- Filing of certain prospectuses and communications in connection with business combination transactions (425)
April 23 2010 - 6:01AM
Edgar (US Regulatory)
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
Date
of Report (Date of earliest event reported): April 22, 2010
Baker Hughes Incorporated
(Exact name of registrant as specified in charter)
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Delaware
(State of Incorporation)
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1-9397
(Commission File No.)
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76-0207995
(I.R.S. Employer
Identification No.)
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2929 Allen Parkway, Houston, Texas
(Address of Principal Executive Offices)
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77019
(Zip Code)
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Registrants telephone number, including area code: (713) 439-8600
(former name or former address, if changed since last report)
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
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On April 22, 2010, the Board of Directors of
Baker Hughes Incorporated (the
Company
) adopted an Amendment to the
Baker Hughes Incorporated Executive Severance Plan (the
Plan
) in order to be consistent with a
recent Internal Revenue Service interpretation of Department of Treasury regulations issued under
Section 409A of the Internal Revenue Code of 1986, as amended. The Amendment to the Plan generally
provides that a distribution to a participant who is not a specified employee (within the meaning
of Section 409A) will be made on the date that is 90 days following the participants separation
from service. The Amendment to the Baker Hughes Incorporated Executive Severance Plan is attached
hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 22, 2010, the Company filed in Delaware a Certificate of Amendment to its Restated
Certificate of Incorporation in response to the stockholders
approval of a management proposal requiring the
Companys corporate secretary to call special stockholder meetings following a request from the
holders of 25% of the Companys voting stock in accordance with
and subject to the provisions of the
Companys Bylaws. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1.
The Board of Directors of the Company amended and restated the Companys Bylaws effective as
of April 22, 2010. The amended and restated Bylaws reflect the amendment to
the Companys Certificate of Incorporation described above and require the Companys corporate
secretary to call special stockholder meetings following a request from the holders of 25% of the
Companys voting stock subject to certain requirements that must be satisfied by the stockholders.
A copy of the amended and restated Bylaws is attached hereto as Exhibit 3.2.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Companys Annual Meeting of Stockholders was held on April 22, 2010 (i) to elect eleven
members of the Board of Directors to serve for one-year terms, (ii) to ratify Deloitte & Touche LLP
as the Companys Independent Auditor for the year 2010, (iii) to vote on Management Proposal No. 1
regarding an amendment to the Companys Certificate of
Page 2
Incorporation that, in accordance with the Bylaws, will require the Companys corporate secretary
to call special stockholder meetings following a request from the holders of 25% of the Companys
voting stock and (iv) to vote on Stockholder Proposal No. 1 regarding a change in the manner in
which the members of the Board of Directors are elected to require director nominees to be elected
by the affirmative vote of the majority of votes cast at an annual meeting rather than the current
plurality voting standard. Following are the final results of the Annual Meeting.
The directors who were elected are Larry D. Brady, Clarence P. Cazalot, Jr., Chad C. Deaton,
Edward P. Djerejian, Anthony G. Fernandes, Claire W. Gargalli, Pierre H. Jungels, James A. Lash, J.
Larry Nichols, H. John Riley, Jr., and Charles L. Watson.
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Names
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Number of Affirmative Votes
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Number of Votes Withheld
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Larry D. Brady
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242,030,215
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2,569,475
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Clarence P. Cazalot, Jr.
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241,935,889
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2,663,801
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Chad C. Deaton
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237,965,960
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6,633,730
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Edward P. Djerejian
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241,700,720
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2,898,970
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Anthony G. Fernandes
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241,922,912
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2,676,778
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Claire W. Gargalli
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241,662,592
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2,937,098
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Pierre H. Jungels
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237,515,212
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7,084,478
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James A. Lash
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242,031,436
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2,568,254
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J. Larry Nichols
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240,923,912
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3,675,778
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H. John Riley, Jr.
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229,375,122
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15,224,568
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Charles L. Watson
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241,616,419
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2,983,271
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The number of affirmative votes, the number of negative votes and the number of abstentions
with respect to the ratification of Deloitte & Touche LLP as Independent Registered Public
Accounting Firm for 2010 was as follows:
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Number of Affirmative Votes
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Number of Negative Votes
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Abstentions
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264,798,952
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1,592,374
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111,181
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Page 3
The number of affirmative votes, the number of negative votes, the number of abstentions and
the number of broker non-votes with respect to Management Proposal No. 1 regarding the approval of
the amendment to the Companys Certificate of Incorporation was as follows:
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Number of
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Number of Negative
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Affirmative Votes
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Votes
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Abstentions
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Broker Non-Votes
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265,727,840
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559,673
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214,993
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0
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The number of affirmative votes, the number of negative votes, the number of abstentions and
the number of broker non-votes with respect to Stockholder Proposal
No. 1 regarding the majority
vote standard for director elections was as follows:
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Number of
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Number of Negative
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Affirmative Votes
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Votes
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Abstentions
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Broker Non-Votes
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98,041,489
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146,158,677
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399,524
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21,902,817
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As of March 2, 2010, the record date, there were 311,906,964 shares issued and outstanding and
entitled to vote at the Companys Annual Meeting of
Stockholders. At the Companys Annual Meeting of Stockholders
held on April 22, 2010, 266,502,507 shares of common stock were
represented in person or by proxy, constituting a quorum. The information above reflects
the number of votes cast by the holders of such common stock.
Item 8.01 Other Events.
On April 22, 2010, Baker Hughes issued a news release to announce results of the Annual
Meeting of Stockholders and to comment on the expected closing in April of the pending merger
between the Company and BJ Services Company. The news release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Forward-Looking Statements
Except for the historical information set forth in this document, the matters discussed in this
document are forward-looking statements that involve certain assumptions and known and unknown
risks, uncertainties and other factors that could cause our actual results to differ materially.
Such forward-looking statements include, but are not limited to, whether the DOJ will give
regulatory clearance and approval and the Federal District Court will
acknowledge the Proposed
Final Judgment and enter the Hold Separate Stipulation and Order to complete the merger at all or
without restrictions or conditions that would be detrimental or have a materially adverse effect on
the combined company after the merger is completed, whether the merger will be consummated, and
other statements that are not historical facts. There can be no assurance that all of the
conditions to complete the merger will be satisfied. The following additional factors, among
others, could cause actual results to differ from those set forth in the forward-looking
statements: the risk that the cost savings and any other synergies from the transaction may not be
realized or take longer to realize than expected; disruption from the transaction making it more
difficult to maintain relationships with customers, employees or suppliers; the ability to
successfully integrate the businesses; unexpected costs or unexpected liabilities that may arise
from the transaction, whether or not consummated; the timing, proceeds and impact of the DOJ
required divestiture of assets used in the sand control and stimulation services business in the
U.S. Gulf of Mexico; the inability to retain key personnel; continuation or deterioration of
current market conditions; the outcome of any litigation; future regulatory or legislative actions
that could adversely affect the companies; and the business plans of the customers of the
respective parties. Additional factors that may affect future results are contained in Baker
Hughes and BJ Services filings with the Securities and Exchange Commission (the SEC), which are
available at the SECs web site at www.sec.gov. Except as required by law, neither Baker Hughes nor
BJ Services intends to update or revise statements contained in these materials based on new
information, future events or otherwise.
Additional Information and Where to Find It
These materials are not a substitute for the Registration Statement that Baker Hughes filed with
the SEC in connection with the proposed transaction with BJ Services, or the definitive joint proxy
statement/prospectus sent to security holders of Baker Hughes and BJ Services on or about February
16, 2010 seeking their approval of the proposed transaction. INVESTORS AND SECURITY HOLDERS OF
BAKER HUGHES AND BJ SERVICES ARE URGED TO CAREFULLY READ THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS DATED FEBRUARY 12, 2010, WHICH WAS SENT TO SECURITY HOLDERS OF BAKER HUGHES
AND BJ SERVICES ON OR ABOUT FEBRUARY 16, 2010, AS IT CONTAINS IMPORTANT INFORMATION, INCLUDING
DETAILED RISK FACTORS. Investors and security holders may obtain a free copy of the proxy
statement/prospectus and other documents filed by Baker Hughes and BJ Services with the SEC at the
SECs web site at www.sec.gov. This document does not constitute an offer to sell, or a
solicitation of an offer to buy, any shares of Baker Hughes or BJ Services common stock.
The definitive joint proxy statement/prospectus and such other documents (relating to Baker Hughes)
may also be obtained from Baker Hughes for free from Baker Hughes web site at
www.bakerhughes.com/investor or by directing a request to: Baker
Hughes Incorporated, 2929 Allen
Parkway, Suite 2100, Houston, TX 77019, Attention: Corporate Secretary, or by phone at (713)
439-8039. The definitive joint proxy statement/prospectus and such other documents (relating to
BJ Services) may also be obtained from BJ Services for free from BJ Services web site at
www.bjservices.com or by directing a request to: BJ Services Company, P.O. Box 4442, Houston, Texas
77210-4442, Attention: Investor Relations, or by phone at (713) 462-4239.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
3.1 Certificate of Amendment dated April 22, 2010.
3.2 Restated Bylaws of Baker Hughes Incorporated effective as of April 22, 2010 EXCEPT for
Article III, Section 1 which will not be effective unless and until the closing of the pending
merger with BJ Services Company.
10.1 Amendment to the Baker Hughes Incorporated Executive Severance Plan dated April 22,
2010.
99.1 News Release of Baker Hughes Incorporated dated April 22, 2010.
Page 4
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.
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BAKER HUGHES INCORPORATED
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Dated: April 22, 2010
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By:
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/s/ William D. Marsh
William D. Marsh
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Assistant Secretary and
Deputy General Counsel
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Page 5
EXHIBIT INDEX
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Exhibit No.
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Description
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Exhibit 3.1
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Certificate of Amendment dated April 22, 2010.
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Exhibit 3.2
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Restated Bylaws of Baker Hughes Incorporated effective as of
April 22, 2010 EXCEPT for Article III, Section 1 which will
not be effective unless and until the closing of the pending
merger with BJ Services Company.
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Exhibit 10.1
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Amendment to the Baker Hughes Incorporated Executive Severance
Plan dated April 22, 2010.
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Exhibit 99.1
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News Release of Baker Hughes Incorporated dated April 22, 2010.
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Page 6
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