Post-effective Amendment to Registration Statement (pos Am)
04 Aprile 2016 - 12:05PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on April 1, 2016
Registration No. 333-160711
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
Form S-4
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CAMERON INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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3533
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76-0451843
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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5599 San Felipe, 16th Floor
Houston, Texas 77056
(713) 513-2000
(Address,
including zip code, and telephone number, including area code, of registrants principal executive offices)
Brad Eastman
General Counsel and Secretary
Cameron International Corporation
5599 San Felipe, 16th Floor
Houston, Texas 77056
(713) 513-2000
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
J. David Kirkland, Jr.
Tull R. Florey
Andrew J.
Ericksen
Baker Botts L.L.P.
910 Louisiana Street
Houston, Texas 77002
(713) 229-1234
Approximate
date of commencement of the proposed sale of the securities to the public:
Not Applicable.
If the securities being registered on this
Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.
¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, 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 post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, 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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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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DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-4 (File No. 333-160711), which was declared effective on
October 16, 2009 (the Registration Statement), of Cameron International Corporation (Cameron). The Registration Statement registered 26,799,566 shares of Cameron common stock, par value $0.01 per share that were issuable
pursuant to an Agreement and Plan of Merger dated June 1, 2009, whereby a wholly owned subsidiary of Cameron merged with and into NATCO Group Inc., with NATCO being the surviving company in the merger. The merger agreement and the exchange ratio are
more specifically described in the Registration Statement.
On April 1, 2016, Rain Merger Sub LLC, a Delaware limited liability company
and an indirect wholly owned subsidiary of Schlumberger N.V. (Schlumberger Limited) (Schlumberger), merged with and into Cameron, with Cameron as the surviving corporation (the Merger). As a result of the Merger, Cameron
became an indirect wholly owned subsidiary of Schlumberger. Cameron has terminated all offerings of its securities pursuant to its existing registration statements, including the Registration Statement.
In accordance with an undertaking made by Cameron in the Registration Statement to remove by means of a post-effective amendment any
securities that remain unsold at the termination of the offering, Cameron hereby deregisters any and all securities originally reserved for issuance and registered under the Registration Statement that remained unissued at the effective time of the
Merger.
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment to the
Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, Texas on April 1, 2016.
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CAMERON INTERNATIONAL CORPORATION
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By:
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/s/ Brad Eastman
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Brad Eastman
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General Counsel and Secretary
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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/ Simon Ayat
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Director
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April 1, 2016
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Simon Ayat
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/s/ Jean-Francois Poupeau
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Director
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April 1, 2016
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Jean-Francois Poupeau
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/s/ R. Scott Rowe
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Director
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April 1, 2016
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R. Scott Rowe
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3
Grafico Azioni Cooper Cameron (NYSE:CAM)
Storico
Da Dic 2024 a Gen 2025
Grafico Azioni Cooper Cameron (NYSE:CAM)
Storico
Da Gen 2024 a Gen 2025