sv8
As filed with the Securities and Exchange Commission on April 13, 2010
Registration No. 333-          
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BAKER HUGHES INCORPORATED
(Exact name of issuer as specified in its charter)
     
DELAWARE
(State or other jurisdiction of
incorporation or organization)
  76-0207995
(I.R.S. Employer
Identification No.)
2929 Allen Parkway, Suite 2100
Houston, Texas 77019

(Address, including zip code of Principal Executive Offices)
BAKER HUGHES INCORPORATED 2002 DIRECTOR & OFFICER LONG-TERM INCENTIVE PLAN
(Full title of the plan)
ALAN R. CRAIN, JR., ESQ.
GENERAL COUNSEL
BAKER HUGHES INCORPORATED, 2929 ALLEN PARKWAY, SUITE 2100
HOUSTON, TEXAS 77019
(713) 439-8600

(Telephone number, including area code, of agent for service)
     Indicate by check mark if 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. (Check one):
Large Accelerated Filer  þAccelerated Filer o Non-accelerated Filer o
(Do not check if a smaller reporting company)
Smaller Reporting Company o
CALCULATION OF REGISTRATION FEE
                                             
 
                  Proposed     Proposed        
  Title of               Maximum     Maximum     Amount  
  Securities     Amount     Offering     Aggregate     of  
  to be     to be     Price per     Offering     Registration  
  Registered     Registered(1)     Share(2)     Price(2)     Fee  
 
Common Stock, $1.00 par value per share
    3,000,000 Shares     $ 49.26       $ 147,780,000       $ 10,537    
 
(1)   There are also being registered hereunder an indeterminate number of shares as may become issuable under the Baker Hughes Incorporated 2002 Director & Officer Plan pursuant to certain anti-dilution provisions therein.
 
(2)   Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) and based upon the average of the high and low sales price of the Common Stock reported on the New York Stock Exchange on April 7, 2010.
 
 

 


 

EXPLANATORY NOTE
     This Registration Statement is being filed pursuant to General Instruction E of Form S-8 under the Securities Act of 1933, as amended. The contents of Registration Statement No. 333-103838 on Form S-8, filed by Baker Hughes Incorporated with the Securities and Exchange Commission, are incorporated herein by reference.
Part II
     
+10.1
  Baker Hughes Incorporated 2002 Director & Officer Long-Term Incentive Plan (incorporated by reference from Exhibit 10.2 to Quarterly Report No. 001-09397 on Form 10-Q, filed with the Securities and Exchange Commission on November 7, 2003).
 
   
+10.2
  Amendment to Baker Hughes Incorporated 2002 Director & Officer Long-Term Incentive Plan (incorporated by reference from Exhibit 10.3 to Quarterly Report No. 001-09397 on Form 10-Q, filed with the Securities and Exchange Commission on October 28, 2005).
 
   
+10.3
  Amendment to Baker Hughes Incorporated 2002 Director & Officer Long-Term Incentive Plan (incorporated by reference from Exhibit 10.3 to Quarterly Report No. 001-09397 on Form 10-Q, filed with the Securities and Exchange Commission on July 29, 2008).
 
   
+10.4
  Amendment to Baker Hughes Incorporated 2002 Director & Officer Long-Term Incentive Plan (incorporated by reference from Annex G to the Registration Statement No. 333-162463 on Form S-4, filed with the Securities and Exchange Commission on February 9, 2010).
 
   
*5.1
  Opinion of William D. Marsh, Deputy General Counsel of Baker Hughes Incorporated, as to the legality of the securities.
 
   
*23.1
  Consent of Deloitte & Touche LLP
 
   
*23.2
  Consent of William D. Marsh, Deputy General Counsel of Baker Hughes Incorporated (included in Exhibit 5.1 hereto)
 
   
*24.1
  Power of Attorney (included on Pages II-2 and 3 of this Registration Statement)
 
*   Filed herewith.
 
+   Management Contract

II-1


 

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 the 12th day of April, 2010.
         
  BAKER HUGHES INCORPORATED
 
 
  By:   /s/ Chad C. Deaton    
    Chad C. Deaton   
    Chairman of the Board, President and
Chief Executive Officer 
 
 
POWER OF ATTORNEY
     KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Chad C. Deaton, Peter A. Ragauss and Alan J. Keifer, and each of them, any of whom may act without joinder of the other, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign and to file any or all amendments to this registration statement, including post-effective amendments to this registration statement, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 12th day of April, 2010, by the following persons in the capacities indicated below.
     
Signature   Title
 
   
/s/ Chad C. Deaton
 
(Chad C. Deaton)
  Chairman of the Board, President and Chief Executive Officer (principal executive officer)
 
   
/s/ Peter A. Ragauss
 
(Peter A. Ragauss)
  Senior Vice President and Chief Financial Officer (principal financial officer)
 
   
/s/ Alan J. Keifer
 
(Alan J. Keifer)
  Vice President and Controller (principal accounting officer)
 
   
/s/ Larry D. Brady
 
(Larry D. Brady)
  Director
 
   
/s/ Clarence P. Cazalot, Jr.
 
  Director
(Clarence P. Cazalot, Jr.)
   
 
   
/s/ Edward P. Djerejian
 
  Director
(Edward P. Djerejian)
   
 
   
/s/ Anthony G. Fernandes
 
  Director
(Anthony G. Fernandes)
   
 
   
/s/ Claire W. Gargalli
 
  Director
(Claire W. Gargalli)
   
 
   
/s/ Pierre H. Jungels
 
  Director
(Pierre H. Jungels)
   
 
   
/s/ James A. Lash
 
  Director
(James A. Lash)
   
 
   

II-2


 

     
Signature   Title
 
   
/s/ J. Larry Nichols
 
  Director
(J. Larry Nichols)
   
 
   
/s/ H. John Riley, Jr.
 
  Director
(H. John Riley, Jr.)
   
 
   
/s/ Charles L. Watson
 
  Director
(Charles L. Watson)
   

II-3


 

Exhibit Index
     
+10.1
  Baker Hughes Incorporated 2002 Director & Officer Long-Term Incentive Plan (incorporated by reference from Exhibit 10.2 to Quarterly Report No. 001-09397 on Form 10-Q, filed with the Securities and Exchange Commission on November 7, 2003).
 
   
+10.2
  Amendment to Baker Hughes Incorporated 2002 Director & Officer Long-Term Incentive Plan (incorporated by reference from Exhibit 10.3 to Quarterly Report No. 001-09397 on Form 10-Q, filed with the Securities and Exchange Commission on October 28, 2005).
 
   
+10.3
  Amendment to Baker Hughes Incorporated 2002 Director & Officer Long-Term Incentive Plan (incorporated by reference from Exhibit 10.3 to Quarterly Report No. 001-09397 on Form 10-Q, filed with the Securities and Exchange Commission on July 29, 2008).
 
   
+10.4
  Amendment to Baker Hughes Incorporated 2002 Director & Officer Long-Term Incentive Plan (incorporated by reference from Annex G to the Registration Statement No. 333-162463 on Form S-4, filed with the Securities and Exchange Commission on February 9, 2010).
 
   
*5.1
  Opinion of William D. Marsh, Deputy General Counsel of Baker Hughes Incorporated, as to the legality of the securities.
 
   
*23.1
  Consent of Deloitte & Touche LLP
 
   
*23.2
  Consent of William D. Marsh, Deputy General Counsel of Baker Hughes Incorporated (included in Exhibit 5.1 hereto)
 
   
*24.1
  Power of Attorney (included on Pages II-2 and 3 of this Registration Statement)
 
*   Filed herewith.
 
+   Management Contract

II-4