As filed with the Securities and Exchange Commission on May 20, 2020
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
|
|
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 Registrants 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, a non-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 Rule 12b-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.
|