SMITH INTERNATIONAL, INC.
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
SEPTEMBER 8, 2004
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)
ITEM 8.01 OTHER EVENTS
On September 7, 2004 the Registrant issued a press release entitled
"Smith International, Inc. Provides Distribution Transaction Update." The text
of the press release is as follows:
SMITH INTERNATIONAL, INC. PROVIDES
DISTRIBUTION TRANSACTION UPDATE
HOUSTON, Texas (September 7, 2004)...Smith International, Inc. (NYSE:
SII) and CE Franklin Ltd. (AMEX: CFK; TSX: CFT) today announced updated timing
and revised transaction terms for the purchase of the Wilson distribution
operations.
The parties have agreed to increase the price used to calculate the
number of CE Franklin shares to be issued to approximate the September 1, 2004
closing price. Additionally, the parties have agreed to modify the transaction
terms to provide that certain consideration, which previously would have been
received by Smith in the form of CE Franklin shares, will now be realized by
Smith on a post-closing basis as specific assets are liquidated.
Under the terms of the revised transaction, CE Franklin would issue
approximately 54 million shares of common stock to Smith at closing and remit
certain contingent cash consideration after the closing in exchange for the
shares of Wilson International, Inc. Subsequent to the transaction, Smith's
ownership interest is expected to increase from the current 55 percent to 89
percent of the outstanding shares of CE Franklin. Smith's intention would be to
reduce its ownership interest back to the level currently held; however the
timing of such would be dependent on market conditions and other factors.
The proposed transaction is subject to the negotiation of a definitive
agreement, approval by the Board of Directors of both companies, applicable
regulatory approvals and the consent of a majority of CE Franklin minority
shareholders. CE Franklin expects to hold a special shareholders meeting on or
around October 28, 2004 and, if approved, the transaction is expected to close
shortly thereafter.
Smith International, Inc. is a leading worldwide supplier of premium
products and services to the oil and gas exploration and production industry,
the petrochemical industry and other industrial markets through its four
principal business units - M-I SWACO, Smith Technologies, Smith Services and
Wilson.
CE Franklin distributes products and related services to the Canadian
oil and gas industry, including projects involving drilling and completions,
production and maintenance and capital construction, and other resource based
industries. CE Franklin primarily serves customers through a network of 37
branches across Canada.
Certain comments contained in this news release constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995 and are subject to the safe harbor created by that
Act. Whenever possible, these "forward-looking" statements have been identified
by using words such as "would", "expected" and similar phrases. The
forward-looking statements are based upon managements' expectations and beliefs
and actual results could differ materially from those in these forward looking
statements. There can be no assurances that this transaction will ultimately be
consummated or, if consummated, that the expected results will be achieved.
Smith International assumes no obligation to update publicly any forward-looking
statements whether as a result of new information, future events or otherwise.
For a discussion of other risk factors which could impact Smith International,
Inc., please review Smith's Annual Report on Form 10-K for the year ended
December 31, 2003 as filed with the Securities and Exchange Commission.
SIGNATURES
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: September 8, 2004 /s/ NEAL S. SUTTON
---------------------------------------
By: Neal S. Sutton
Senior Vice President - Administration,
General Counsel and Secretary