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
FEBRUARY 28, 2005
DATE OF REPORT
(Date of earliest event reported)
SMITH INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 1-8514 95-3822631
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
411 N. SAM HOUSTON PARKWAY, SUITE 600
HOUSTON, TEXAS
(Address of principal executive offices)
77060
(Zip Code)
(281) 443-3370
(Registrant's telephone number, including area code)
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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On February 28, 2005, Smith International, Inc. (the "Company") entered
into an employment agreement with Roger A. Brown, President of Smith
Technologies, a business unit of the Company. The material terms of this
agreement are described in Item 5.02, below.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
Effective May 15, 2005, Roger A. Brown, currently President of Smith
Technologies and a principal operating officer of the Company, will leave that
position and assume new responsibilities as the Company's Vice President for
Strategic Initiatives. Mike Pearce, currently Vice President of Sales for Smith
Technologies, will become the President of Smith Technologies and a principal
operating officer of the Company at that time. Both individuals will report to
Doug Rock, Chairman and Chief Executive Officer of the Company.
On February 28, 2005, the Company signed an employment agreement
("Agreement") with Mr. Brown for a period of two years, effective as of May 15,
2005. The Agreement provides for an annual base salary of $150,000, subject to
adjustment, and for eligibility to participate in all Company benefit plans. The
Agreement may be terminated by either party with 30 days written notice.
Mr. Pearce, 57, joined the Company in 1995 as Vice President of Sales for
GeoDiamond. In 1998, GeoDiamond was merged with the Company's three-cone bit
operations, and Mr. Pearce became Vice President of Sales for the combined
operations. Prior to joining the Company, Mr. Pearce was Vice President and
General Manager of Western Hemisphere operations for Hycalog, a business unit of
Camco International, Inc., prior to its acquisition by Schlumberger Ltd.
There is no employment agreement between the Company and Mr. Pearce at the
time of this report. Any terms of employment will be filed under an amended
report on Form 8-K/A when determined.
A copy of the press release dated February 28, 2005, announcing Mr.
Brown's change of position and related employment agreement are attached hereto
as Exhibits 99.1 and 99.2, respectively, to this report on Form 8-K, and are
incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits. The exhibits below are being filed with this Form 8-K.
99.1 Press Release dated February 28, 2005 with respect to Mr. Brown's
change of position.
99.2 Employment agreement between the Company and Mr. Brown.
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.
SMITH INTERNATIONAL, INC.
Date: March 3, 2005 /s/ NEAL S. SUTTON
---------------------------------------
By: Neal S. Sutton
Senior Vice President - Administration,
General Counsel and Secretary
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Press Release by the Registrant dated February 28, 2005.
99.2 Employment Agreement between the Company and Mr. Brown.