NOV Inc. — Regulatory Filings 2009

May 19, 2009

S-8 1 h66784sv8.htm FORM S-8 sv8 PAGEBREAK

Table of Contents

As filed with the Securities and Exchange Commission on May 19, 2009

Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

NATIONAL OILWELL VARCO, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 76-0475815 (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 Long-Term Incentive Plan (Full Title of the Plan)

Clay C. Williams Executive 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)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ Accelerated filer o Non-accelerated filer o Smaller reporting company o

(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Each Class of	Amount to	Proposed Maximum — Offering Price	Proposed Maximum — Aggregate	Amount of
Securities to be Registered	be Registered (1)(2)	per Share (2)	Offering Price (2)	Registration Fee
Common Stock, par value $0.01	10,500,000	$34.21	$359,205,000	$20,043.64

(1) The shares of common stock being registered hereby consist of an additional 10,500,000 shares that may be issued under the National Oilwell Varco 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 Rule 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 13, 2009.

PAGEBREAK

TOC

TABLE OF CONTENTS

PART I
PART II
Item 3. Incorporation of Documents by Reference .
Item 8. Exhibits .
SIGNATURES
POWER OF ATTORNEY
INDEX TO EXHIBITS
EX-5.1
EX-23.1

/TOC

Table of Contents

INCORPORATION OF PRIOR REGISTRATION STATEMENT BY REFERENCE

Pursuant to General Instruction E to Form S-8, National Oilwell Varco, Inc. (the “Company”) hereby incorporates by reference into this Registration Statement the contents of the Form S-8 Registration Statement filed by the Company on March 14, 2005 (File No. 333-123310), except to the extent otherwise updated or modified by this Registration Statement. The additional 10,500,000 shares of common stock that are the subject of this Registration Statement relate to the amendment to the Company’s Long-Term Incentive Plan to increase the number of authorized shares available for issuance under the plan. The amendment was approved by the Company’s stockholders at the Company’s annual meeting held on May 13, 2009.

link1 "PART I"

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information called for in Part I of Form S-8 is not being filed with or included in this Form S-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”). link1 "PART II"

PART II

INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT

link2 "Item 3. Incorporation of Documents by Reference."

Item 3. Incorporation of Documents by Reference .

The following documents filed with the Commission by the Company are incorporated as of their respective dates in this Registration Statement by reference:

A. The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed with the Commission on March 2, 2009;

B. The Company’s Current Report on Form 8-K filed with the Commission on April 28, 2009;

C. The Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009, filed with the Commission on May 6, 2009; and

D. The description of the Company’s Common Stock contained in the Registration Statement on Form 8-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 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 which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold are incorporated by reference in this Registration Statement and are a part hereof from the date of filing such documents. A report on Form 8-K furnished to the Commission shall not be incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be 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 other subsequently filed document which also is or is deemed to be 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 of this Registration Statement.

PAGEBREAK

Table of Contents

link2 "Item 8. Exhibits."

Item 8. Exhibits .

See Index to Exhibits on page 5.

2

PAGEBREAK

Table of Contents

link1 "SIGNATURES"

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 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 this 19 th day of May, 2009.

National Oilwell Varco, Inc., a Delaware corporation

By:
Merrill A. Miller, Jr.
Chairman, President and Chief Executive Officer

3

PAGEBREAK

Table of Contents

link1 "POWER OF ATTORNEY"

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below, hereby constitutes and appoints Merrill A. Miller, Jr. and Clay C. Williams and each of them, either one of whom may act without joinder of the other, his or her true and lawful attorneys-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 all pre- 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 said attorneys-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 conforming all that said attorneys-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, this Registration Statement has been signed by the following persons in the capacities indicated on May 19, 2009.

Signature	Title
/s/ MERRILL A. MILLER, JR. Merrill A. Miller, Jr.	Chairman, President and Chief Executive Officer (Principal Executive Officer)
/s/ CLAY C. WILLIAMS Clay C. Williams	Executive Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ ROBERT W. BLANCHARD Robert W. Blanchard	Vice President, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer)
/s/ GREG L. ARMSTRONG Greg L. Armstrong	Director
/s/ ROBERT E. BEAUCHAMP Robert E. Beauchamp	Director
/s/ BEN A. GUILL Ben A. Guill	Director
/s/ DAVID D. HARRISON David D. Harrison	Director
/s/ ROGER L. JARVIS Roger L. Jarvis	Director
/s/ ERIC L. MATTSON Eric L. Mattson	Director
/s/ JEFFERY A. SMISEK Jeffery A. Smisek	Director

4

PAGEBREAK

Table of Contents

link1 "INDEX TO EXHIBITS"

INDEX TO EXHIBITS

Exhibit Number		Description
4.1	—	First Amendment to National
Oilwell Varco Long-Term Incentive Plan (incorporated by reference to Appendix I to the
Company’s Proxy Statement filed on April 1, 2009).
4.2	—	National Oilwell Varco
Long-Term Incentive Plan (incorporated by reference to Appendix II to the Company’s
Proxy Statement filed on April 1, 2009).
5.1*	—	Opinion of Locke Lord
Bissell & Liddell LLP as to the validity of
the securities being registered
23.1*	—	Consent of Ernst & Young LLP
23.2*	—	Consent of
Locke Lord
Bissell & Liddell LLP (included in Exhibit 5.1)
24.1*	—	Power of Attorney (set forth on the signature page
contained in Part II of this Registration Statement)

• Filed herewith

5