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) May 30, 2014
NATIONAL OILWELL VARCO, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-12317 | 76-0475815 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 7909 Parkwood Circle Dr. Houston, Texas |
77036 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 713-346-7500
(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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 30, 2014, National Oilwell Varco, Inc. (the “NOV”) issued a press release announcing the resignation of Merrill A. Miller, Jr. from the Board of Directors of the NOV, with effect from May 30, 2014. NOV’s President and CEO, Clay C. Williams, has been appointed Chairman of NOV’s Board of Directors effective immediately.
The full text of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 8.01 Other Events
On May 30, 2014, NOV completed its previously announced separation of its distribution business, NOW Inc. (“NOW”) from its other businesses. NOV completed the separation by way of a pro rata distribution of all of the outstanding shares of NOW common stock to NOV’s stockholders. The common stock of NOW is listed for trading on the New York Stock Exchange under the symbol “DNOW”.
On May 30, 2014, the NOV stockholders of record as of 5:00 p.m. Eastern Time on May 22, 2014 (the “Record Date”) received one share of NOW common stock for every four shares of NOV common stock held as of the Record Date (the “Distribution”). NOV did not issue fractional shares of NOW common stock in the Distribution. Fractional shares that NOV stockholders would otherwise have been entitled to receive were aggregated and will be sold in the public market. The aggregate net cash proceeds of these sales will be distributed ratably to the stockholders who would otherwise have been entitled to receive fractional shares. A copy of the press release issued by NOV on May 30, 2014 announcing completion of the Distribution is included with this report as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibit is provided as part of the information furnished under Item 8.01 of this Current Report:
| 99.1 | National Oilwell Varco, Inc. press release dated May 30, 2014 |
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.
| Date: May 30, 2014 | NATIONAL OILWELL VARCO, INC. | |||||
| /s/ Brigitte Hunt | ||||||
| Brigitte Hunt | ||||||
| Vice President | ||||||
Index to Exhibits
| 99.1 | National Oilwell Varco, Inc. press release dated May 30, 2014 |
Exhibit 99.1
| NEWS | Contact: Jeremy Thigpen | |
| (713) 346-7301 |
FOR IMMEDIATE RELEASE
NATIONAL OILWELL VARCO, INC. ANNOUNCES COMPLETION OF SPINOFF OF NOW
INC.; RESIGNATION OF MERRILL A. “PETE” MILLER, JR. AND ELECTION OF CLAY C. WILLIAMS
HOUSTON, TX, MAY 30, 2014 — National Oilwell Varco, Inc. (NYSE: NOV) today announced that it has completed the spinoff to its stockholders of its distribution business as an independent public company, NOW Inc. (“NOW”).
“This action demonstrates National Oilwell Varco’s commitment to provide long-term value to our stockholders,” said the Company’s Chairman and CEO Clay C. Williams. “With its strong management team in place, NOW is well-positioned to be a successful independent company.”
NOW common stock will begin regular-way trading on the New York Stock Exchange under the ticker symbol “DNOW” on June 2, 2014.
NOV also announced today that Merrill A. “Pete” Miller, Jr. has stepped down as the Company’s Executive Chairman in order to become the Executive Chairman of NOW Inc. Clay C. Williams has been appointed Chairman of the Company’s Board of Directors effective immediately. Mr. Williams has served as a member of the Company’s Board of Directors since November 2013 and as the Company’s President and Chief Executive Officer since February 2014.
Clay C. Williams remarked, “I would like to personally thank Pete for his many years of extraordinary service and dedication to National Oilwell Varco. Pete has provided this company and its employees over 12 years of exceptional leadership and has, during that time, overseen almost unprecedented corporate growth. We will all miss Pete and we wish him and his family the absolute best.”
National Oilwell Varco is a worldwide leader in the design, manufacture and sale of equipment and components used in oil and gas drilling and production operations, and the provision of oilfield services to the upstream oil and gas industry.
Statements made in this press release that are forward-looking in nature are intended to be “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934 and may involve risks and uncertainties. These statements may differ materially from the actual future events or results. Readers are referred to documents filed by National Oilwell Varco with the Securities and Exchange Commission, including the Annual Report on Form 10-K, which identify significant risk factors which could cause actual results to differ from those contained in the forward-looking statements.
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