What was the primary purpose of this 8-K filing?

The primary purpose of this filing was to report amendments made to Schlumberger N.V.'s Articles of Incorporation. These amendments were necessary to comply with changes in Netherlands Antilles law, to take advantage of new legal flexibilities, and to clarify or update certain provisions within the company's governing documents.

Did the amendments to the Articles of Incorporation affect the total number of shares SLB can issue?

No, the filing explicitly states that the recent amendments to Schlumberger's Articles of Incorporation did not increase the number of shares of capital stock that Schlumberger may issue.

What is the current status of SLB's common and preferred stock issuance as of March 31, 2005?

As of March 31, 2005, Schlumberger was authorized to issue up to 1,500,000,000 shares of common stock. Of these, 667,106,015 shares were issued, with 589,174,503 shares outstanding and 77,931,512 held in treasury. The company was authorized to issue up to 200,000,000 shares of preferred stock, but none had been issued as of the filing date.

What are the key details regarding dividend rights for SLB shareholders?

All outstanding common shares are entitled to participate equally in dividends from available profits. However, any accumulated and unpaid dividends on preferred stock (if issued) must be paid in full before any dividends can be distributed to common stockholders. The declaration and amount of dividends are determined by the stockholders or the Board of Directors, subject to legal requirements regarding retained earnings and equity levels.

SLB 8-K SEC Disclosure — Apr 29, 2005

Summary

This Form 8-K filing by Schlumberger N.V. (SLB) on April 29, 2005, primarily reports on recent amendments to its Articles of Incorporation. These changes were made to comply with updated Netherlands Antilles law, enhance corporate flexibility, and clarify existing provisions. Importantly, these amendments do not alter the total number of shares SLB is authorized to issue. The filing also provides a comprehensive overview of SLB's capital stock structure, including authorized and outstanding common and preferred shares, as well as details regarding dividend, voting, preemptive, and liquidation rights. Investors should note the details regarding the company's capital structure, including the ability to issue up to 1.5 billion common shares and 200 million preferred shares. The filing confirms that as of March 31, 2005, over 667 million common shares were issued, with approximately 589 million outstanding. No preferred shares have been issued. The report clarifies the rights of common and preferred stockholders, including voting rights, dividend entitlement, and procedures for calling shareholder meetings and effecting changes to corporate governance. The buy-out provision, allowing acquisition of remaining shares by a 90% stakeholder, is also detailed.

Key Highlights

1SLB's Articles of Incorporation have been amended to comply with new Netherlands Antilles law and provide greater corporate flexibility.
2The amendments do not increase the total number of authorized shares for common or preferred stock.
3SLB is authorized to issue up to 1,500,000,000 common shares and 200,000,000 preferred shares.
4As of March 31, 2005, 667,106,015 common shares were issued, with 589,174,503 outstanding and 77,931,512 in treasury.
5No preferred shares have been issued as of the filing date.
6The filing details dividend rights, emphasizing that preferred stock dividends must be paid before common stock dividends.
7Voting rights are detailed, with each common and preferred share (if issued) entitled to one vote.
8A provision exists for a buy-out of remaining shares by a holder(s) controlling at least 90% of SLB's equity.

SLB LIMITED/NV 8-K Report, Corporate Update (Apr 29, 2005)

Summary

Key Highlights

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