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
November 21, 2008
Date of Report (Date of earliest event reported)
National Oilwell Varco, Inc.
(Exact name of registrant as specified in its charter)
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| DELAWARE
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FILE NO. 1-12317
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76-0475815 |
| (State of incorporation)
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(Commission File Number)
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(I.R.S. Employer |
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Identification Number) |
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| 7909 Parkwood Circle Drive
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77036 |
| Houston, Texas
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(Zip Code) |
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| executive offices) |
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Registrant’s telephone, including area code: (713) 346-7500
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 communications 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 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)) |
ITEM 5.04. TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT’S EMPLOYEE BENEFIT PLANS
On November 21, 2008, National Oilwell Varco, Inc. (the “Company”) sent a notice to its directors
and executive officers notifying them that the Grant Prideco, Inc. 401(k) Savings Plan and the Reed
Hourly Thrift Plan (the “401(k) Plans”) will be entering a blackout period due to a conversion to
Wachovia Bank, National Association, as trustee and recordkeeper of the 401(k) Plans and the merger
of the 401(k) Plans into the National Oilwell Varco, Inc. 401(k) and Retirement Savings Plan. As a
result of this transition, there will be a period of time when certain participants in the 401(k)
Plans will be unable to access their accounts to direct or diversify their investments or obtain a
loan or distribution from the plan. The blackout period restricts directors and executive officers
from, directly or indirectly, purchasing, selling or otherwise acquiring or transferring common
stock of the Company.
The Company provided the notice of the blackout period to the directors and executive officers (the
“Notice”) in accordance with Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of
Regulation BTR. The Notice stated that the blackout period would begin on December 23, 2008 and
end during the week of January 23, 2009. The blackout period may be extended if needed, in which
case notice will be given to the directors and executive officers.
During the blackout period and for a period of two years after the ending date of the blackout
period, holders of the Company’s common stock and other interested parties may obtain, without
charge, the actual beginning and ending dates of the blackout period by sending a written request
to National Oilwell Varco, Inc., Attention: Vice President — Human Resources, 7909 Parkwood Circle
Dr., Houston, Texas 77036 or by calling (713) 346-7500.
A copy of the notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
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99.1 |
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Notice to Directors and Executive Officers of National Oilwell Varco, Inc., dated
November 21, 2008. |