-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QqB08ufrMmkxDi7zAWIh1VAd6WuctO0lRMVyDtkG1VODoYe7gK9MpcCn1mCnbxxS 24nF65BmfZx258Oz2uSgoQ== 0000899243-01-501462.txt : 20010906 0000899243-01-501462.hdr.sgml : 20010906 ACCESSION NUMBER: 0000899243-01-501462 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010905 EFFECTIVENESS DATE: 20010905 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRIL-QUIP INC CENTRAL INDEX KEY: 0001042893 STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [3533] IRS NUMBER: 742162088 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-68976 FILM NUMBER: 1731459 BUSINESS ADDRESS: STREET 1: 13550 HEMPSTEAD HIGHWAY CITY: HOUSTON STATE: TX ZIP: 77040 BUSINESS PHONE: 7139397711 MAIL ADDRESS: STREET 1: 180 EAST FIFTH STREET CITY: HOUSTON STATE: TX ZIP: 77040 S-8 1 ds8.txt FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 5, 2001 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ________________ DRIL-QUIP, INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 74-2162088 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 13550 HEMPSTEAD HIGHWAY 77040 HOUSTON, TEXAS (Zip Code) (Address of Principal Executive Offices) - -------------------------------------------------------------------------------- 1997 INCENTIVE PLAN OF DRIL-QUIP, INC. (Full title of the plan) - -------------------------------------------------------------------------------- LARRY E. REIMERT 13550 HEMPSTEAD HIGHWAY HOUSTON, TEXAS 77040 (Name and Address of Agent for Service) (713) 939-7711 Telephone Number, Including Area Code, of Agent for Service copy to: WALTER J. SMITH BAKER & BOTTS, L.L.P. 3000 ONE SHELL PLAZA HOUSTON, TEXAS 77002-4995
CALCULATION OF REGISTRATION FEE ==================================================================================================================================== Title of Amount Proposed Maximum Proposed Maximum Amount of Securities to be to be Offering Price Per Aggregate Offering Registration Registered Registered Share (2) Price (2) Fee - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock, par value $0.01 per share (1)......... 700,000 $17.05 $11,935,000 $2,984 ====================================================================================================================================
(1) Includes rights to purchase preferred stock associated with the shares of common stock being registered hereby. No separate consideration is payable for the rights to purchase preferred stock. The registration fee for these securities is included in the fee for the common stock. (2) Estimated in accordance with Rule 457(c) and (h) solely for the purpose of calculating the registration fee and based upon the average of the high and low sales price reported on the New York Stock Exchange on August 30, 2001. ================================================================================ This Registration Statement is being filed pursuant to General Instruction E of Form S-8 under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-8 (Registration No. 333-47453) filed by Dril-Quip, Inc., a Delaware corporation, with the Securities and Exchange Commission on March 6, 1998 are incorporated herein by reference. The following documents are filed as a part of this registration statement or incorporated by reference herein:
Exhibit No. Description - ---------- ----------- *4.5 -- 1997 Incentive Plan of Dril-Quip, Inc. (as amended March 16, 2001) (Incorporated herein by reference to Appendix B to the Company's Definitive Proxy Statement dated March 8, 2001, for the Annual Meeting of the Stockholders on May 10, 2001 (SEC File No. 1-13439)). *4.6 -- Rights Agreement between the Company and ChaseMellon Shareholder Services, L.L.C., as rights agent (Incorporated herein by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-1 (Registration No. 333-33447)). 5 -- Opinion of Baker Botts, L.L.P. 23.1 -- Consent of Baker Botts L.L.P. (included in Exhibit 5). 23.2 -- Consent of Ernst & Young LLP. 24 -- Powers of Attorney (included on the signature page of this Registration Statement).
* Incorporated herein by reference as indicated. 1 SIGNATURES 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-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 31st day of August, 2001. DRIL-QUIP, INC. By: /s/ J. MIKE WALKER -------------------------------- J. Mike Walker Co-Chairman of the Board POWER OF ATTORNEY Each person whose signature appears below appoints J. Mike Walker, Gary D. Smith and Larry E. Reimert, and each of them, each of whom may act without the joinder of the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement and any registration statement for the same employee benefit plan filed pursuant to General Instruction E of Form S-8, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on the 31st day of August, 2001.
Signature Title --------- ----- /s/ LARRY E. REIMERT Co-Chairman of the Board and Director - ---------------------------------------------------------------- (Co-Principal Executive Officer and Larry E. Reimert Principal Financial Officer) /s/ GARY D. SMITH Co-Chairman of the Board - ---------------------------------------------------------------- (Co-Principal Executive Officer) Gary D. Smith /s/ J. MIKE WALKER Co-Chairman of the Board - ---------------------------------------------------------------- (Co-Principal Executive Officer) J. Mike Walker /s/ JERRY M. BROOKS Chief Financial Officer - ---------------------------------------------------------------- (Principal Accounting Officer) Jerry M. Brooks /s/ GARY W. LOVELESS Director - ---------------------------------------------------------------- Gary W. Loveless /s/ JAMES M. ALEXANDER Director - ---------------------------------------------------------------- James M. Alexander /s/ GARY L. STONE Director - ---------------------------------------------------------------- Gary L. Stone
2 EXHIBIT INDEX
Exhibit No. Description - ---------- ----------- *4.5 -- 1997 Incentive Plan of Dril-Quip, Inc. (as amended March 16, 2001) (Incorporated herein by reference to Appendix B to the Company's Definitive Proxy Statement dated March 8, 2001, for the Annual Meeting of the Stockholders on May 10, 2001 (SEC File No. 1-13439)). *4.6 -- Rights Agreement between the Company and ChaseMellon Shareholder Services, L.L.C., as rights agent (Incorporated herein by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-1 (Registration No. 333-33447)). 5 -- Opinion of Baker Botts L.L.P. 23.1 -- Consent of Baker Botts L.L.P. (included in Exhibit 5). 23.2 -- Consent of Ernst & Young LLP. 24 -- Powers of Attorney (included on the signature page of this Registration Statement). - ---------------------------------------------------------------------------------------------------------------------------
* Incorporated herein by reference as indicated. 3 EX-5 3 dex5.txt OPINION EXHIBIT 5 [Letterhead of Baker Botts L.L.P.] September 5, 2001 Dril-Quip, Inc. 13550 Hempstead Highway Houston, Texas 77040 Ladies and Gentlemen: As set forth in the Registration Statement on Form S-8 (the "Registration Statement") to be filed by Drip-Quip, Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to 700,000 shares (the "Shares") of common stock, par value $0.01 per share, of the Company (the "Common Stock") and associated rights to purchase Series A Preferred Stock, par value $0.01 per share, of the Company (the "Rights"), which may be offered and sold from time to time pursuant to the 1997 Incentive Plan of Dril-Quip, Inc. (as amended March 16, 2001) (as amended, the "Plan"), certain legal matters in connection with the Shares subject to original issuance by the Company and the Rights associated therewith are being passed upon for you by us. At your request, this opinion is being furnished to you for filing as Exhibit 5 to the Registration Statement. In our capacity as your counsel in the connection referred to above, we have examined the Company's Restated Certificate of Incorporation and Bylaws, each as amended to date, and the Rights Agreement, dated as of October 17, 1997, between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Rights Agreement"), and have examined originals, or copies certified or otherwise identified, of corporate records of the Company, including minute books of the Company as furnished to us by the Company, certificates of public officials and of representatives of the Company, statutes and other instruments or documents, as a basis for the opinions hereinafter expressed. In giving such opinions, we have relied upon certificates of officers of the Company with respect to the accuracy of the material factual matters contained in such certificates. We have assumed that all signatures on all documents examined by us are genuine, that all documents submitted to us as originals are accurate and complete, that all documents submitted to us as copies are true and correct copies of the originals thereof and that all information submitted to us was accurate and complete. On the basis of the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that: 1. The Company is a corporation duly incorporated and validly existing in good standing under the laws of the State of Delaware. 2. In the case of Shares originally issued by the Company pursuant to the provisions of the Plan following due authorization of a particular award thereunder by a duly constituted and acting committee of the Board of Directors of the Company as provided in and in accordance with the Plan, the Shares issuable pursuant to such award will have been duly authorized by all necessary corporate action on the part of the Company. Upon issuance and delivery of such Shares from time to time pursuant to the terms of such award for the consideration established pursuant to the terms of the Plan and otherwise in accordance with the terms and conditions of such award, including, if applicable, the lapse of any restrictions relating thereto, the satisfaction of any performance conditions associated therewith and any requisite determinations by or pursuant to the authority of a duly constituted and acting committee of the Board of Directors as provided therein, and, in the case of stock options, the exercise price thereof and payment for such Shares as provided therein, such Shares will be validly issued, fully paid and nonassessable. 3. The issuance of the Rights associated with the Shares referred to in paragraph 2 above has been duly authorized by all requisite corporate action on the part of the Company and, upon issuance from time to time in connection with the issuance of the associated Shares as provided in paragraph 2 above and in accordance with the terms of the Rights Agreement, the Rights associated with such Shares will be validly issued. The opinion set forth in paragraph 3 above is limited to the valid issuance of the Rights under the General Corporation Law of the State of Delaware. In this connection, we do not express any opinion herein on any other aspect of the Rights, the effect of any equitable principles or fiduciary considerations relating to the adoption of the Rights Agreement or the issuance of the Rights, the enforceability of any particular provisions of the Rights Agreement, or the provisions of the Rights Agreement which discriminate or create unequal voting power among stockholders. This opinion is limited to the original issuance of Shares and Rights by the Company and does not cover shares of Common Stock and related Rights delivered by the Company out of shares and related Rights reacquired by it. We are members of the Texas Bar and the opinions set forth above are limited in all respects to the laws of the State of Texas as in effect on the date hereof. Very truly yours, BAKER BOTTS L.L.P. EX-23.2 4 dex232.txt CONSENT EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 1997 Incentive Plan of Dril-Quip, Inc., of our report dated February 22, 2001, with respect to the consolidated financial statements of Dril-Quip, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2000, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Houston, Texas September 4, 2001 -----END PRIVACY-ENHANCED MESSAGE-----