As filed with the Securities and Exchange Commission on November 8, 2006
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)
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DELAWARE
(State or other jurisdiction of
incorporation or organization)
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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 Employee Stock Purchase 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)
CALCULATION OF REGISTRATION FEE
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Proposed |
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Proposed |
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Title of |
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Maximum |
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Maximum |
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Amount |
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Securities |
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Amount |
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Offering |
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Aggregate |
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of |
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to be |
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to be |
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Price per |
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Offering |
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Registration |
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Registered |
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Registered |
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Share(1) |
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Price(1) |
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Fee |
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Common Stock, $1.00 par
value per share
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5,000,000
Shares
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$ |
69.03 |
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345,150,000 |
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36,931.05 |
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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 November 6, 2006. |
Part II
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 the Registration Statement No. 33-14803 on
Form S-8, Post-Effective Amendment No. 2 to Registration Statement No. 33-14803, Registration
Statement No. 33-57759 and Registration Statement No. 333-81463 on Form S-8 filed by Baker Hughes
Incorporated with the Securities and Exchange Commission are incorporated herein by reference.
Filed as exhibits hereto are the following opinion and consents:
| 5.1 |
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Opinion of Alan R. Crain, Jr., General Counsel of Baker Hughes Incorporated, as to the
validity of the securities. |
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| 23.1 |
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Consent of Deloitte & Touche LLP |
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| 23.2 |
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Consent of Alan R. Crain, Jr. (contained in Exhibit 5.1) |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and
appoints Peter Ragauss and Alan R. Crain, Jr., and each of them, each 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 any or all pre- and post-effective amendments to this Registration
Statement, including without limitation any registration statement of the type contemplated by Rule
462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any
or all of them, may lawfully do or cause to be done by virtue hereof.
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 November 8, 2006.
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BAKER HUGHES INCORPORATED
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By: |
/s/ Chad C. Deaton
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Chad C. Deaton |
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Chairman of the Board and
Chief Executive Officer |
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities indicated and on November 8, 2006:
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Title |
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/s/ CHAD C. DEATON
(Chad C. Deaton)
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Chairman of the Board and Chief Executive Officer
(principal executive officer) |
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/s/ PETER A. RAGAUSS
(Peter A. Ragauss)
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Senior Vice President — Finance and Administration
and Chief Financial Officer (principal financial
officer) |
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/s/ ALAN J. KEIFER
(Alan J. Keifer)
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Vice President and Controller (principal
accounting officer) |
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/s/ LARRY D. BRADY
(Larry D. Brady)
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Director |
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/s/ CLARENCE P. CAZALOT, JR.
(Clarence P. Cazalot, Jr.)
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Director |
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/s/ EDWARD P. DJEREJIAN
(Edward P. Djerejian)
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Director |
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/s/ ANTHONY G. FERNANDES
(Anthony G. Fernandes)
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Director |
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/s/ CLAIRE W. GARGALLI
(Claire W. Gargalli)
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Director |
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/s/ PIERRE H. JUNGELS
(Pierre H. Jungels)
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Director |
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/s/ JAMES A. LASH
(James A. Lash)
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Director |
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/s/ JAMES F. MCCALL
(James F. McCall)
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Director |
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/s/ J. LARRY NICHOLS
(J. Larry Nichols)
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Director |
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/s/ H. JOHN RILEY, JR.
(H. John Riley, Jr.)
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Director |
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/s/ CHARLES L. WATSON
(Charles L. Watson)
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Director |
Exhibit Index
| 5.1 |
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Opinion of Alan R. Crain, Jr., General Counsel of Baker Hughes Incorporated, as to the
validity of the securities. |
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| 23.1 |
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Consent of Deloitte & Touche LLP |
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| 23.2 |
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Consent of Alan R. Crain, Jr. (contained in Exhibit 5.1) |