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): October 22, 2009
SMITH INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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1-8514
(Commission
File Number)
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95-3822631
(IRS Employer
Identification No.) |
1310 Rankin Road, Houston, Texas 77073
(Address of principal executive offices) (Zip Code)
(281) 433-3370
(Registrant’s telephone number, including area code)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 1.01 |
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Entry into a Material Definitive Agreement. |
As discussed below in Item 5.02, Duane C. Radtke was appointed as a non-employee director of
Smith International, Inc. (the “Company”) on October 22, 2009. Upon such appointment, the Company
entered into a standard form of indemnity agreement with Mr. Radtke. The form of indemnity
agreement was approved by the Company’s Board of Directors, effective as of February 28, 2007, for
non-employee directors of the Company. The agreement requires us to indemnify each non-employee
director and to advance expenses on behalf of each such director to the fullest extent permitted by
applicable law. The agreement is in addition to any other rights the non-employee director may be
entitled to under the Company’s Restated Certificate of Incorporation, as amended from time to
time, Restated Bylaws, as amended from time to time, and applicable law.
A copy of the form of indemnity agreement for directors was attached to our Form 10-K for the
year ended December 31, 2006 and is incorporated herein by reference.
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| Item 5.02. |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 22, 2009, Duane C. Radtke was appointed to the Board of Directors of the Company to
serve a term beginning on October 22, 2009 and ending on the date of the Company’s Annual Meeting
of Stockholders in 2010.
Mr. Radtke currently serves as the President and CEO of Valiant Exploration LLC and as the
Non-Executive Chairman of NFR Energy LLC, a position he has held since August 2009. Mr. Radtke has
served on the board of NFR Energy since June 2008. From April 2001 until December 2007, Mr. Radtke
served as the President and CEO of Dominion Exploration and Production (“Dominion E&P”) and
Executive Vice President of Dominion Resources, the parent company of Dominion E&P.
Mr. Radtke is not a party to any arrangement or understanding with any person pursuant to
which he was selected as a director, nor is he a party to any transaction, or series of
transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Radtke will
participate in the Company’s standard non-employee director compensation program which is described
in the Company’s 2009 Proxy Statement.
A copy of the press release dated October 26, 2009, announcing the appointment of Mr. Radtke
to the Company’s Board of Directors is attached hereto as Exhibit 99.1 to this report on Form 8-K.
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| Item 9.01 |
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Financial Statements and Exhibits. |
(d) Exhibits
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| Exhibit Number |
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Description |
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10.1 |
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Form of Director Indemnification Agreement as of February
28, 2007. Filed as Exhibit 10.28 to the Company’s Report
on Form 10-K for the year ended December 31, 2006 and
incorporated herein by reference. |
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99.1 |
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Press Release dated October 26, 2009 with respect to the
Company’s appointment of Mr. Duane C. Radtke to the
Company’s Board of Directors. |