UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): June 24, 2008
SMITH INTERNATIONAL, INC.
| |
|
|
|
|
| Delaware
|
|
1-8514
|
|
95-3822631 |
| (State or other jurisdiction of
|
|
(Commission File Number)
|
|
(IRS Employer Identification |
| incorporation)
|
|
|
|
No.) |
16740 Hardy Street, Houston, Texas 77032
(Address of principal executive offices) (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:
| þ |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events
On June 24, 2008, Smith International, Inc. (“Smith”) issued a joint press release with W-H
Energy Services, Inc. (“W-H”) announcing that it commenced an exchange offer for all of the
outstanding shares of common stock of W-H (together with the associated preferred stock purchase
rights, the “Shares”). Subject to the terms and conditions of the offer, Smith will exchange each
validly tendered Share for the following consideration, at the election of the holder of such
Share: (i) $56.10 in cash, without interest, and 0.48 shares of Smith common stock (together with
the associated preferred share purchase rights, “Smith Common Stock”), (ii) $93.55 in cash, without
interest (the “All-Cash Consideration”), or (iii) 1.1990 shares of Smith Common Stock (the
“All-Stock Consideration”), subject, in the case of elections of the All-Cash Consideration or the
All-Stock Consideration, to proration. W-H shareholders who otherwise would be entitled to receive
a fraction of a share of Smith Common Stock will instead receive an amount in cash (without
interest) equal to the amount of such fraction multiplied by the All-Cash Consideration. A copy of
the press release is attached hereto as Exhibit 99.01.
Important Information
In
connection with the exchange offer, Smith filed a registration statement on Form
S-4 and a tender offer statement on Schedule TO with the SEC on
June 24, 2008 and W-H filed a
solicitation/recommendation statement on Schedule 14D-9 on
June 24, 2008. These documents contain important
information about the exchange offer that should be read carefully before any decision is made with
respect to the exchange offer. These materials will be made available to the shareholders of W-H at
no expense to them. Investors and security holders may obtain the documents free of charge at the SEC’s web site, www.sec.gov. In addition, such materials (and all
other documents filed with the SEC) will be available free of charge at www.smith.com or
www.whes.com. You may also read and copy any reports, statements and other information filed by
Smith or W-H with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580,
Washington, D.C. 20549. Please call the SEC at (800) 732-0330 or visit the SEC’s website for
further information on its public reference room. Copies of the exchange offer materials may also
be obtained at no charge from MacKenzie Partners, Inc, the information agent for the offer,
toll-free at 1-800-322-2885.
Forward-Looking Statements
Certain comments contained herein are forward-looking in nature and are intended to constitute
“forward-looking statements.” These forward-looking statements include, without limitation,
statements regarding the consummation of the transaction, the expected closing date of the
transaction, any other effect or benefit of the transaction and any other statements that are not
historical facts. By their nature, forward-looking statements involve risks and uncertainties that
could cause actual results to materially differ from those anticipated in the statements. For a
discussion of additional risks and uncertainties that could impact the companies’ results, review
the Smith International, Inc. and the W-H Energy Services, Inc. Annual Reports on Form 10-K for the
year ended December 31, 2007 and other filings with the SEC. These risks and uncertainties include
the satisfaction of the conditions to consummate the proposed acquisition, changes in laws or
regulations and other factors and uncertainties discussed from time to time in reports filed by the
companies with the SEC.