- Post-effective Amendment to an automatic shelf registration of Form S-3ASR or Form F-3ASR (POSASR)
August 27 2010 - 5:09PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on August 27, 2010
Registration No. 333-153631
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SMITH
INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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95-3822631
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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5599 San Felipe, 17th Floor
Houston, Texas 77056
(713) 513-2000
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Francesca Maestroni
General Counsel
5599 San Felipe, 17th Floor
Houston, Texas 77056
(713) 513-2000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
J. David Kirkland, Jr.
M. Breen Haire
Baker Botts L.L.P.
One Shell Plaza
910 Louisiana Street
Houston, Texas 77002
(713) 229-1234
Approximate
date of commencement of proposed sale to the public:
Not applicable.
If the only securities being registered on this Form
are being offered pursuant to dividend or interest reinvestment plans, please check the following box.
¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.
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If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering.
¨
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
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If this Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
x
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
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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.
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Large accelerated filer
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x
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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REMOVAL OF SECURITIES FROM REGISTRATION
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-3 filed on September 23, 2008 (Registration No.
333-153631) (the Registration Statement), of Smith International, Inc. (Smith), which was deemed effective upon filing. The Registration Statement registered an indeterminate number of Smith debt securities, common stock and
units (collectively, the Securities). On August 27, 2010, Turnberry Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Schlumberger Limited, merged with and into Smith, with Smith as the surviving corporation (the
Merger). As a result of the Merger, Smith became a wholly owned subsidiary of Schlumberger Limited. Smith has terminated all offerings of its securities pursuant to its existing registration statements, including the Registration
Statement.
In accordance with the undertaking of Smith in the Registration Statement, this Post-Effective Amendment is being
filed to remove from registration the Securities not heretofore sold pursuant to the Registration Statement. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such Securities.
2
SIGNATURE
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-3, and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the
State of Texas, on August 27, 2010.
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SMITH INTERNATIONAL, INC.
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By:
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S
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RANCESCA
M
AESTRONI
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Francesca Maestroni
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General Counsel
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Pursuant to the requirements of the Securities Act of 1933, as amended, this post-effective amendment has been signed by the following
persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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S
/ B
RYAN
D
UDMAN
Bryan Dudman
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Director
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August 27, 2010
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S
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IMON
F
ARRANT
Simon Farrant
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Director
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August 27, 2010
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S
/ D
OUGLAS
P
FERDEHIRT
Douglas Pferdehirt
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Director
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August 27, 2010
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3
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