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
JULY 20, 2005
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))
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On July 20, 2005, Robert Kelley was appointed to the Board of Directors
of Smith International, Inc. (the "Company") to serve a term beginning on
July 21, 2005 and ending on the date of the Company's Annual Meeting of
Shareholders in 2006. He will join the Audit Committee. Since 2001, Mr. Kelley
has served as the President of Kellco Investments, a private investment company.
From 1986 to 2001, Mr. Kelley served in several senior management roles
including Chairman, President and Chief Executive Officer of Noble Affiliates,
Inc. Prior to 1986, he was President and Chief Executive Officer of Samedan Oil
Corporation, a subsidiary of Noble Energy, Inc.
Mr. Kelley 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 July 21, 2005, announcing the
appointment of Mr. Kelley to the Company's Board of Directors is attached hereto
as Exhibit 99.1 to this report on Form 8-K.
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 July 21, 2005 with respect to the
Company's appointment of Robert Kelley 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: July 21, 2005 /s/ NEAL S. SUTTON
---------------------------------------
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 July 21, 2005.