ACT OF 1933
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NATIONAL-OILWELL, INC.
(Exact name of registrant as specified in its charter)
Delaware 76-0475815
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5555 San Felipe
Houston, Texas 77056
(Address of principal executive offices) (Zip Code)
DRECO ENERGY SERVICES LTD. AMENDED AND RESTATED 1989 EMPLOYEE INCENTIVE STOCK
OPTION PLAN, AS AMENDED
EMPLOYMENT AND COMPENSATION ARRANGEMENTS PURSUANT TO
PRIVATE STOCK OPTION AGREEMENTS
(Full title of the plans)
PAUL M. NATION
VICE PRESIDENT AND GENERAL COUNSEL
NATIONAL-OILWELL, INC.
5555 SAN FELIPE
HOUSTON, TEXAS 77056
(Name and address of agent for service)
713-960-5100
(Telephone number, including area code, of agent for service)
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Copy of all communications to:
DAVID R. KING
MORGAN, LEWIS & BOCKIUS LLP
2000 ONE LOGAN SQUARE
PHILADELPHIA, PA 19103-6993
(215) 963-5000
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EXPLANATORY NOTES
This Post-Effective Amendment No. 3 to Registration Statement on Form
S-4 on Form S-8 (the "Registration Statement") filed by National-Oilwell, Inc.
(the "Company") relates to 893,002 shares (the "Shares") of the Company's
Common Stock, par value $.01 per share (the "Common Stock"). Of the Shares,
751,040 shares are issuable pursuant to the Dreco Energy Services Ltd. Amended
and Restated 1989 Employee Incentive Stock Option Plan, as amended, and 141,962
shares are issuable pursuant to employment and compensation arrangements under
separate private stock option agreements. All such shares were previously
registered on the Company's Registration Statement on Form S-4, as amended
(File No. 333-32191), and are being transferred to this Registration
Statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934 (the "Exchange Act") are incorporated by reference in this Registration
Statement:
1. National-Oilwell's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996, as amended by Form 10-K/A filed on August 18,
1997.
2. National-Oilwell's Quarterly Report on Form 10-Q for the
period ended March 31, 1997.
3. National-Oilwell's Quarterly Report on Form 10-Q for the
period ended June 30, 1997.
4. National-Oilwell's Current Report on Form 8-K filed on May 25,
1997.
5. National-Oilwell's Current Report on Form 8-K filed on October
8, 1997.
6. The description of National-Oilwell's shares of Common Stock
contained in the Registration Statement on Form 8-A filed by National-Oilwell
with the Commission on October 15, 1996 to register such securities under the
Exchange Act.
All reports and other documents subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act after the date of this Registration Statement, and prior to the filing of a
post-effective amendment to this Registration Statement that indicates that all
securities offered by this Registration Statement have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be part
hereof from the date of filing of such documents. Each document incorporated
by reference into this Registration Statement shall be deemed to be a part of
this Registration Statement from the date of the filing of such document with
the Commission until the information contained therein is superseded or updated
by any subsequently filed document which is incorporated by reference into this
Registration Statement.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein (or in any other subsequently filed document
that is also incorporated by reference herein) modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.
Experts. The consolidated financial statements of the Company at
December 31, 1996 and 1995, and for each of the three years in the period ended
December 31, 1996 have been incorporated by reference herein in reliance upon
the report of Ernst & Young LLP, independent auditors, incorporated by
reference herein, given upon the authority of said firm as experts in
accounting and auditing. To the extent that Ernst & Young LLP audits and
reports on financial statements of the Company issued at future dates, and
consents to the use of their report thereon, such financial statements also
will be incorporated by reference in this Registration Statement in reliance
upon their reports given upon said authority.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the DGCL authorizes, inter alia, a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation), by reason of the fact that such person is or was
an officer or director of such corporation, or is or was serving at the request
of such corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding, provided that he 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, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. A
Delaware corporation may indemnify past or present officers and directors of
such corporation or of another corporation or other enterprise at the former
corporation's request, in an action by or in the right of the corporation to
procure a judgment in its favor under the same conditions, except that no
indemnification is permitted without judicial approval if such person is
adjudged to be liable to the corporation. Where an officer or director is
successful on the merits or otherwise in defense of any action referred to
above, or in defense of any claim, issue or matter therein, the corporation
must indemnify him against the expenses (including attorney's fees) which he
actually and reasonably incurred in connection therewith. Section 145 further
provides that any indemnification shall be made by the corporation only as
authorized in each specific case upon a determination by the (i) stockholders,
(ii) board of directors by a majority vote of a quorum consisting of directors
who were not parties to such action, suit or proceeding or (iii) independent
counsel if a quorum of disinterested directors so directs. Section 145 provides
that indemnification pursuant to its provisions is not exclusive of other
rights of indemnification to which a person may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise.
Section 145 of the DGCL also empowers a corporation to purchase and
maintain insurance on behalf of any person who is or was an officer or director
of the corporation against liability asserted against or incurred by him in any
such capacity, whether or not the corporation would have the power to indemnify
such officer or director against such liability under the provisions of Section
145. National-Oilwell maintains a directors' and officers' liability policy for
such purposes.
Article Sixth, Part II, Section 1 of National-Oilwell's Amended and
Restated Certificate of Incorporation and Article VI of National-Oilwell's
Bylaws each provide that directors, officers, employees and agents shall be
indemnified to the fullest extent permitted by Section 145 of the DGCL.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by reference
as part of this Registration Statement:
Exhibit
Number Exhibit
- ------ -------
4.1* Dreco Energy Services Ltd. Amended and Restated 1989 Employee
Incentive Stock Option Plan.
4.2* Amendment 1997-1 to the Dreco Energy Services Ltd. Amended and
Restated 1989 Employee Incentive Stock Option Plan (incorporated by
reference to Exhibit 10.2 of the Registrant's Registration Statement
on Form S-1 (File No. 333-2428)).
4.3 Form of Private Stock Option Agreement.
4.4* Form of Notice of Conversion of (Private) Stock Options and Revised
Terms and Conditions.
5.1* Opinion of Morgan, Lewis & Bockius LLP as to the legality of the
shares being registered.
23.1* Consent of Ernst & Young LLP.
23.2* Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1).
* Previously filed.
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 to the Registration
Statement) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(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 by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the 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 therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
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(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
Exchange Act 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 Commission such
indemnification is against public policy as expressed in the Act 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 persons 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 Act and will be governed by the final
adjudication of such issue.
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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 Houston, Texas, on this 3rd day of November, 1997.
NATIONAL-OILWELL, INC.
By: /s/ Steven W. Krablin
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Steven W. Krablin
Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 3 to Registration Statement has been signed below
by the following persons in the capacities and on the date indicated.
Signature Title Date
- --------- ----- ----
/s/ Joel V. Staff* Chairman of the Board of Directors
- ---------------------------------- (Principal Executive Officer)
Joel V. Staff
/s/ Steven W. Krablin Principal Financial and Accounting November 3, 1997
- ---------------------------------- Officer
Steven W. Krablin
/s/ Howard I. Bull* Director
- ----------------------------------
Howard I. Bull
/s/ James C. Comis III* Director
- ----------------------------------
James C. Comis III
/s/ James T. Dresher* Director
- ----------------------------------
James T. Dresher
/s/ W. McComb Dunwoody* Director
- ----------------------------------
W. McComb Dunwoody
/s/ William E. Macaulay* Director
- ----------------------------------
William E. Macaulay
Director
- ----------------------------------
Frederick W. Pheasey
Director
- ----------------------------------
Robert L. Phillips
/s/ Bruce M. Rothstein* Director
- ----------------------------------
Bruce M. Rothstein
*By: /s/ Steven W. Krablin November 3, 1997
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Steven W. Krablin
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit
No. Description
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4.1* Dreco Energy Services Ltd. Amended and Restated
1989 Employee Incentive Stock Option Plan.
4.2* Amendment 1997-1 to the Dreco Energy Services
Ltd. Amended and Restated 1989 Employee
Incentive Stock Option Plan.
4.3 Form of Private Stock Option Agreement.
4.4* Form of Notice of Conversion of (Private) Stock
Options and Revised Terms and Conditions.
5.1* Opinion of Morgan, Lewis & Bockius LLP as to
the legality of the shares being registered.
23.1* Consent of Ernst & Young LLP.
23.2* Consent of Morgan, Lewis & Bockius LLP
(included in Exhibit 5.1).
* Previously filed
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Exhibit 4.3
[DATE]
PERSONAL & CONFIDENTIAL
[GRANTEE]
Dear ___________:
Re: Dreco Energy Services Ltd. - Grant of Option
This will confirm that, on [DATE], the Board of Directors of Dreco
Energy Services Ltd. (the "Corporation") approved the grant to you of an option
(the "Option") to purchase Class "A" Common Shares of the Corporation. The
grant of the Option to you is subject to the approval thereof by The Toronto
Stock Exchange and by the shareholders of the Corporation.
The particulars of the Option are as follows:
(a) Option Date: ________________________;
(b) Number of Option Shares: ___________ Class "A" Common
Shares;
(c) Option Price: ___________ (U.S.)
per Class "A" Common Share
(which represents the market
price of the Class "A" Common
Shares on the Option Date);
(d) Option Expiry Date: ________________________;
The Option shall be subject to the terms and conditions attached hereto.
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Please acknowledge your acceptance of the grant of the Option to you
on the terms and conditions set forth herein where indicated below and forward
the original of this letter to R.L. Phillips, Q.C. for safekeeping.
Yours very truly,
F.W. Pheasey,
Chairman of the Board
F.L. Kobie, President
and Chief Executive Officer
The grant of the Option on the
terms and conditions set forth
herein is hereby accepted.
__________________________
Name
[DATE]
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TERMS AND CONDITIONS OF OPTION
1. The Optionee may exercise the Option by delivery of notice of such
exercise to the Corporation specifying the number of Option Shares to
be acquired and accompanied by a certified cheque or bank draft
payable to the order of the Corporation in an amount equal to the
product obtained when the Option Price is multiplied by the number of
Option Shares being acquired.
2. Upon receipt of such notice and certified cheque or bank draft, the
Corporation shall as soon as reasonably possible cause to be issued
and delivered to the Optionee a share certificate in the name of the
Optionee for the number of Option Shares acquired.
3. The Optionee shall have no rights as a shareholder of the Corporation
with respect to any of the Option Shares until he shall become a
holder of record thereof.
4. (a) The number of Option Shares and the Option Price shall be
adjusted appropriately for any increase or decrease in the
number of outstanding Class "A" Common Shares of the capital
stock of the Corporation resulting from payment of a stock
dividend on its shares, a subdivision or combination of shares
of the Corporation, a reclassification of the shares of the
Corporation, or in the event of a merger or consolidation in
which the Corporation shall be the surviving corporation.
After any merger of one or more corporations into the
Corporation and after any consolidation of the Corporation
into one or more corporations in which the Corporation shall
be the surviving corporation, the Optionee shall, at no
additional cost, be entitled upon the exercise of the Option
to receive (subject to any required action by the shareholders
of the Corporation) in lieu of the number of Option Shares
provided herein, the number and class of shares of other stock
or other securities to which the Optionee would have been
entitled pursuant to the terms of the agreement, merger or
consolidation if at the time of such agreement, merger or
consolidation the
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Optionee had been the holder of record of the number of shares
equal to the number of Option Shares for which the Option
shall then have been exercised. Comparable rights shall
accrue to the Optionee in the event of successive mergers or
consolidations of the character described above.
(b) The foregoing adjustments and the application of the foregoing
provisions shall be determined by the Corporation at its sole
discretion. Such adjustments may provide for elimination of
any fractional share which might otherwise become subject to
the Option.
(c) Notwithstanding anything expressed or implied herein to the
contrary, upon the dissolution or liquidation of the
Corporation, or upon any merger or consolidation in which the
Corporation is not the surviving corporation, the Option shall
terminate, provided that the Optionee shall have the right
immediately prior to such dissolution, liquidation, merger or
consolidation to exercise the Option in whole or in part to
the extent that it shall not then have been exercised.
5. The Option shall not be capable of assignment by the Optionee and no
other person shall be entitled to nor obtain any rights, interests or
benefits under the Option provided that in the event of the death or
permanent disability of the Optionee, the legal representatives of the
Optionee or the Optionee, as the case may be, shall be entitled to
exercise the Option within the earlier of:
(i) one (1) year from the date of death or disability of the
Optionee, or
(ii) the Option Expiry Date.
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6. In the event the Optionee ceases to be a director of the Corporation
for any reason other than the death or permanent disability of the
Optionee, the Optionee shall be entitled to exercise the Option within
the earlier of:
(i) three (3) months from the date the Optionee ceased to be a
director of the Corporation, or
(ii) the Option Expiry Date.
7. Nothing contained herein shall obligate the Optionee to purchase or
pay for any of the Option Shares except those Option Shares in respect
of which the Optionee shall have exercised the Option pursuant to the
terms hereof.
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