As filed with the Securities and Exchange Commission on May 20, 2020
RegistrationNo. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FormS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NATIONAL OILWELL VARCO, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 76-0475815 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
7909 Parkwood Circle Drive
Houston, Texas 77036-6565
(713)346-7500
(Address, Including Zip Code, and Telephone Number, including
Area Code, of Registrant’s Principal Executive Offices)
National Oilwell Varco, Inc. 2018 Long-Term Incentive Plan
(Full Title of the Plan)
Jose A. Bayardo
Senior Vice President and Chief Financial Officer
7909 Parkwood Circle Drive
Houston, Texas 77036-6565
(713)346-7500
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Copies to:
Eric Johnson
Winston & Strawn LLP
800 Capital Street, Suite 2400
Houston, Texas 77002
(713)651-2647
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered | Amount to be Registered(1) | Proposed Maximum Offering Price per Share(2) | Proposed Maximum Aggregate Offering Price(2) | Amount of Registration Fee | ||||
Common Stock, par value $0.01 | 22,500,000 | $11.27 | $253,575,000 | $32,914.04 |
| (1) | The shares of common stock being registered hereby consist of an additional 22,500,000 shares that may be issued under the National Oilwell Varco Inc. 2018 Long-Term Incentive Plan. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, the number of shares of common stock registered hereby is subject to adjustment to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
| (2) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended, using the average of the high and low prices of the Common Stock on the New York Stock Exchange on May 14, 2020. |
INCORPORATION OF PRIOR REGISTRATION STATEMENT BY REFERENCE
Pursuant to General Instruction E to FormS-8, National Oilwell Varco, Inc. (the “Company”) hereby incorporates by reference into this Registration Statement the contents of the FormS-8 Registration Statement filed by the Company onMay 11, 2018 (FileNo. 333-224892), except to the extent otherwise updated or modified by this Registration Statement. The additional 22,500,000 shares of common stock that are the subject of this Registration Statement relate to the amendments to the Company’s 2018 Long-Term Incentive Plan to increase the number of authorized shares available for issuance under the plan. The amendments were approved by the Company’s stockholders at the Company’s annual meeting held on May 20, 2020.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of FormS-8 is not being filed with or included in this FormS-8 (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) but will be sent or given to participants as specified by Rule 428(b)(1) promulgated under the Securities Act of 1933 as amended (the “Securities Act”).
PART II
INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, the following documents, which previously have been filed by the Company with the Commission, are incorporated herein by reference and made a part hereof:
A. The Company’s Annual Report onForm10-K for the fiscal year ended December 31, 2019, filed with the Commission on February 13, 2020;
B. The Company’s Quarterly Report onForm10-Q for the quarterly period ended March 31, 2020, filed with the Commission on April 28, 2020; and
C. The description of the Company’s Common Stock contained in the Registration Statement onForm8-A filed by the Company with the Commission on October 15, 1996 to register such securities under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (excluding any information deemed furnished and not filed pursuant to Item 2.02 or Item 7.01 of any current report on Form8-K) subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold, or which deregisters all securities then remaining unsold, shall be deemed to be incorporated in this Registration Statement by reference and to be a part hereof from the date of filing of such documents.
Any statement contained in this Registration Statement, in an amendment hereto, or in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed amendment to this Registration Statement or in any document that also is incorporated by reference herein modifies or supersedes such statement.
| Item 8. | Exhibits. |
See Index to Exhibits, which is incorporated into this item by reference.
INDEX TO EXHIBITS
| * | Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on this 20th day of May, 2020.
NATIONAL OILWELL VARCO, INC. | ||
By: | /s/ CLAY C. WILLIAMS | |
| Clay C. Williams | ||
| Chairman, President and Chief Executive Officer | ||
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below, hereby constitutes and appoints Clay C. Williams and Jose A. Bayardo and each of them, either one of whom may act without joinder of the other, his or her true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or allpre- and post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto saidattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, and each of them, or the substitute or substitutes of any or all of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 20, 2020.
Signature | Title | |
/s/ Clay C. Williams Clay C. Williams | Chairman, President and Chief Executive Officer | |
/s/ Jose A. Bayardo Jose A. Bayardo | Chief Financial Officer and Senior Vice President | |
/s/ Scott K. Duff Scott K. Duff | Chief Accounting Officer, Vice President and Controller | |
/s/ Greg L. Armstrong Greg L. Armstrong | Director | |
/s/ Marcela E. Donadio Marcela E. Donadio | Director | |
/s/ Ben A. Guill Ben A. Guill | Director | |
/s/ James T. Hackett James T. Hackett | Director | |
/s/ David D. Harrison David D. Harrison | Director | |
/s/ Eric L. Mattson Eric L. Mattson | Director | |
/s/ Melody B. Meyer Melody B. Meyer | Director | |
/s/ William R. Thomas William R. Thomas | Director | |
