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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form S-8
 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 GRANT PRIDECO, INC.
  Delaware
(State or other jurisdiction of incorporation 
or organization)
    
    76-0312499
(I.R.S. Employer
Identification No.)
 400 NORTH SAM HOUSTON PKWY EAST, SUITE 900
HOUSTON, TEXAS 77060
(281) 878-8000
 Grant Prideco, Inc.
2006 Long-Term Incentive Plan
 Philip A. Choyce
Vice President and General Counsel
Grant Prideco, Inc.
400 North Sam Houston Pkwy East, Suite 900
Houston, Texas 77060
 (281) 878-8000
 With Copy to:
 Fulbright & Jaworski L.L.P.
1301 McKinney, Suite 5100
Houston, Texas 77010-3095
(713) 651-5151
Attention: Roger K. Harris
 Calculation of Registration Fee
 Title of securities to be
    
    
    Amount to be registered
    
    Proposed maximum offering
    Proposed maximum
    
    
    Amount ofregistered
    
    
    (2)(3)
    
    
    
    
    price per share (1)

    aggregate offering price (1)
    
    
    registration feeCommon Stock, par
value $.01 per
share
    
    
    3,500,000 shares
    
    
    
    

$
48.125

$
168,437,500
    
    

$
5,171.04
 (1)
    
    Estimated solely for purposes of calculating the registration fee in accordance with Rule
457(c) under the Securities Act of 1933, based on the average of the high and low sale prices
of such security on March 28, 2007, as reported by the New York Stock Exchange, Inc.(2)
    
    In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement also covers an indeterminate amount of interests to be offered or sold pursuant to
the employee benefit plan described herein.(3)
    
    The amount of Common Stock registered hereunder shall be
deemed to include any additional shares issuable as a result of any stock split, stock dividend or other change in the
capitalization of the Registrant.




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TABLE OF CONTENTS  PART IIItem 3. Incorporation of Documents by ReferenceItem 4. Description of SecuritiesItem 5. Interests of Named Experts and CounselItem 6. Indemnification of Officers and DirectorsItem 7. Exemption from Registration ClaimedItem 8. ExhibitsItem 9. UndertakingsSIGNATURESEXHIBIT INDEXOpinion of Phillip A. ChoyceConsent of Deloitte & Touche LLPConsent of Ernst & Young LLP    Table of Contents  
 PART II
 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
 Item 3. Incorporation of Documents by Reference.
     
 Item 4. Description of Securities.
  
 Item 5. Interests of Named Experts and Counsel.
  
 Item 6. Indemnification of Officers and Directors.
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Item 7. Exemption from Registration Claimed.
  
 Item 8. Exhibits.
 2.1
    
    
    
    Distribution Agreement, dated as of March 22, 2000, between Weatherford and
Grant Prideco, Inc. (incorporated by Reference to Exhibit 2.1 to Grant Prideco, Inc.s
Registration Statement on Form S-3, Reg. No. 333-35272).2.2
    
    
    
    Purchase Agreement, dated as of October 25, 2002, among Grant Prideco, Inc.,
as purchaser, and Schlumberger Technology Corporation, as seller, (incorporated by
reference to Exhibit 2.1 to Grant Prideco, Inc.s Current Report on Form 8-K, File No.
001-15423, filed on October 28, 2002).3.1
    
    
    
    Restated Certificate of Incorporation of Grant Prideco, Inc. (incorporated by
reference to Exhibit 3.1 to Grant Prideco, Inc.s Registration Statement on Form S-3,
Reg. No. 333-35272).3.2
    
    
    
    Restated Bylaws of Grant Prideco, Inc. (incorporated by reference to Exhibit
3.2 to Grant Prideco, Inc.s Registration Statement on Form 10, File No. 1-15423, as
amended).4.1
    
    
    
    Grant Prideco, Inc. 2000 Non-Employee Director Stock Option Plan
(incorporated by reference to Exhibit 10.6 to Grant Prideco, Inc.s Annual Report on
Form 10-K for the year ended December 31, 2000, File No. 1-15423).4.2
    
    
    
    Grant Prideco, Inc. 2000 Employee Stock Option and Stock Plan (incorporated
by reference toExhibit 10.5 to Grant Prideco, Inc.s Registration Statement on Form 10,
File No. 1-15423, as amended).4.3
    
    
    
    Grant Prideco, Inc. Executive Deferred Compensation Plan (incorporated by
reference to Exhibit 10.9 to Grant Prideco, Inc.s Registration Statement on Form 10,
File No. 1-15423, as amended).4.4
    
    
    
    Grant Prideco, Inc. Foreign Executive Deferred Compensation Plan
(incorporated by reference to Exhibit 10.8 to Grant Prideco, Inc.s Registration
Statement on Form 10, File No. 1-15423, as amended).4.5
    
    
    
    Grant Prideco, Inc. Deferred Compensation Plan for Non-Employee Directors
(incorporated by reference to Exhibit 10.10 to Grant Prideco, Inc.s Registration
Statement on Form 10, File No. 1-15423, as amended).4.6
    
    
    
    Grant Prideco, Inc. 401(k) Savings Plan (incorporated by reference to Exhibit
10.11 to Grant Prideco, Inc.s Registration Statement on Form 10, File No. 1-15423, as
amended).4.7
    
    
    
    Grant Prideco, Inc. 2001 Stock Option and Restricted Stock Plan (incorporated
by reference to Exhibit 10.16 to Grant Prideco, Inc.s Annual Report on Form 10-K for
the year ended December 31, 2001, File No. 1-15423).4.8
    
    
    
    Indenture relating to the 6 1/8% Senior Notes due 2015, dated as of July 27,
2005, among Grant Prideco, Inc., certain subsidiary guarantors and Wells Fargo Bank,
N.A., as Trustee (including form of note) (incorporated by reference to Exhibit 4.1 to Grant
Prideco, Inc.s Current Report on Form 8-K, filed on July 29, 2005).
 
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4.9
    
    
    
    Registration Rights Agreement relating to the 61/8% Senior Notes due 2015,
dated as of July 27, 2005, among Grant Prideco, Inc., certain subsidiary guarantors and
Banc of America Securities LLC, as representative of the initial purchasers
(incorporated by reference to Exhibit 4.2 to Grant Prideco, Inc.s Current Report on
Form 8-K, filed on July 29, 2005).4.10
    
    
    
    Amended and Restated Credit Agreement, dated as of August 31, 2006, among
Grant Prideco, Inc., certain subsidiaries of Grant Prideco, Inc. party thereto, each
lender from time to time party thereto, Bank of America, N.A., as Syndication Agent,
Wells Fargo Bank, National Association, as Administrative Agent (incorporated by
reference to Exhibit 10.1 to Grant Prideco, Inc.s Current Report on Form 8-K, filed on
September 6, 2006).4.11
    
    
    
    Employee Stock Purchase Plan (incorporate by reference to Exhibit 4.21 of
Grant Pridecos Annual Report on Form 10K for the year ended December 31, 2003, File
No. 1-15423).4.12
    
    
    
    Form of Executive Restricted-Stock Agreement (with tandem tax rights
incorporated by reference to Exhibit 4.21 to Grant Prideco, Inc.s Annual Report on
Form 10-K for the year ended December 31, 2004, File No. 1-5423).4.13
    
    
    
    Form of Executive Restricted-Stock Agreement (incorporated by reference to
Exhibit 4.22 to Grant Prideco, Inc.s Annual Report on Form 10-K for the year ended
December 31, 2004, File No. 1-5423).4.14
    
    
    
    Form of Executive Stock Option Agreement (with accelerated vesting upon
termination incorporated by reference to Exhibit 4.23 to Grant Prideco, Inc.s Annual
Report on Form 10-K for the year ended December 31, 2004, File No. 1-5423).4.15
    
    
    
    Form of Executive Stock Option Agreement (without accelerated vesting upon
termination incorporated by reference to Exhibit 4.24 to Grant Prideco, Inc.s Annual
Report on Form 10-K for the year ended December 31, 2004, File No. 1-5423).4.16
    
    
    
    Grant Prideco 2006 Long-Term Incentive Plan (incorporated by reference to
Exhibit 99.1 to Grant Pridecos Current Report on Form 10-K, File No. 1-5423, filed on
May 11, 2006)5.1*
    
    
    
    Opinion of Philip A. Choyce.21.1
    
    
    
    Subsidiaries of Registrant (incorporated by reference to Exhibit 21.1 of
Grant Pridecos Annual Report on Form 10K for the year ended December 31, 2003, File
No. 1-15423).23.1*
    
    
    
    Consent of Deloitte & Touche LLP.23.2*
    
    
    
    Consent of Ernst & Young LLP.24.1*
    
    
    
    Powers of Attorney (included in Part II of the signature page to this
Registration Statement)* Filed herewith.
 
 Item 9. Undertakings.
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SIGNATURES
  GRANT PRIDECO, INC.By:
    
    /s/ Michael McShaneMichael McShaneChief Executive Officer, President and Chairman of the Board
 POWER OF ATTORNEY
   Signature
    
    Title
    
    Date/s/
Michael McShaneMichael McShane
    
    Chief
Executive Officer,
President and Chairman of the
Board
(Principal Executive Officer)
    
    March 29, 2007/s/
Matthew D. FitzgeraldMatthew D. Fitzgerald
    
    Senior
Vice President,
Treasurer and Chief Financial
Officer
(Principal Financial Officer)
    
    March 29, 2007/s/
Greg L. BoaneGreg L. Boane
    
    Vice
President & Corporate
Controller
(Principal Accounting Officer)
    
    March 29, 2007Director
    
    March 29, 2007/s/
David J. ButtersDavid J. ButtersDirector
    
    March 29, 2007/s/
Eliot M. FriedEliot M. FriedDirector
    
    March 29, 2007/s/
Dennis R. HendrixDennis R. Hendrix
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Signature
    
    Title
    
    Date/s/
Harold E. Layman
    
    Director
    
    March 29, 2007Harold E. Layman/s/
Sheldon B. Lubar
    
    Director
    
    March 29, 2007Sheldon B. Lubar/s/
Robert K. Moses, Jr.
    
    Director
    
    March 29, 2007Robert K. Moses, Jr./s/
Joseph E. Reid
    
    Director
    
    March 29, 2007Joseph E. Reid/s/
David A. Trice
    
    Director
    
    March 29, 2007David A. Trice
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EXHIBIT INDEX
 Exhibit Number
    
    Description2.1
    
    
    
    Distribution Agreement, dated as of March 22, 2000, between Weatherford and
Grant Prideco, Inc. (incorporated by Reference to Exhibit 2.1 to Grant Prideco, Inc.s
Registration Statement on Form S-3, Reg. No. 333-35272).2.2
    
    
    
    Purchase Agreement, dated as of October 25, 2002, among Grant Prideco, Inc.,
as purchaser, and Schlumberger Technology Corporation, as seller, (incorporated by
reference to Exhibit 2.1 to Grant Prideco, Inc.s Current Report on Form 8-K, File No.
001-15423, filed on October 28, 2002).3.1
    
    
    
    Restated Certificate of Incorporation of Grant Prideco, Inc. (incorporated by
reference to Exhibit 3.1 to Grant Prideco, Inc.s Registration Statement on Form S-3,
Reg. No. 333-35272).3.2
    
    
    
    Restated Bylaws of Grant Prideco, Inc. (incorporated by reference to Exhibit
3.2 to Grant Prideco, Inc.s Registration Statement on Form 10, File No. 1-15423, as
amended).4.1
    
    
    
    Grant Prideco, Inc. 2000 Non-Employee Director Stock Option Plan
(incorporated by reference to Exhibit 10.6 to Grant Prideco, Inc.s Annual Report on
Form 10-K for the year ended December 31, 2000, File No. 1-15423).4.2
    
    
    
    Grant Prideco, Inc. 2000 Employee Stock Option and Stock Plan (incorporated
by reference toExhibit 10.5 to Grant Prideco, Inc.s Registration Statement on Form 10,
File No. 1-15423, as amended).4.3
    
    
    
    Grant Prideco, Inc. Executive Deferred Compensation Plan (incorporated by
reference to Exhibit 10.9 to Grant Prideco, Inc.s Registration Statement on Form 10,
File No. 1-15423, as amended).4.4
    
    
    
    Grant Prideco, Inc. Foreign Executive Deferred Compensation Plan
(incorporated by reference to Exhibit 10.8 to Grant Prideco, Inc.s Registration
Statement on Form 10, File No. 1-15423, as amended).4.5
    
    
    
    Grant Prideco, Inc. Deferred Compensation Plan for Non-Employee Directors
(incorporated by reference to Exhibit 10.10 to Grant Prideco, Inc.s Registration
Statement on Form 10, File No. 1-15423, as amended).4.6
    
    
    
    Grant Prideco, Inc. 401(k) Savings Plan (incorporated by reference to Exhibit
10.11 to Grant Prideco, Inc.s Registration Statement on Form 10, File No. 1-15423, as
amended).4.7
    
    
    
    Grant Prideco, Inc. 2001 Stock Option and Restricted Stock Plan (incorporated
by reference to Exhibit 10.16 to Grant Prideco, Inc.s Annual Report on Form 10-K for
the year ended December 31, 2001, File No. 1-15423).4.8
    
    
    
    Indenture relating to the 61/8% Senior Notes due 2015, dated as of July 27,
2005, among Grant Prideco, Inc., certain subsidiary guarantors and Wells Fargo Bank,
N.A., as Trustee (including form of note) (incorporated by reference to Exhibit 4.1 to
Grant Prideco, Inc.s Current Report on Form 8-K, filed on July 29, 2005).4.9
    
    
    
    Registration Rights Agreement relating to the 61/8% Senior Notes due 2015,
dated as of July 27, 2005, among Grant Prideco, Inc., certain subsidiary guarantors and
Banc of America Securities LLC, as representative of the initial purchasers
(incorporated by reference to Exhibit 4.2 to Grant Prideco, Inc.s Current Report on
Form 8-K, filed on July 29, 2005).
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Exhibit Number
    
    Description4.10
    
    
    
    Amended and Restated Credit Agreement, dated as of August 31, 2006, among
Grant Prideco, Inc., certain subsidiaries of Grant Prideco, Inc. party thereto, each
lender from time to time party thereto, Bank of America, N.A., as Syndication Agent,
Wells Fargo Bank, National Association, as Administrative Agent (incorporated by
reference to Exhibit 10.1 to Grant Prideco, Inc.s Current Report on Form 8-K, filed on
September 6, 2006).4.11
    
    
    
    Employee Stock Purchase Plan (incorporate by reference to Exhibit 4.21 of
Grant Pridecos Annual Report on Form 10K for the year ended December 31, 2003, File
No. 1-15423).4.12
    
    
    
    Form of Executive Restricted-Stock Agreement (with tandem tax rights
incorporated by reference to Exhibit 4.21 to Grant Prideco, Inc.s Annual Report on
Form 10-K for the year ended December 31, 2004, File No. 1-5423).4.13
    
    
    
    Form of Executive Restricted-Stock Agreement (incorporated by reference to
Exhibit 4.22 to Grant Prideco, Inc.s Annual Report on Form 10-K for the year ended
December 31, 2004, File No. 1-5423).4.14
    
    
    
    Form of Executive Stock Option Agreement (with accelerated vesting upon
termination incorporated by reference to Exhibit 4.23 to Grant Prideco, Inc.s Annual
Report on Form 10-K for the year ended December 31, 2004, File No. 1-5423).4.15
    
    
    
    Form of Executive Stock Option Agreement (without accelerated vesting upon
termination incorporated by reference to Exhibit 4.24 to Grant Prideco, Inc.s Annual
Report on Form 10-K for the year ended December 31, 2004, File No. 1-5423).4.16
    
    
    
    Grant Prideco 2006 Long-Term Incentive Plan (incorporated by reference to
Exhibit 99.1 to Grant Pridecos Current Report on Form 10-K, File No. 1-5423, filed on
May 11, 2006)5.1*
    
    
    
    Opinion of Philip A. Choyce.21.1
    
    
    
    Subsidiaries of Registrant (incorporated by reference to Exhibit 21.1 of
Grant Pridecos Annual Report on Form 10K for the year ended December 31, 2003, File
No. 1-15423).23.1*
    
    
    
    Consent of Deloitte & Touche LLP.23.2*
    
    
    
    Consent of Ernst & Young LLP.24.1*
    
    
    
    Powers of Attorney (included in Part II of the signature page to this
Registration Statement)* Filed herewith.
 9