AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 5, 2001
REGISTRATION NO. 333-
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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)
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1997 INCENTIVE PLAN OF DRIL-QUIP, INC.
(Full title of the plan)
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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
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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
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Common Stock, par value
$0.01 per share (1)......... 700,000 $17.05 $11,935,000 $2,984
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(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.
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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
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*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.
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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
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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
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/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
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Gary W. Loveless
/s/ JAMES M. ALEXANDER Director
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James M. Alexander
/s/ GARY L. STONE Director
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Gary L. Stone
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EXHIBIT INDEX
Exhibit
No. Description
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*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).
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* Incorporated herein by reference as indicated.
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