form8-ka.htm
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment
No. 1
to
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):
|
January
2, 2009
|
Cameron
International Corporation
______________________________________________
(Exact
Name of Registrant as Specified in its Charter)
Delaware
___________________
(State
or other
jurisdiction
of
incorporation)
|
1-13884
_________________
(Commission
File
Number)
|
76-0451843
___________________
(I.R.S.
Employer
Identification
No.)
|
1333
West Loop South, Suite 1700,
Houston,
Texas
________________________________________
|
77027
_______________
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
|
Registrant’s
telephone number, including area code:
|
(713)
513-3300
|
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:
[
] 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))
Explanatory
Note
This Form
8-K/A is filed as an amendment to the Current Report on Form 8-K filed by
Cameron International Corporation on January 5, 2009. This amendment
is being filed solely for the purpose of correcting the date shares will be
purchased by Lazard Capital Markets LLC to January 2, 2009 from January 2,
2008. No other changes were made to the text of the
filing.
On
December 17, 2008, Cameron International Corporation (the “Company”) entered
into a Rule 10b5-1 repurchase plan (“Plan”) with Lazard Capital Markets LLC,
effective January 2, 2009, under which Lazard will repurchase up
to 2,000,000 shares on behalf of the Company as part of the Company’s
previously announced stock repurchase program. The shares will be
purchased by Lazard during the period between January 2, 2009 and one day
following the release of the Company’s 4th Quarter earnings. The Plan
specifies the timing and market prices of the sales, subject to the terms and
conditions of the Plan, and is intended to comply with Rules 10b5-1 and 10b-18
of the Securities Exchange Act of 1934, as amended. Depending upon
prevailing market conditions and other factors, there can be no assurance that
all authorized shares will be purchased pursuant to the plan. To date, Lazard
has not purchased any shares under the Rule 10b5-1 repurchase plan. The
Rule 10b5-1 repurchase plan allows the Company to repurchase its shares during
periods when it would normally not be active in the market due to its internal
trading “blackout” period.
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 thereunto
duly authorized.
|
CAMERON
INTERNATIONAL CORPORATION
|
|
By: /s/ William
C. Lemmer
|
|
William
C. Lemmer
|
|
Senior
Vice President and General Counsel
|
Date: January 6, 2009