As filed with the Securities and Exchange Commission on April 23, 2014
File No. 001-36325
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 2
FORM 10
GENERAL FORM FOR
REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NOW Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 46-4191184 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) | |
| 7402 North Eldridge Parkway, Houston, Texas |
77041 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(281) 823-4700
(Telephone Number, Including Area Code)
Copy to:
J. Eric Johnson
Locke Lord LLP
600 Travis Street, Suite 2800
Houston, Texas 77002
Telephone: (713) 226-1200
Fax: (713) 229-2642
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class to be so registered |
Name of exchange on which each class is to be registered | |
| Common Stock, par value $0.01 per share | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
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 “small reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x (do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10
The information required by the following Form 10 Registration Statement items is contained in the sections identified below of the information statement attached hereto as Exhibit 99.1, each of which are incorporated into this Form 10 Registration Statement by reference.
| Item 1. | Business |
The information required by this item is contained under the sections “Summary,” “Risk Factors,” “Cautionary Statement Regarding Forward-Looking Statements,” “The Separation and the Distribution,” “Business,” “Properties,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Quantitative and Qualitative Disclosures About Market Risk,” “Certain Relationships and Related-Party Transactions” and “Where You Can Find More Information” of the information statement and is hereby incorporated by reference.
| Item 1A. | Risk Factors |
The information required by this item is contained under the sections “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” of the information statement and is hereby incorporated by reference.
| Item 2. | Financial Information |
The information required by this item is contained under the sections “Capitalization,” “Unaudited Pro Forma Combined Financial Statements,” “Selected Combined Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Quantitative and Qualitative Disclosures About Market Risk,” and “Index to Financial Statements” and the financial statements referenced therein of the information statement and is hereby incorporated by reference.
| Item 3. | Properties |
The information required by this item is contained under the sections “Business” and “Properties” of the information statement and is hereby incorporated by reference.
| Item 4. | Security Ownership of Certain Beneficial Owners and Management |
The information required by this item is contained under the section “Security Ownership of Certain Beneficial Owners and Management” of the information statement and is hereby incorporated by reference.
| Item 5. | Directors and Executive Officers |
The information required by this item is contained under the section “Corporate Governance and Management” of the information statement and is hereby incorporated by reference.
| Item 6. | Executive Compensation |
The information required by this item is contained under the sections “Corporate Governance and Management—Director Compensation,” “Corporate Governance and Management—Compensation Committee Interlocks and Insider Participation,” “Executive Compensation” and “Compensation Discussion and Analysis” of the information statement and is hereby incorporated by reference.
| Item 7. | Certain Relationships and Related Transactions, and Director Independence |
The information required by this item is contained under the sections “Certain Relationships and Related-Party Transactions” and “Corporate Governance and Management” of the information statement and is hereby incorporated by reference.
| Item 8. | Legal Proceedings |
The information required by this item is contained under the sections “Business,” “Properties” and “Index to Financial Statements” and the financial statements referenced therein of the information statement and is hereby incorporated by reference.
| Item 9. | Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters |
The information required by this item is contained under the sections “Summary,” “The Separation and the Distribution,” “Dividend Policy,” “Capitalization” and “Description of Capital Stock” of the information statement and is hereby incorporated by reference.
| Item 10. | Recent Sales of Unregistered Securities |
None.
| Item 11. | Description of Registrant’s Securities to be Registered |
The information required by this item is contained under the sections “Dividend Policy” and “Description of Capital Stock” of the information statement and is hereby incorporated by reference.
| Item 12. | Indemnification of Directors and Officers |
The information required by this item is contained under the section “Description of Capital Stock—Limitation on Liability of Directors, Indemnification of Directors and Officers, and Insurance” of the information statement and is hereby incorporated by reference.
| Item 13. | Financial Statements and Supplementary Data |
The information required by this item is contained under the sections “Unaudited Pro Forma Combined Financial Statements” and “Index to Financial Statements” and the financial statements referenced therein of the information statement and is hereby incorporated by reference.
| Item 14. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
None.
| Item 15. | Financial Statements and Exhibits |
(a) Financial Statements
The following financial statements are included in the information statement and are hereby incorporated by reference:
| • | Unaudited Pro Forma Combined Financial Statements |
| • | Annual Audited Combined Financial Statements: |
| • | Report of Independent Registered Public Accounting Firm |
| • | Combined Balance Sheets as of December 31, 2013 and 2012 |
| • | Combined Statements of Income for the Years Ended December 31, 2013, 2012 and 2011 |
| • | Combined Statements of Comprehensive Income for the Years Ended December 31, 2013, 2012 and 2011 |
| • | Combined Statements of Changes in Net Parent Company Investment for the Years Ended December 31, 2013, 2012 and 2011 |
| • | Combined Statements of Cash Flows for the Years Ended December 31, 2013, 2012 and 2011 |
| • | Notes to Combined Financial Statements |
(b) Exhibits
The following documents are filed as exhibits to this Registration Statement:
| Exhibit No. |
Exhibit Description | |
| 2.1* | Form of Separation and Distribution Agreement between National Oilwell Varco, Inc. and NOW Inc. | |
| 3.1* | Form of NOW Inc. Amended and Restated Certificate of Incorporation | |
| 3.2* | Form of NOW Inc. Amended and Restated Bylaws | |
| 10.1* | Form of Transition Services Agreement between National Oilwell Varco, Inc. and NOW Inc. | |
| 10.2* | Form of Tax Matters Agreement between National Oilwell Varco, Inc. and NOW Inc. | |
| 10.3* | Form of Employee Matters Agreement between National Oilwell Varco, Inc. and NOW Inc. | |
| 10.4* | Form of Master Distributor Agreement between National Oilwell Varco, L.P. and DNOW L.P. | |
| 10.5* | Form of Master Services Agreement between National Oilwell Varco, L.P. and DNOW L.P. | |
| 10.6* | Form of NOW Inc. Long-Term Incentive Plan | |
| 10.7** | Credit Agreement among NOW Inc., Wells Fargo Bank, National Association, as Administrative Agent, and the lenders and other financial institutions named therein, dated as of April 18, 2014 | |
| 21.1* | Subsidiaries of NOW Inc. | |
| 99.1** | Information statement of NOW Inc., preliminary and subject to completion, dated April 23, 2014 | |
| * | Previously filed. |
| ** | Filed herewith. |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| NOW INC. | ||
| /s/ Robert R. Workman | ||
| By: | Robert R. Workman | |
| Title: | President and Chief Executive Officer | |
Dated: April 23, 2014