NATCO GROUP, INC. 1998 EMPLOYEE STOCK OPTION PLAN
NATCO GROUP, INC. 2001 STOCK INCENTIVE PLAN
NATCO GROUP, INC. 2004 STOCK INCENTIVE PLAN
NATCO GROUP, INC. 2006 LONG-TERM INCENTIVE COMPENSATION PLAN, AS AMENDED AND RESTATED
CAMERON INTERNATIONAL CORPORATION 2005 EQUITY INCENTIVE PLAN
COOPER CAMERON CORPORATION COMPENSATION DEFERRAL PLAN
COOPER CAMERON CORPORATION SUPPLEMENTAL EXCESS DEFINED CONTRIBUTION PLAN
2003 COOPER CAMERON CORPORATION SUPPLEMENTAL EXCESS DEFINED CONTRIBUTION PLAN
COOPER CAMERON CORPORATION LONG-TERM INCENTIVE PLAN AS AMENDED AND RESTATED (NOVEMBER 2002)
COOPER CAMERON CORPORATION BROAD BASED 2000 INCENTIVE PLAN
AMENDED AND RESTATED COOPER CAMERON CORPORATION LONG-TERM INCENTIVE PLAN
COOPER CAMERON CORPORATION SECOND AMENDED AND RESTATED 1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
INDIVIDUAL ACCOUNT RETIREMENT PLAN FOR BARGAINING UNIT EMPLOYEES AT THE COOPER CAMERON CORPORATION BUFFALO, NEW YORK PLANT
(Full title of the plans)
Brad Eastman
General Counsel and Secretary
5599 San Felipe, 16th Floor
Houston, Texas 77056
(Name and address of agent for service)
(713) 513-2000
(Telephone number, including area code, of agent for service)
Copy to:
J.
David Kirkland, Jr.
Tull R. Florey
Andrew J. Ericksen
Baker
Botts L.L.P.
910 Louisiana Street
Houston, Texas 77002
(713)
229-1234
Indicate by
check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and
“smaller reporting company” in Rule 12b-2 of the Exchange Act.
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REMOVAL OF SECURITIES FROM REGISTRATION
These Post-Effective Amendments relate to the following Registration Statements of Cameron International Corporation (“Cameron”), in
each case as amended by any post-effective amendments thereto.
Registration Statement on Form S-8 (File No. 333-205939)
pertaining to the registration of $1,000,000 in deferred compensation obligations and 50,000 shares of Cameron’s common stock, par value $0.01 per share (the “Common Stock”), issuable under the Cameron International Corporation
Deferred Compensation Plan for Non-Employee Directors.
Registration Statement on Form S-8 (File No. 333-192044) pertaining to
the registration of 5,000,000 shares of Common Stock issuable under the Cameron International Corporation Retirement Savings Plan.
Registration Statement on Form S-8 (File No. 333-192043) pertaining to the registration of $10,000,000 in deferred compensation
obligations and 1,000,000 shares of Common Stock issuable under the Cameron International Corporation Nonqualified Deferred Compensation Plan.
Registration Statement on Form S-8 (File No. 333-191393) pertaining to the registration of 13,000,000 shares of Common Stock issuable
under the Cameron International Corporation Equity Incentive Plan.
Registration Statement on Form S-8 (File No. 333-189589)
pertaining to the registration of $124,500,000 in deferred compensation obligations and 3,200 shares of Common Stock issuable under the OneSubsea LLC Nonqualified Deferred Compensation Plan and 432,000 shares of Common Stock issuable under the
OneSubsea LLC Retirement Savings Plan.
Registration Statement on Form S-8 (File No. 333-168327) pertaining to the
registration of 32,810 shares of Common Stock issuable under the NATCO Group, Inc. 1998 Employee Stock Option Plan, 20,546 shares of Common Stock issuable under the NATCO Group, Inc. 2001 Stock Incentive Plan, 66,827 shares of Common Stock issuable
under the NATCO Group, Inc. 2004 Stock Incentive Plan and 481,984 shares of Common Stock issuable under the NATCO Group, Inc. 2006 Long-Term Incentive Compensation Plan, as Amended and Restated.
Registration Statement on Form S-8 (File No. 333-166451) pertaining to the registration of 8,770,250 shares of Common Stock issuable
under the Cameron International Corporation 2005 Equity Incentive Plan.
Registration Statement on Form S-8 (File
No. 333-156712) pertaining to the registration of $2,000,000 in deferred compensation obligations issuable under the Cameron International Corporation Deferred Compensation Plan For Non-Employee Directors and the Cameron International
Corporation Nonqualified Deferred Compensation Plan.
Registration Statement on Form S-8 (File No. 333-136900) pertaining to
the registration of 3,500,000 shares of Common Stock issuable under the 2005 Equity Incentive Plan.
Registration Statement on Form
S-8 (File No. 333-128414) pertaining to the registration of 2,013,525 shares of Common Stock issuable under the Cooper Cameron Corporation 2005 Equity Incentive Plan.
Registration Statement on Form S-8 (File No. 333-106225) pertaining to the registration of $8,000,000 in deferred compensation
obligations issuable under the Cooper Cameron Corporation Compensation Deferral Plan, the Cooper Cameron Corporation Supplemental Excess Defined Contribution Plan and the 2003 Cooper Cameron Corporation Supplemental Excess Defined Contribution Plan.
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Registration Statement on Form S-8 (File No. 333-106224) pertaining to the registration
of 1,500,000 shares of Common Stock issuable under the Cooper Cameron Corporation Long-Term Incentive Plan As Amended and Restated (November 2002).
Registration Statement on Form S-8 (File No. 333-104755) pertaining to the registration of 1,000,000 shares of Common Stock issuable
under the Cooper Cameron Corporation Broad Based 2000 Incentive Plan.
Registration Statement on Form S-8 (File No. 333-82082)
pertaining to the registration of 700,000 shares of Common Stock issuable under the Cooper Cameron Corporation Broad Based 2000 Incentive Plan.
Registration Statement on Form S-8 (File No. 333-61820) pertaining to the registration of 500,000 shares of Common Stock issuable
under the Cooper Cameron Corporation Broad Based 2000 Incentive Plan.
Registration Statement on Form S-8 (File No. 333-46638)
pertaining to the registration of 800,000 shares of Common Stock issuable under the Cooper Cameron Corporation Broad Based 2000 Incentive Plan.
Registration Statement on Form S-8 (File No. 333-37850) pertaining to the registration of 2,000,000 shares of Common Stock issuable
under the Amended and Restated Cooper Cameron Corporation Long-Term Incentive Plan.
Registration Statement on Form S-8 (File
No. 333-79787) pertaining to the registration of 500,000 shares of Common Stock issuable under the Cooper Cameron Corporation Second Amended and Restated 1995 Stock Option Plan for
Non-Employee
Directors.
Registration Statement on Form S-8 (File No. 333-57991) pertaining to the registration of 4,000 shares of Common Stock
issuable under the Individual Account Retirement Plan For Bargaining Unit Employees at the Cooper Cameron Corporation Buffalo, New York Plant.
Registration Statement on Form S-8 (File No. 333-53545) pertaining to the registration of 3,000,000 shares of Common Stock issuable
under the Amended and Restated Cooper Cameron Corporation Long-Term Incentive Plan.
Registration Statement on Form S-8 (File
No. 333-26923) pertaining to the registration of 1,500,000 shares of Common Stock issuable under the Cooper Cameron Corporation Long-Term Incentive Plan.
The Registration Statements referred to above are collectively referred to as the “Registration Statements”; the plans referred to
above are collectively referred to as the “Plans.”
On April 1, 2016, Rain Merger Sub LLC, a Delaware limited liability
company and an indirect wholly owned subsidiary of Schlumberger N.V. (Schlumberger Limited) (“Schlumberger”), merged with and into Cameron, with Cameron as the surviving corporation (the “Merger”). As a result of the Merger,
Cameron became an indirect wholly owned subsidiary of Schlumberger. Cameron has terminated all offerings of its securities pursuant to its existing registration statements, including the Registration Statements.
In accordance with an undertaking made by Cameron in the Registration Statements to remove by means of a
post-effective
amendment any securities that remain unsold at the termination of the offering, Cameron hereby deregisters any and all securities originally reserved for issuance under the Plans and registered
under the Registration Statements listed above that remained unissued at the effective time of the Merger.
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