As filed with the Securities and Exchange Commission on March 26, 1996.
Registration No. 33-27203
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post Effective Amendment No. 2
to
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
TRITON ENERGY LIMITED
(Exact name of registrant as specified in its charter)
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Cayman Islands None
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Caledonian House
Mary Street, P.O. Box 1043
George Town
Grand Cayman, Cayman Islands None
(Address of principal executive offices) (Zip Code)
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TRITON ENERGY 1989 STOCK OPTION PLAN
(Full title of the plans)
Robert B. Holland, III
Triton Energy Corporation
6688 North Central Expressway
Suite 1400
Dallas, Texas 75206
(Name and address of agent for service)
(214) 691-5200
(Telephone number, including
area code, of agent for service)
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission"), are incorporated herein by reference
and made a part hereof:
(i) Annual Report on Form 10-K for the year ended December 31, 1995 of
Triton Energy Corporation, a Delaware corporation ("Triton Delaware");
(ii) Current Report on Form 8-K filed February 9, 1996 of Triton
Delaware; and
(iii) the description of Ordinary Shares contained in the
Registration Statement on Form 8-A dated March 25, 1996 of Triton Energy
Limited, a Cayman Islands company (the "Company").
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all of the
Ordinary Shares offered hereunder has been sold or which deregisters all of
such Ordinary Shares then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters in connection with the validity of the Ordinary
Shares to be offered hereby have been passed upon for the Company by
its general counsel, Robert B. Holland, III.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Triton Cayman is a Cayman Islands company. Article XXXIII of Triton
Cayman's Articles of Association contains provisions with respect to
indemnification of Triton Cayman's officers and directors. Such provisions
provide that Triton Cayman shall indemnify, in accordance with and to the full
extent now or hereafter permitted by law, any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (including, without limitation, an action by or in the right of
Triton Cayman), by reason of his acting as a director, officer, employee or
agent of, or his acting in any other capacity for or on behalf of, Triton
Cayman, against any liability or expense actually and reasonably incurred by
such person in respect thereof. Triton Cayman shall also advance the expenses
of defending any such act, suit or proceeding in accordance with and to the
full extent now or hereafter permitted by law. Such indemnification and
advancement of expenses are not exclusive of any other right to
indemnification or advancement of expenses provided by law or otherwise. The
Articles of Association also provide that except under certain circumstances,
directors of Triton Cayman shall not be personally liable to Triton Cayman or
its shareholders for monetary damages for breach of fiduciary duties as a
director.
The Companies Law (1995 Revision) of the Cayman Islands does not set out
any specific restrictions on the ability of a company to indemnify officers or
directors. However, the application of basic principles and certain
Commonwealth case law which is likely to be persuasive in the Cayman Islands,
would indicate that indemnification is generally permissible except in the
event that there had been fraud or wilful default on the part of the officer
or director or reckless disregard of his duties and obligations to Triton
Cayman.
Directors and officers of Triton Cayman are also provided with
indemnification against certain liabilities pursuant to a directors and
officers liability insurance policy. Subject to applicable policy terms,
conditions and exclusions, coverage is afforded for any loss that the insureds
become legally obligated to pay by reason of any claim or claims first made
against the insureds or any of them during the policy period from any wrongful
acts that are actually or allegedly caused, committed or attempted by the
insureds prior to the end of the policy period. Wrongful acts are defined as
any actual or alleged error, misstatement, misleading statement or act,
omission, neglect or breach of duty by the insureds while acting in their
individual or collective capacities as directors or officers of Triton Cayman.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-8, including those incorporated herein by
reference.
Exhibit No. Description of Exhibit
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4.1 Articles of Association. (1)
4.2 Memorandum of Association. (1)
4.3 Specimen Certificate of Ordinary Shares, par value $.01. (1)
4.4 Rights Agreement dated as of March 25, 1996 between Triton Cayman
and Chemical Bank, as Rights Agent. (1)
5.1 Opinion of Robert B. Holland, III.(2)
23.1 Consent of Price Waterhouse, LLP.(2)
23.2 Consent of DeGolyer and MacNaughton.(2)
23.3 Consent of Robert B. Holland, III (included in his opinion filed as
Exhibit 5.1 to this Registration Statement).(2)
24 Power of Attorney.(2)
25 None
27 None
28 None
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(1) Previously filed as an exhibit to the Company's Registration Statement
on Form 8-A dated March 25, 1996 and incorporated herein by reference.
(2) Filed herewith.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Company
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Dallas, State of Texas, on
March 26, 1996.
TRITON ENERGY LIMITED
By: /s/ Robert B. Holland, III
Robert B. Holland, III
Senior Vice President
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signatures Title Date
President, Chief
/s/ Thomas G. Finck* Executive Officer
Thomas G. Finck and Director March 26, 1996
(Principal Executive Officer)
Senior Vice President and
/s/ Peter Rugg* Chief
Peter Rugg Financial Officer March 26, 1996
(Principal Financial and Accounting
Officer)
/s/ Herbert L. Brewer* Director March 26, 1996
Herbert L. Brewer
/s/ Ernest E. Cook* Director March 26, 1996
Ernest E. Cook
/s/Sheldon R. Erickson* Director March 26, 1996
Sheldon R. Erickson
/s/ Ray H. Eubank * Director March 26, 1996
Ray H. Eubank
/s/ Jesse E. Hendricks* Director March 26, 1996
Jesse E. Hendricks
Director March 26, 1996
Fitzgerald S. Hudson
/s/John R. Huff* Director March 26, 1996
John R. Huff
.
/s/ John P. Lewis* Director March 26, 1996
John P. Lewis
/s/Michael E. McMahon* Director March 26, 1996
Michael E. McMahon
/s/Wellslake D. Morse, Jr.* Director March 26, 1996
Wellslake D. Morse, Jr.
/s/Edwin D. Williamson* Director March 26, 1996
Edwin D. Williamson
/s/J. Otis Winters* Director March 26, 1996
J. Otis Winters
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*By: /s/ Robert B. Holland, III
Robert B. Holland, III,
Attorney-in-fact
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
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4.1 Articles of Association. (1)
4.2 Memorandum of Association. (1)
4.3 Specimen Certificate of Ordinary Shares, par value $.01. (1)
4.4 Rights Agreement dated as of March 25, 1996 between Triton Cayman
and Chemical Bank, as Rights Agent. (1)
5.1 Opinion of Robert B. Holland, III.(2)
23.1 Consent of Price Waterhouse, LLP.(2)
23.2 Consent of DeGolyer and MacNaughton.(2)
23.3 Consent of Robert B. Holland, III (included in his opinion filed as
Exhibit 5.1 to this Registration Statement).(2)
24 Power of Attorney.(2)
25 None
27 None
28 None
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(1) Previously filed as an exhibit to the Company's Registration Statement
on Form 8-A dated March 25, 1996 and incorporated herein by reference.
(2) Filed herewith.
Exhibit 5.1
March 26, 1996
Triton Energy Limited
Caledonian House
Mary Street, P.O. Box 1043
George Town
Grand Cayman, Cayman Islands
Dear Sirs:
This opinion is delivered in connection with the Registration Statement
(as amended, the "Registration Statement") on Form S-8 (No. 33-27203) filed
with the Securities and Exchange Commission by Triton Energy Limited, a Cayman
Islands company (the "Company"), under the Securities Act of 1933, as amended
(the "Act"), relating to the Company's Ordinary Shares, par value $.01 per
share (the "Shares"), issuable pursuant to the Company's 1989 Stock Option
Plan.
I am familiar with the Memorandum and Articles of Association of the
Company, each as amended to date. In addition, I have examined such corporate
records, documents and other instruments and have made such other examinations
and inquiries as I have deemed necessary to enable me to express the opinions
set forth herein.
Based upon the foregoing, subject to the qualifications and limitations
stated herein, and limited in all respects to the laws of the State of Texas,
the Companies Law (1995 Revision) of the Cayman Islands and the laws of the
United States of America, I am of the opinion that the Shares have been duly
authorized, validly issued, fully paid and nonassessable.
I am a member of the bar of the State of Texas and any opinion herein as
to the laws of the Cayman Islands is based upon the latest generally available
compilation of the statutes and case law of such jurisdiction.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement and the use of my name under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement.
Very truly yours,
/s/Robert B. Holland, III
Robert B. Holland, III
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-27203) of our report dated February 9, 1996
appearing on page F-2 of Triton Energy Corporation's Annual Report on Form
10-K for the year ended December 31, 1995.
PRICE WATERHOUSE LLP
Dallas, Texas
March 26, 1996
Exhibit 24
DeGolyer and MacNaughton
One Energy Square
Dallas, Texas 75206
March 25, 1996
Triton Energy Limited
Caledonian House
Mary Street, P.O. Box 1043
George Town
Grand Cayman, Cayman Islands
Gentlemen:
We hereby consent to (i) the incorporation by reference from Triton
Energy Corporation's Annual Report on Form 10-K for the year ended December
31, 1995 (the "Form 10-K"), and the inclusion in the Registration Statements
of Triton Energy Limited (the "Company") on Form S-8 (Nos. 2-80978, 33-4042,
33-27203, 33-29498, 33-46968 and 33-51691) and Form S-3 (Nos. 33-11920,
33-15793, 33-17614, 33-21984, 33-23058, 33-25634, 33-31319, 33-45847,
33-69230, 33-55347, 33-46292, 33-59567) relating to offerings of the Company's
securities of certain data from our report dated February 12, 1996, entitled
"Appraisal Report as of December 31, 1995 on Certain Properties in Colombia
owned by Triton Colombia Incorporated" under the caption "Properties -
Reserves" in Item 2 of the Form 10-K and (ii) the specific references to our
firm under such caption in the Form 10-K and under the caption "Experts" in
such Registration Statements, if applicable.
Very truly yours,
DeGOLYER and MacNAUGHTON
EXHIBIT 24
POWER OF ATTORNEY
Each person whose signature appears below authorizes Thomas G. Finck,
Peter Rugg and Robert B. Holland, III, or any of them, to execute in the name
of each such person who is then an officer or director of Triton Energy
Limited or Triton Energy Corporation (each a "Registrant") and to file (i) a
Registration Statement on Form S-3 relating to debt and equity securities of
Triton Energy Corporation and Triton Energy Limited, including debt
securities, guarantees, Preference Shares, Class A Ordinary Shares, Ordinary
Shares, and Warrants to Purchase preference shares, debt securities, and any
amendments thereto (and any additional Registration Statement related thereto
permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all
further amendments including post-effective amendments thereto)) and (ii) any
amendments to the Registration Statements on Form S-8 (Nos. 2-80978, 33-4042,
33-27203, 33-29498, 33-46968 and 33-51691) and Form S-3 (Nos. 33-11920,
33-15793, 33-17614, 33-21984, 33-23058, 33-25634, 33-31319, 33-45847,
33-69230, 33-55347, 33-46292, 33-59567) in each case necessary or advisable to
enable the Registrant to comply with the Securities Act of 1933, as amended,
and any rules, regulations and requirements of the Securities and Exchange
Commission, in respect thereof, in connection with the registration of the
securities which are the subject of such Registration Statements, which
amendments may make such changes in such Registration Statements as such
attorney may deem appropriate.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Power of Attorney has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
/s/Thomas G. Finck Chairman of the Board, Chief
Thomas G. Finck Executive Officer, Director March 26, 1996
(Principal Executive Officer)
/s/Peter Rugg Senior Vice President and
Peter Rugg Chief Financial Officer March 26, 1996
(Principal Financial and
Accounting Officer)
/s/Herbert L. Brewer March 26, 1996
Herbert L. Brewer Director
/s/Ernest E. Cook March 26, 1996
Ernest E. Cook Director
/s/Shelcon R. Erikson March 26, 1996
Sheldon R. Erikson Director
/s/Ray H. Eubank March 26, 1996
Ray H. Eubank Director
/s/Jesse E. Hendricks March 26, 1996
Jesse E. Hendricks Director
March 26, 1996
Fitzgerald S. Hudson Director
/s/John R. Huff March 26, 1996
John R. Huff Director
/s/John P. Lewis March 26, 1996
John P. Lewis Director
/s/Michael E. McMahon March 26, 1996
Michael E. McMahon Director
/s/Wellslake D. Morse Jr. March 26, 1996
Wellslake D. Morse, Jr. Director
/s/Edwin D. Williamson March 26, 1996
Edwin D. Williamson Director
March 26, 1996
/s/J. Otis Winters
J. Otis Winters Director
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