As filed with the Securities and Exchange Commission on June 27, 2006
Registration No. 333-77641
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CAMERON INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
| | | |
| Delaware | | 76-0451843 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification No.) |
| | | |
| 1333 West Loop South, Suite 1700 | | |
| Houston, Texas | | 77027 |
| (Address of Principal Executive Offices) | | (Zip Code) |
COOPER CAMERON CORPORATION SAVINGS INVESTMENT
PLAN FOR HOURLY EMPLOYEES
(Full title of the plan)
William C. Lemmer
Vice President, General Counsel and Secretary
Cameron International Corporation
1333 West Loop South, Suite 1700
Houston, Texas 77027
(Name and address of agent for service)
(713) 513-3300
(Telephone number, including area code, of agent for service)
TABLE OF CONTENTS
POST-EFFECTIVE AMENDMENT NO. 1
Cameron International Corporation (the “Registrant”) is filing this post-effective amendment to the Cooper Cameron Corporation Savings Investment Plan for Hourly Employees, on Registration Statement No. 333-77641 filed on May 4, 1999, with the Securities and Exchange Commission to deregister 8,000 shares of Common Stock (adjusted for the 2 for 1 stock split on December 15, 2005) previously registered on Registration Statement No. 333-77641.
POWER OF ATTORNEY
Each of the undersigned hereby appoints Sheldon R. Erikson and William C. Lemmer and each of them (with full power to act alone), as attorney and agents for the undersigned, with full power of substitution, for and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933 any and all amendments and exhibits to this Registration Statement and any and all applications, instruments and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite or desirable.
SIGNATURES
The Registrant.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 the City of Houston, State of Texas, on the 27th day of June, 2006.
| | | | | |
| | | CAMERON INTERNATIONAL CORPORATION |
| | | (Registrant) |
| | | | | |
| | | | | |
| | | /s/ Franklin Myers |
| | | | | |
| | | |
| | | By: | | Franklin Myers |
| | | | | Senior Vice President and |
| | | | | Chief Financial Officer |
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 the 27th day of June, 2006.
| | | |
| Signature | | Title |
| | | |
| /s/ Sheldon R. Erikson | | Director, Chairman, President & |
| | | |
| Sheldon R. Erikson | | Chief Executive Officer (principal
executive officer) |
| | | |
| /s/ Franklin Myers | | Senior Vice President & Chief |
| | | |
| Franklin Myers | | Financial Officer
(principal financial officer) |
| | | |
| /s/ Charles M. Sledge | | Vice President & Controller |
| | | |
| Charles M. Sledge | | (principal accounting officer) |
| | | |
| Nathan M. Avery * | | Director |
| | | |
| C. Baker Cunningham* | | Director |
| | | |
| Peter J. Fluor* | | Director |
| | | |
| Lamar Norsworthy* | | Director |
| | | |
| Michael E. Patrick* | | Director |
| | | |
| David Ross* | | Director |
| | | |
| Bruce W. Wilkinson* | | Director |
The Plan.Pursuant to the requirements of the Securities Act of 1933, the plan has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston and State of Texas on the 27th day of June, 2006.
| | | | | |
| | | COOPER CAMERON CORPORATION |
| | | SAVINGS INVESTMENT PLAN |
| | | | | |
| | | ADMINISTRATIVE COMMITTEE |
| | | | | |
| | | /s/ Franklin Myers |
| | | | | |
| | | |
| | | By: | | Franklin Myers, Chairman |
| | | | | |
| | | /s/ William C. Lemmer | | |
| *By: | | | | |
| | | | | |
| | | William C. Lemmer | | |
| | | Attorney-in-fact | | |
