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
DECEMBER 7, 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)
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
Long-Term Incentive Plan:
On December 7, 2004, the Compensation and Benefits Committee (the "Committee")
of the Board of Directors of the Company granted stock options to participants
in the Company's 1989 Long-Term Incentive Plan, including the Company's Chief
Executive Officer and its other four most highly compensated executive officers
(the "Named Executive Officers") in the amounts set out below. Consistent with
the Company's 1989 Long Term Incentive Plan, the options have an exercise price
of $56.26, vest ratably over a four year period and expire ten years after the
date of the grant.
Doug Rock......................................................... 43,000
Loren K. Carroll.................................................. 18,000
Neal S. Sutton.................................................... 8,000
Margaret K. Dorman................................................ 8,000
Richard A. Werner................................................. 8,000
Base Salaries:
The Committee reviews and determines the salaries that are paid to the Company's
executive officers, including the Named Executive Officers, as of January 1 of
each year. As of January 1, 2005, the Committee set the following base salaries
for the Named Executive Officers:
Doug Rock, Chairman and Chief Executive Officer .............................................. $ 1,000,000
Loren K. Carroll, Executive Vice President ................................................... $ 684,000
Neal S. Sutton, Senior Vice President-Administration, General Counsel and Secretary........... $ 423,000
Margaret K. Dorman, Senior Vice President, Chief Financial Officer and Treasurer.............. $ 410,000
Richard A. Werner, President, Smith Services.................................................. $ 373,000
Annual Incentive Plan:
The Named Executive Officers are eligible to receive an annual incentive bonus
under the Company's annual incentive plan based upon the achievement of
performance objectives established for the fiscal year. On December 7, 2004, the
Committee reviewed and approved 2005 corporate performance goals for the annual
incentive plan based on earnings per share and return on shareholders equity.
On February 1, 2005, the Committee approved the payment of an annual incentive
bonus for 2004 to participants in the annual incentive plan, including the Named
Executive Officers, in accordance with the Company's annual incentive plan, and
based on the achievement of targets established for 2004.
Doug Rock......................................................... $ 1,647,750
Loren K. Carroll.................................................. $ 872,040
Neal S. Sutton.................................................... $ 404,586
Margaret K. Dorman................................................ $ 392,418
Richard A. Werner................................................. $ 422,400
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibit
10.2 Smith International, Inc. Nonqualified Stock Option
Agreement as amended to date.
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 14, 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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10.2 Smith International, Inc. Nonqualified Stock Option Agreement as amended to date.