Securities Registration: Employee Benefit Plan (s-8)
25 April 2019 - 8:31PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on April 25, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
SCHLUMBERGER N.V.
(SCHLUMBERGER LIMITED)
(Exact Name of Registrant as Specified in its Charter)
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Curaçao
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52-0684746
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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42, rue Saint-Dominique
Paris, France
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75007
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5599 San Felipe
Houston, Texas, United States of America
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77056
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62 Buckingham Gate,
London, United Kingdom
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SW1E 6AJ
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Parkstraat 83, The Hague
The Netherlands
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2514 JG
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(Addresses of Principal Executive Offices)
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(Zip Codes)
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Schlumberger Limited 2004 Stock and Deferral Plan
for
Non-Employee
Directors
(Full title of plan)
Saul R. Laureles
Director, Corporate Legal
Schlumberger Limited
5599 San Felipe
Houston,
Texas 77056
(713)
513-2000
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, 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.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated
filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered(2)
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Proposed
Maximum
Offering
Price
Per Share(1)
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Proposed
Maximum
Aggregate
Offering Price(1)
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Amount of
Registration Fee
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Common stock, par value $0.01 per share(2)
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200,000
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$45.70
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$ 9,140,000.00
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$ 1,107.77
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(1)
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Estimated solely for the purpose of calculating the registration fee pursuant to 457(c) and 457(h)(1), based on
the average of the high and low prices for the common stock, par value $0.01 per share (Common Stock) of Schlumberger Limited reported on the New York Stock Exchange on April 22, 2019.
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(2)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement shall also
include such additional indeterminate number of shares of Common Stock that may become issuable under the Schlumberger Limited 2004 Stock and Deferral Plan for
Non-Employee
Directors as a result of stock
splits, stock dividends or similar transactions.
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REGISTRATION OF ADDITIONAL SECURITIES
Under General Instruction E on Form
S-8,
Schlumberger Limited (Schlumberger N.V.), a Curaçao
corporation (Schlumberger or the Registrant), files this Registration Statement to register an additional 200,000 shares of common stock, par value $0.01 per share, of Schlumberger (Common Stock) issuable under
the Schlumberger Limited 2004 Stock and Deferral Plan for
Non-Employee
Directors (the Plan), as amended and restated effective January 17, 2019. At the recommendation of the Schlumberger Board
of Directors, the Registrants stockholders approved an amendment and restatement of the Plan at the annual general meeting of stockholders on April 3, 2019, thereby further increasing the number of shares available for purchase under the
Plan by 200,000 shares of Common Stock.
Schlumberger incorporates by reference in this Registration Statement its previous registration
statement (No.
333-115277)
on Form
S-8
relating to the Plan.
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
The following documents are filed as a part of this Registration Statement or incorporated by reference herein:
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Exhibit
No.
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Description
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4.1
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Articles of Incorporation of Schlumberger Limited (Schlumberger N.V.), as last amended on April 6, 2016 (incorporated by reference to Exhibit 3.1
to Schlumbergers Current Report on Form
8-K
filed on April 6, 2016).
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4.2
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Amended and Restated Bylaws of Schlumberger Limited (Schlumberger N.V.), as last amended on January 19, 2017 (incorporated by reference to Exhibit
3.1 to Schlumbergers Current Report on Form 8-K filed January 19, 2017).
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4.3
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Schlumberger Limited 2004 Stock and Deferral Plan for Non-Employee Directors (incorporated by reference to Appendix B to Schlumbergers
definitive proxy statement for the 2019 Annual General Meeting of Stockholders held on April 3, 2019).
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5
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Opinion of STvB Advocaten (Curaçao), N.V. as to the legality of the shares of common stock being registered (filed herewith).
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23.1
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Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm (filed herewith).
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23.2
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Consent of STvB Advocaten (Curaçao), N.V. (included in Exhibit 5).
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24
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Powers of Attorney (filed herewith).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant 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
April 25, 2019.
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SCHLUMBERGER N.V.
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(Schlumberger Limited)
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By:
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/s/ Howard Guild
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Howard Guild
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Chief Accounting Officer
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following
persons on April 25, 2019 in the capacities indicated.
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*
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*
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Paal Kibsgaard
Chairman and Chief Executive
Officer
(Principal Executive Officer)
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Indra K. Nooyi
Director
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*
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*
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Simon Ayat
Executive Vice President and Chief
Financial Officer
(Principal Financial Officer)
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Lubna S. Olayan
Director
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/s/ Howard Guild
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*
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Howard Guild
Chief Accounting Officer
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Mark G. Papa
Director
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(Principal Accounting Officer)
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*
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*
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Peter L.S. Currie
Director
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Leo Rafael Reif
Director
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*
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*
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Miguel Galuccio
Director
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Henri Seydoux
Director
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*
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Nikolay Kudryavstev
Director
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*
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Tatiana A. Mitrova
Director
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*By:
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/s/ Saul R. Laureles
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Saul R. Laureles
Attorney-in-Fact
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