W-H Energy Services Inc-Filing of certain prospectuses and communications for business combination transactions (425)
June 25 2008 - 5:24PM
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): June 24, 2008
W-H ENERGY SERVICES, INC.
(Exact name of registrant as specified in its charter)
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Texas
(State or other jurisdiction
of incorporation)
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001-31346
(Commission File Number)
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76-0281502
(I.R.S. Employer
Identification No.)
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2000 West Sam Houston Pkwy South
Suite 500
Houston, TX
(Address of principal executive offices)
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77042
(Zip code)
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Registrants telephone number, including area code: (713) 974-9071
N/A
(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:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communication pursuant to Rule 14b-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communication 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, W-H Energy Services, Inc. (W-H) issued a joint press release with Smith
International, Inc. (Smith) announcing that Smith commenced an exchange offer for all of the
outstanding shares of common stock of W-H (together with the associated preferred share 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 99.1.
Important Information
In connection with the exchange offer, Smith filed with the Securities and Exchange Commission
(the SEC) a registration statement on Form S-4, containing a prospectus/offer to exchange, and a
tender offer statement on Schedule TO and W-H filed with the SEC a solicitation/recommendation
statement on Schedule 14D-9. 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 W-H shareholders at no expense to them. W-H shareholders
may obtain the documents free of charge at the SECs website, www.sec.gov. In addition, certain of
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 SECs
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.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit Number
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Description
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99.01
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Joint press release dated June 24, 2008.
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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.
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W-H ENERGY SERVICES, INC.
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Date: June 25, 2008
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By:
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/s/ Ernesto Bautista, III
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Ernesto Bautista, III
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Vice President and Chief Financial Officer
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EXHIBIT INDEX
99.01 Joint press release dated June 24, 2008.
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