form8k.htm
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
Date of
report (Date of earliest event reported): November 18,
2009
CAMERON
INTERNATIONAL CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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1-13884
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76-0451843
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1333
West Loop South, Suite 1700
Houston,
TX
(Address
of principal executive offices)
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77027
(Zip
Code)
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(713)
513-3300
(Registrant’s
telephone number, including area code)
(Not
Applicable)
(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 (see General Instruction A.2 below):
o 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))
Item
2.01. Completion of Acquisition or Disposition of Assets.
Cameron
International Corporation (the “Company”) announced on November 18, 2009 the
completion of its acquisition of NATCO Group, Inc. (“NATCO”) under the terms of
its Agreement and Plan of Merger dated as of June 1, 2009, as amended (the
“Merger Agreement”), by and among the Company, NATCO, and Octane Acquisition
Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company
(“Merger Sub”). With the closing of the merger transaction, each issued and
outstanding share of NATCO common stock was converted into the right to receive
1.185 shares of common stock of the Company. Under the terms of the merger
agreement, Merger Sub merged with and into NATCO. The Company completed the
merger transaction following approval of the merger by the stockholders of NATCO
on November 18, 2009.
As a
result of the merger transaction, the Company issued approximately 23.7 million
shares of its common stock. Pursuant to the terms of the merger
agreement, at the effective time of the merger, each option to purchase shares
of common stock of NATCO, whether vested or unvested, outstanding immediately
prior to the effective time of the merger was assumed by the Company and
converted into an option to acquire shares of common stock of the
Company.
Each
NATCO stock option that was issued under the NATCO incentive plans and
outstanding immediately prior to the effective time was converted into an option
to purchase shares of the Company’s common stock and was assumed by the Company.
Each NATCO stock option so converted and assumed continues to be subject to the
same terms and conditions set forth in the applicable NATCO incentive plan and
option agreement immediately prior to the effective time, except as set forth in
the Merger Agreement as to vesting. Each share of NATCO common stock
that is subject to a restriction or other condition under the NATCO incentive
plans that is outstanding immediately prior to the effective time will, at the
effective time, be immediately vested and become free of such restrictions or
conditions and automatically converted into the Company’s common stock and cash
in lieu of fractional shares in the same manner as each outstanding share of
NATCO common stock that is not subject to any such restrictions or conditions,
except that NATCO restricted common stock granted between signing of the merger
agreement and the effective time will continue to be subject to such restriction
or condition in accordance with the agreement and the NATCO incentive equity
plan under which they were awarded.
A copy of
the Company’s press release dated November 18, 2009 announcing, among other
things, the consummation of the merger is filed hereto as Exhibit 99.1 and
incorporated by reference herein.
Item
9.01. Financial Statements and Exhibits.
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Exhibit Number
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Description of Exhibit
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99.1
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Press
Release, dated November 18,
2009.
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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 hereunto
duly authorized.
Date: November
18, 2009
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CAMERON
INTERNATIONAL CORPORATION
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/s/ William
C. Lemmer
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Name: William
C. Lemmer
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Title: Senior
Vice President and General
Counsel
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INDEX
TO EXHIBITS
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Exhibit Number
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Description of Exhibit
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Press
Release, dated November 18, 2009.
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