8-KMaterial AgreementsOther EventsExhibits & Filings

SLB LIMITED/NV 8-K Report, Material Agreement (Apr 19, 2005)

Filed April 19, 2005For Securities:SLB

Summary

SLB LIMITED/NV (SLB) filed an 8-K report on April 19, 2005, detailing material events that occurred on April 13, 2005. The primary focus of this filing is the approval by SLB's stockholders of significant equity incentive plans and amendments to corporate governance documents. Specifically, shareholders approved the Schlumberger 2005 Stock Option Plan, allowing for the grant of options on up to 9,000,000 shares of common stock. Additionally, an amendment to the Schlumberger Discounted Stock Purchase Plan was approved, increasing the number of shares available for purchase by 6,000,000. Beyond equity incentives, the stockholders also ratified amendments to the company's Articles of Incorporation. These amendments were necessary to comply with new Netherlands Antilles law and also provided for voluntary updates to enhance flexibility and clarify existing provisions. These corporate actions are aimed at aligning the company's structure with current legal frameworks and potentially improving its operational and governance flexibility.

Key Highlights

  • 1Stockholders approved the Schlumberger 2005 Stock Option Plan, authorizing grants for up to 9,000,000 shares.
  • 2An amendment to the Schlumberger Discounted Stock Purchase Plan was approved, adding 6,000,000 shares for purchase.
  • 3Mandatory amendments to the Articles of Incorporation were approved to comply with recent changes in Netherlands Antilles law.
  • 4Voluntary amendments to the Articles of Incorporation were approved to increase flexibility and clarify provisions.
  • 5All approvals were obtained during the 2005 Annual General Meeting of Stockholders held on April 13, 2005.
  • 6Details of these plans and amendments are incorporated by reference from the company's definitive proxy statement filed on March 15, 2005.

Frequently Asked Questions

The 2005 Stock Option Plan is designed to incentivize and retain employees by allowing the company to grant stock options covering up to 9,000,000 shares of common stock.

The amendments serve a dual purpose: to ensure compliance with new legal requirements in the Netherlands Antilles and to provide the company with greater flexibility and clarity in its corporate governance and operations.

Detailed information regarding the 2005 Stock Option Plan and the amendment to the Discounted Stock Purchase Plan, as well as the amendments to the Articles of Incorporation, can be found in SLB's definitive proxy statement filed with the SEC on March 15, 2005.

The 2005 Stock Option Plan allows for up to 9,000,000 shares, and the Discounted Stock Purchase Plan amendment adds 6,000,000 shares. The total number of shares potentially involved in these specific equity programs is 15,000,000, which investors should consider in the context of total outstanding shares when evaluating potential dilution.