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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
DECEMBER 2, 2004
DATE OF REPORT
(Date of earliest event reported)
SMITH INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 1-8514 95-3822631
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
411 N. SAM HOUSTON PARKWAY, SUITE 600
HOUSTON, TEXAS
(Address of principal executive offices)
77060
(Zip Code)
(281) 443-3370
(Registrant's telephone number, including area code)
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On December 1, 2004, Dod A. Fraser was appointed to the Board of
Directors of Smith International, Inc. (the "Company") to serve a term ending on
the date of the Company's Annual Meeting of shareholders in 2005. He will join
the Audit Committee and the Compensation and Benefits Committee. Since 2000, Mr.
Fraser has served as President of Sackett Partners Incorporated, a consulting
company for not-for-profit entities. Mr. Fraser served as Managing Director,
Group Executive of the global oil and gas group of The Chase Manhattan Bank from
1995 to 2000. Prior to 1995, Mr. Fraser was a General Partner of Lazard Freres &
Co., which he joined in 1978.
Mr. Fraser is not a party to any arrangement or understanding with any
person pursuant to which he was selected as a director, nor is he a party to any
transaction, or series of transactions, required to be disclosed pursuant to
Item 4.04(a) of Regulation S-K.
A copy of the press release dated December 1, 2004, announcing the
appointment of Mr. Fraser to the Company's Board of Directors is attached hereto
as Exhibit 99.1 to this report on form 8-K, and is incorporated herein by
reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits. The exhibit below is being furnished with this Form 8-K.
99.1 Press Release dated December 1, 2004 with respect to the
Company's appointment of Dod Fraser to the Company's Board
of Directors.
SIGNATURE
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.
SMITH INTERNATIONAL, INC.
Date: December 2, 2004 /s/ NEAL S. SUTTON
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By: Neal S. Sutton
Senior Vice President - Administration,
General Counsel and Secretary
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Press Release by the Registrant dated December 1, 2004.