CAM Cameron International Corp.

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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

Cameron International Corporation

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(Exact Name of Registrant as Specified in its Charter)

 

Not Applicable

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(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))

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On March 1, 2016, Cameron International Corporation (the "Company") sent a notice to its directors and executive officers notifying them that the Cameron International Corporation Retirement Savings Plan and the OneSubsea Retirement Savings Plan (the "401(k) Plans") will be entering a blackout period due to the conversion of Cameron common stock to Schlumberger common stock as a result of the merger among Schlumberger Holdings Corporation, an indirect wholly-owned subsidiary of Schlumberger Limited, Rain Merger Sub LLC, a direct wholly-owned subsidiary of Schlumberger Holdings Corporation, Schlumberger Limited (Schlumberger N.V.) ("Schlumberger") and Cameron International Corporation. As a result of the conversion, there will be a period of time when certain participants in the 401(k) Plans will be unable to access their accounts to direct or diversify their investments or obtain a loan or distribution from the 401(k) Plans. The blackout period restricts directors and executive officers from, directly or indirectly, acquiring or disposing of any employer securities acquired in connection with service or employment as a director or executive officer, including trades by family members and others closely related.

The Company provided the notice of the blackout period to the directors and executive officers (the "Notice") in accordance with Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR.  The Notice stated that the blackout period would begin on March 8, 2016 and end March 17, 2016.  The actual blackout period may vary depending on when the Schlumberger/Cameron transaction closes.  The blackout period may be extended if needed, in which case an updated notice will be given to the directors and executive officers.

During the blackout period and for a period of two years after the ending date of the blackout period, holders of the Company's common stock and other interested parties may obtain, without charge, the actual beginning and ending dates of the blackout period by sending a written request to Cameron International Corporation, Attention: Human Resources, 1333 West Loop South, Suite 1700, Houston, Texas 77027 or by calling (713) 513-3300.

A copy of the Notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

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SIGNATURE

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 thereunto duly authorized.

Date:          March 2, 2016

Exhibit 99.1

IMPORTANT NOTICE REGARDING BLACKOUT PERIOD AND

RESTRICTIONS ON YOUR RIGHTS TO TRADE

CAMERON INTERNATIONAL CORPORATION COMMON STOCK DURING THE BLACKOUT PERIOD

The purpose of this notice is to inform you that the Cameron International Corporation Retirement Savings Plan and the OneSubsea Retirement Savings Plan (the "401(k) Plans") will be entering a blackout period due to the conversion of Cameron common stock to Schlumberger common stock as a result of the merger among Schlumberger Holdings Corporation, an indirect wholly-owned subsidiary of Schlumberger Limited, Rain Merger Sub LLC, a direct wholly-owned subsidiary of Schlumberger Holdings Corporation, Schlumberger Limited (Schlumberger N.V.) ("Schlumberger") and Cameron International Corporation. As a result of this conversion, there will be a period of time when participants in the 401(k) Plans will be unable to access their accounts to direct or diversify their investments under the 401(k) Plans, including investments in Cameron International Corporation common stock ("Cameron Stock"), or obtain a loan or distribution from the 401(k) Plans. As a director or executive officer of Cameron International Corporation (the "Company"), this blackout of the 401(k) Plans has a direct impact on your ability to trade Cameron Stock regardless of whether or not you participate in the 401(k) Plans or invest in Cameron Stock under the 401(k) Plans.

Under Securities and Exchange Commission (SEC) rules published pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002, a director or executive officer generally may not exercise stock options or trade employer securities (including derivative securities such as stock options, restricted stock units, deferred stock units and phantom stock) that were acquired in connection with his or her service as a director or executive officer during a blackout period even if held outside the 401(k) Plans.  This includes discretionary transactions under the Company's Nonqualified Deferred Compensation Plan and the Deferred Compensation Plan for Non-Employee Directors.  Further, this restriction applies to both direct and indirect acquisitions and dispositions of any employer securities in which you have a pecuniary interest, including trades by family members and others closely related to you.

All shares of Cameron Stock held by you will be presumed to be acquired in connection with your service as a director or executive officer, and, thus, subject to the trading restrictions, unless you can establish by specific identification that the stock was not acquired in connection with your service and this identification is consistent with the treatment of the stock for all other purposes related to the transaction (e.g., for tax purposes). The SEC rules provide a limited number of exemptions from the trading restrictions. If you would like more information regarding these exemptions, please call me at (713) 513-3322 or William C. Lemmer at 713-513-3360.

Violations of the trading restrictions will allow an issuer or a security holder acting on behalf of an issuer to bring an action to recover the profits realized by the director or executive officer. In addition, the SEC may bring an action, including civil injunction proceedings, cease-and-desist actions, civil penalties and all other remedies available to the SEC under the Exchange Act, including, in some cases, criminal penalties.

Key Dates for Prohibition from Trading in Cameron International Corporation Common Stock:

 

The actual blackout period may vary depending on when the Schlumberger/Cameron transaction closes. During these weeks, you can determine whether the blackout period has started or ended by contacting Erin Cartwright at Cameron at (713) 300-8706 or T. Rowe Price on-line at www.rps.troweprice.com or by calling 1-800-922-9945.  While we anticipate a smooth transition, you will be notified in the unlikely event that an extension of the blackout is needed. Please contact me directly at (713) 513-3322 with any questions you may have regarding this notice and to pre-clear any trades in Cameron Stock.

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