S-8 1 d361251ds8.htm S-8 S-8

As filed with the Securities and Exchange Commission on May 24, 2022

Registration No. 333-            

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

NOV INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   76-0475815

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

7909 Parkwood Circle Drive

Houston, Texas 77036-6565

(713) 346-7500

(Address, Including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

NOV Inc. Long-Term Incentive Plan

(Full Title of the Plan)

Jose A. Bayardo

Senior Vice President and Chief Financial Officer

7909 Parkwood Circle Drive

Houston, Texas 77036-6565

(713) 346-7500

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Megan Foscaldi

Locke Lord LLP

111 Huntington Ave

Boston, MA 02199

(617) 239-0282

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   ☒    Accelerated filer   ☐
Non-accelerated filer   ☐ (Do not check if a smaller reporting company)    Smaller reporting company   ☐
     Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.   ☐

 

 

 

EXPLANATORY NOTE

This Registration Statement on Form S-8 relates to the registration of 13,000,000 shares (the “Shares”) of common stock of NOV Inc. (the “Company”). The Shares are securities of the same class and relate to the same employee benefit plan, the 2018 Long-Term Incentive Plan, which, as amended and restated, has since been renamed as the NOV Inc. Long-Term Incentive Plan (the “Plan”), as those registered pursuant to the Form S-8 Registration Statement filed by the Company on May 11, 2018 (File No. 333-224892), the Form S-8 Registration Statement filed by the Company on May 28, 2019 (File No. 333-231779), and the Form S-8 Registration Statement filed by the Company on May 20, 2020 (File No. 333-238529) (collectively, the “Prior Registration Statements”). In accordance with General Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference and the information required by Part II is omitted, except as supplemented by the new information set forth below.

The Shares that are the subject of this Registration Statement relate to the amendments to the Company’s Plan to increase the number of authorized shares available for issuance thereunder. The amendments were approved by the Company’s stockholders at the Company’s annual meeting held on May 24, 2022.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information called for in Part I of Form S-8 is not being filed with or included in this Form S-8 (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) but will be sent or given to participants as specified by Rule 428(b)(1) promulgated under the Securities Act of 1933 as amended (the “Securities Act”).

PART II

INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents by Reference.

Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, the following documents, which previously have been filed by the Company with the Commission, are incorporated herein by reference and made a part hereof:

A. The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the Commission on February  11, 2022;

B. The Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, filed with the Commission on April 29, 2022;

C. The description of the Company’s common stock filed as Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020; and

D. The Company’s Current Report on Form 8-K, as filed with the Commission on February 22, 2022.

All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (excluding any information deemed furnished and not filed pursuant to Item 2.02 or Item 7.01 of any current report on Form 8-K) subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold, or which deregisters all securities then remaining unsold, shall be deemed to be incorporated in this Registration Statement by reference and to be a part hereof from the date of filing of such documents.

Any statement contained in this Registration Statement, in an amendment hereto, or in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed amendment to this Registration Statement or in any document that also is incorporated by reference herein modifies or supersedes such statement.

 

Item 8.

Exhibits.

INDEX TO EXHIBITS

 

Exhibit Number

        

Description

  3.1    —    Sixth Amended and Restated Certificate of Incorporation of NOV Inc., filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 22, 2020 and incorporated herein by reference.
  3.2    —    Amended and Restated Bylaws of NOV Inc., filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on December 22, 2020 and incorporated herein by reference.
  3.3    —    Description of the Registrant’s common stock, filed as Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K filed on February 12, 2021 and incorporated herein by reference.
  4.1    —    Amended and Restated NOV Inc. Long-Term Incentive Plan (incorporated by reference to Appendix  I to the Company’s Proxy Statement filed on April 8, 2022).
  5.1*    —    Opinion of Locke Lord LLP as to the validity of the securities being registered.
23.1*    —    Consent of Ernst & Young LLP.
23.2*    —    Consent of Locke Lord LLP (included in Exhibit 5.1).
24.1*    —    Power of Attorney (set forth on the signature page of this Registration Statement).
107.1*       Filing Fee Table

 

*

Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Company 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 this 24th day of May, 2022.

 

NOV INC.
By:   /s/ CLAY C. WILLIAMS
  Clay C. Williams
  Chairman, President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below, hereby constitutes and appoints Clay C. Williams and Jose A. Bayardo and each of them, either one of whom may act without joinder of the other, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all pre- and post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any or all of them, 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 by the following persons in the capacities indicated on May 24, 2022.

 

Signature    Title
/s/ Clay C. Williams    Chairman, President and Chief Executive Officer
Clay C. Williams
/s/ Jose A. Bayardo    Chief Financial Officer and Senior Vice President
Jose A. Bayardo
/s/ Christy H. Novak    Chief Accounting Officer, Vice President and Corporate Controller
Christy H. Novak
/s/ Greg L. Armstrong    Director
Greg L. Armstrong
/s/ Marcela E. Donadio    Director
Marcela E. Donadio
/s/ Ben A. Guill    Director
Ben A. Guill
/s/ James T. Hackett    Director
James T. Hackett
/s/ David D. Harrison    Director
David D. Harrison
/s/ Eric L. Mattson    Director
Eric L. Mattson
/s/ Melody B. Meyer    Director
Melody B. Meyer
/s/ William R. Thomas    Director
William R. Thomas
/s/ Robert S. Welborn   
Robert S. Welborn    Director