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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 20, 2000
REGISTRATION NO. 333-38436
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM F-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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SANTA FE INTERNATIONAL CORPORATION
(Exact name of Registrant as specified in its charter)
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<S> <C>
CAYMAN ISLANDS 98-0108989
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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TWO LINCOLN CENTRE, SUITE 1100
5420 LBJ FREEWAY
DALLAS, TEXAS 75240-2648
(972) 701-7300
(972) 701-7737 (FAX)
(Address and telephone number of Registrant's principal executive offices)
CARY A. MOOMJIAN, JR., ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
SANTA FE INTERNATIONAL CORPORATION
TWO LINCOLN CENTRE, SUITE 1100
5420 LBJ FREEWAY
DALLAS, TEXAS 75240-2648
(972) 701-7890
(972) 701-7892 (FAX)
(Name, address and telephone number of agent for service)
Copies of Communications to:
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<S> <C> <C>
WILLIAM L. BOEING, ESQ. ANDREW D. SOUSSLOFF, ESQ. MATTHEW J. MALLOW, ESQ.
HAYNES AND BOONE, LLP SULLIVAN & CROMWELL SKADDEN, ARPS, SLATE, MEAGHER &
1600 N. COLLINS, SUITE 2000 125 BROAD STREET FLOM LLP
RICHARDSON, TEXAS 75080 NEW YORK, NEW YORK 10004 FOUR TIMES SQUARE
(972) 680-7550 (212) 558-4000 NEW YORK, NEW YORK 10036
(972) 680-7551 (FAX) (212) 558-3588 (FAX) (212) 735-3000
(212) 735-2000 (FAX)
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
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If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses of this offering are estimated to be as follows:
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SEC registration fee................................... $ 323,903
NASD filing fee........................................ 30,500
NYSE listing fee....................................... 120,750
Legal fees and expenses................................ 740,000
Accounting fees and expenses........................... 50,000
Printing and engraving expenses........................ 350,000
Miscellaneous.......................................... 84,847
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Total:....................................... $1,700,000
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All of these expenses, except for the Securities and Exchange Commission
registration fee, the NASD filing fee and the NYSE listing fee, represent
estimates only. Santa Fe International Corporation is paying all of these
expenses.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Companies Law (2000 Revision) of the Cayman Islands does not have
specific restrictions governing a company's ability to indemnify its officers or
directors. However, under Cayman Islands case law, a company may indemnify its
directors and officers unless the director or officer has engaged in fraud or
willful default in exercising his duties of care and skill to the company.
Our articles of association require that we indemnify our officers and
directors against liabilities or expenses actually and reasonably incurred by
specific individuals under particular circumstances. These individuals include
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. The litigation must
involve his actions as our director, officer, employee, agent or his actions in
some other way on our behalf. The litigation may be civil, criminal,
administrative or investigative and may include an action by us or in the right
of us. Under these circumstances, we will indemnify the individual to the full
extent permitted by law, except for willful default or fraud. We will also
advance the expenses of defending the litigation to the full extent permitted by
law. Our indemnification and advancement of expenses are not exclusive of other
rights to indemnification or advancement of expenses allowed by law or
otherwise.
We indemnify our directors and officers against specific liabilities under
our directors and officers liability insurance policy. Except for some policy
terms, conditions and exclusions, we cover losses that the insureds become
legally obligated to pay because of claims first made against the insureds.
These losses must be made during the policy period and result from wrongful acts
that are actually or allegedly caused, committed or attempted by the insureds
before the end of the policy period. Wrongful acts include 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 our directors or officers.
We are a party to indemnity agreements with our directors and some of our
executive officers. Under these agreements, we will indemnify persons against
specific liabilities due to their service as directors and/or officers. However,
the actions that are the basis for the liabilities must have been made in good
faith and with a reasonable belief that the actions were not opposed to our best
interests. For criminal proceedings, the director or officer must have had
reasonable cause to believe his conduct was lawful. The indemnity agreements are
binding
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agreements that may not be modified unless by a signed writing executed by us
and the indemnitee. We may occasionally enter into indemnity agreements with
additional individuals who become our directors and/or officers.
Under the underwriting agreement with the underwriters, we have agreed to
indemnify the several underwriters against specific liabilities, including
liabilities under the Securities Act of 1933 that may be incurred in connection
with the offering made by the prospectus forming a part of this registration
statement. The underwriters have also agreed to indemnify us and our directors
and officers against similar liabilities. A copy of the underwriting agreement
is filed as Exhibit 1.1 to this registration statement.
ITEM 16. EXHIBITS.
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+1.1 -- Form of Underwriting Agreement.
4.1 -- Amended and Restated Memorandum of Association of the
Registrant.(1)
4.2 -- Amended and Restated Articles of Association of the
Registrant.(1)
4.3 -- Specimen of Ordinary Shares Certificate.(2)
++5.1 -- Opinion of Maples and Calder as to the legality of the
ordinary shares.
++8.1 -- Opinion of Mayer, Brown & Platt as to U.S. federal income
tax matters relative to the ordinary shares.
++8.2 -- Opinion of Maples and Calder as to Cayman Islands tax
matters relative to the ordinary shares.
10.1 -- Drilling Contract between Azerbaijan International
Operating Company and Santa Fe International Corporation,
executed on March 14, 2000, dated effective July 7,
1999.(3)
++23.1 -- Consent of Ernst & Young LLP, independent auditors.
++23.2 -- Consent of Maples and Calder (contained in Exhibits 5.1
and 8.2).
++23.3 -- Consent of Mayer, Brown & Platt (contained in Exhibit
8.1).
++24.1 -- Power of Attorney (contained in the signature page).
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(1) Incorporated by reference to the Company's Registration Statement on Form
F-1 (No. 333-6912) filed May 14, 1997.
(2) Incorporated by reference to the Company's Annual Report on Form 20-F for
the fiscal year ended June 30, 1997.
(3) Incorporated by reference to Exhibit 10.38 to the Company's Report on Form
6-K for the month of May 2000.
+ Filed herewith.
++ Previously filed.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
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Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 SEC such indemnification is against
public policy as expressed in the Securities Act of 1933 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 Securities Act of 1933 and will be governed by the
final adjudication of such issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act of 1933 shall be deemed to be part
of this registration statement as of the time it was declared effective.
(2) For the purposes of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
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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 F-3 and has duly caused this Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dallas, State of Texas, on the 20th
day of June, 2000.
SANTA FE INTERNATIONAL CORPORATION
By: /s/ CARY A. MOOMJIAN, JR.
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Name: Cary A. Moomjian, Jr.
Title: Vice President, General
Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement on Form F-3 has been signed on the 20th day
of June, 2000 by the following persons on behalf of the Registrant in the
capacities and on the dates indicated:
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SIGNATURE TITLE
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GORDON M. ANDERSON* Chairman of the Board and Director
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Gordon M. Anderson
C. STEDMAN GARBER, JR.* President, Chief Executive Officer and
----------------------------------------------------- Director (principal executive officer)
C. Stedman Garber, Jr.
SEALS M. MCCARTY* Senior Vice President and Chief Financial
----------------------------------------------------- Officer (principal financial and accounting
Seals M. McCarty officer)
RICHARD N. HAASS* Director
-----------------------------------------------------
Richard N. Haass
KHALED R. AL-HAROON* Director
-----------------------------------------------------
Khaled R. Al-Haroon
FERDINAND ANTON BERGER* Director
-----------------------------------------------------
Ferdinand Anton Berger
STEPHEN J. SOLARZ* Director
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Stephen J. Solarz
NADER HAMAD SULTAN* Director
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Nader Hamad Sultan
MAHA A. R. RAZZUQI* Director
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Maha A. R. Razzuqi
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SIGNATURE TITLE
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ROBERT E. WYCOFF* Director
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Robert E. Wycoff
/s/ CARY A. MOOMJIAN, JR. (Registrant's authorized representative in the
----------------------------------------------------- U.S.)
Cary A. Moomjian, Jr.
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Cary A. Moomjian, Jr., by signing his name hereto, does sign and execute
this Amendment No. 1 to the Registration Statement on behalf of each of the
above-named officers and directors of the Registrant on this 20th day of June,
2000, pursuant to powers of attorneys executed on behalf of each such officers
and directors, and previously filed with the Securities and Exchange Commission.
*By: /s/ CARY A. MOOMJIAN, JR.
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Cary A. Moomjian, Jr.
Attorney-in-Fact
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INDEX TO EXHIBITS
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EXHIBIT
NO. DESCRIPTION
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+1.1 -- Form of Underwriting Agreement.
4.1 -- Amended and Restated Memorandum of Association of the
Registrant.(1)
4.2 -- Amended and Restated Articles of Association of the
Registrant.(1)
4.3 -- Specimen of Ordinary Shares Certificate.(2)
++5.1 -- Opinion of Maples and Calder as to the legality of the
ordinary shares.
++8.1 -- Opinion of Mayer, Brown & Platt as to U.S. federal income
tax matters relative to the ordinary shares.
++8.2 -- Opinion of Maples and Calder as to Cayman Islands tax
matters relative to the ordinary shares.
10.1 -- Drilling Contract between Azerbaijan International
Operating Company and Santa Fe International Corporation,
executed on March 14, 2000, dated effective July 7,
1999.(3)
++23.1 -- Consent of Ernst & Young LLP, independent auditors.
++23.2 -- Consent of Maples and Calder (contained in Exhibits 5.1
and 8.2).
++23.3 -- Consent of Mayer, Brown & Platt (contained in Exhibit
8.1).
++24.1 -- Power of Attorney (contained in the signature page).
</TABLE>
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(1) Incorporated by reference to the Company's Registration Statement on Form
F-1 (No. 333-6912) filed May 14, 1997.
(2) Incorporated by reference to the Company's Annual Report on Form 20-F for
the fiscal year ended June 30, 1997.
(3) Incorporated by reference to Exhibit 10.38 to the Company's Report on Form
6-K for the month of May 2000.
+ Filed herewith.
++ Previously filed.
