<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 3, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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BAYARD DRILLING TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<C> <C> <C>
DELAWARE
(State or other jurisdiction 1381 73-1508021
of incorporation or (Primary Standard Industrial (I.R.S. Employer
organization) Classification Code Number) Identification No.)
</TABLE>
4005 NORTHWEST EXPRESSWAY, SUITE 550E
OKLAHOMA CITY, OKLAHOMA 73116
(405) 840-9550
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
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JAMES E. BROWN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
BAYARD DRILLING TECHNOLOGIES, INC.
4005 NORTHWEST EXPRESSWAY, SUITE 550E
OKLAHOMA CITY, OKLAHOMA 73116
(405) 840-9550
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
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Copies to:
<TABLE>
<C> <C>
DAVID G. MONK WILLIAM N. FINNEGAN, IV
BAKER & BOTTS, L.L.P. ANDREWS & KURTH L.L.P.
2001 ROSS AVENUE 600 TRAVIS STREET, SUITE 4200
DALLAS, TEXAS 75201 HOUSTON, TEXAS 77002
(214) 953-6500 (713) 220-4200
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
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: [X] 333-34451
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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: [ ]
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If this Form is a post-effective amendment filed pursuant to Rule 462(d)
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: [ ]
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
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CALCULATION OF ADDITIONAL REGISTRATION FEE
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<CAPTION>
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PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE(1) REGISTRATION FEE(2)
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<S> <C> <C>
Common Stock, par value $0.01 per share . . . . . . . . . . . . . . . . . . . . . . $253,920,000 $ 76,946
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o).
(2) The Company has previously paid a filing fee of $70,534.
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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE> 2
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-1 (Reg. No. 333-34451) filed by Bayard Drilling
Technologies, Inc. (the "Company") with the Securities and Exchange Commission
on August 27, 1997, as amended by the Pre-Effective Amendment No. 1 thereto
filed on September 23, 1997, the Pre-Effective Amendment No. 2 thereto filed on
October 17, 1997 and the Pre-Effective Amendment No. 3 thereto filed on October
30, 1997, which was declared effective November 3, 1997, are incorporated
herein by reference.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 November 3, 1997.
BAYARD DRILLING TECHNOLOGIES, INC.
By: /s/ JAMES E. BROWN
------------------------------------
James E. Brown
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
<C> <S> <C>
/s/ JAMES E. BROWN Chairman of the Board, November 3, 1997
- --------------------------------------------------- President and Chief Executive
James E. Brown Officer
(Principal Executive Officer)
/s/ DAVID E. GROSE Vice President and Chief November 3, 1997
- --------------------------------------------------- Financial Officer
David E. Grose (Principal Financial and
Accounting Officer)
* Director November 3, 1997
- ---------------------------------------------------
Carl B. Anderson, III
* Director November 3, 1997
- ---------------------------------------------------
Sidney L. Tassin
* Director November 3, 1997
- ---------------------------------------------------
Lew O. Ward
* Director November 3, 1997
- ---------------------------------------------------
Merrill A. Miller, Jr.
*By: /s/ JAMES E. BROWN
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James E. Brown
Attorney-in-Fact for such persons
pursuant to the powers of attorney, dated August 27,
1997 or October 17, 1997, included in Signature Pages
of the Registration Statement on Form S-1 (333-34451),
or amendment thereto, filed on such dates.
</TABLE>
II-10
<PAGE> 4
INDEX TO EXHIBITS
EXHIBIT NO.
<TABLE>
<S> <C>
1.1 -- Form of Underwriting Agreement.*
5.1 -- Opinion of Baker & Botts, L.L.P. regarding legality of securities being registered.
23.1 -- Consent of Coopers & Lybrand L.L.P. regarding financial statements of Ward Drilling Company.
23.2 -- Consent of Coopers & Lybrand L.L.P. regarding financial statements of Trend Drilling Company.
23.3 -- Consent of Grant Thornton LLP.
23.4 -- Consent of Ernst & Young LLP.
23.5 -- Consent of Baker & Botts, L.L.P. (included in the opinion filed as Exhibit 5.1 to this Registration Statement).
23.6 -- Consent of Coopers & Lybrand L.L.P. regarding financial statements of the Company as of June 30, 1997 and the
six months then ended.
24.1 -- Powers of Attorney.*
</TABLE>
_____________
* Incorporated by reference to the Company's Registration Statement on Form
S-1, as amended (Reg. No. 333-34451).
<PAGE> 1
Exhibit 5.1
BAKER & BOTTS, L.L.P.
2001 Ross Avenue
Dallas, Texas 75201
November 3, 1997
Bayard Drilling Technologies, Inc.
4005 Northwest Expressway, Suite 550E
Oklahoma City, Oklahoma 73116
Gentlemen:
As set forth in the Registration Statement on Form S-1 (the
"Registration Statement"), filed by Bayard Drilling Technologies, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), relating
to the registration under the Act of the offering and sale of up to an
aggregate of 460,000 shares (the "Shares") of common stock, par value $0.01 per
share ("Common Stock"), of the Company, the validity of the Shares is being
passed upon for you by us. The Shares include (i) 400,000 shares (the "Selling
Stockholder Shares") of Common Stock being sold by certain of the selling
stockholders identified in the Registration Statement (the "Selling
Stockholders") and (ii) 60,000 shares (the "Company Shares") of Common Stock
that may be issued and sold by the Company pursuant to an over-allotment option
(the "Over-allotment Option") granted to the Underwriters named in the
Registration Statement. At your request, this opinion of counsel is being
furnished to you for filing as Exhibit 5.1 to the Registration Statement.
In our capacity as counsel to the Company in connection with
the registration and proposed offering and sale of the Shares, we have
familiarized ourselves with (i) the Company's Restated Certificate of
Incorporation (the "Restated Certificate of Incorporation") filed as an exhibit
to the Registration Statement and (ii) the Company's Bylaws, as amended to
date, and have examined the originals, or copies certified or otherwise
identified, of corporate records of the Company, including minute books of the
Company, certificates of public officials and of representatives of the
Company, statutes and other records, instruments and documents, as a basis for
the opinions hereinafter expressed. In giving such opinions, we have relied
upon certificates of officers of the Company with respect to the accuracy of
the material factual matters contained in such certificates.
<PAGE> 2
Based upon our examination as aforesaid, and subject to the
limitations and qualifications hereinafter set forth, we are of the opinion
that:
1. The Company is a corporation duly incorporated and
validly existing under the laws of the State of Delaware.
2. When the Board of Directors of the Company or the
duly authorized Pricing Committee of the Board of Directors of the
Company shall have fixed the price at which the Shares are to be sold,
all requisite corporate action on the part of the Company with respect
to the authorization of the Company Shares will have been taken. Upon
the occurrence of the event specified in the immediately preceding
sentence and upon the sale of the Company Shares for the price
approved by the Board of Directors of the Company or the duly
authorized Pricing Committee of the Board of Directors of the Company,
the Company Shares will be validly issued, fully paid and
nonassessable.
3. The Selling Stockholder Shares have been duly
authorized and validly issued and are fully paid and nonassessable.
The opinions set forth above are limited to matters governed
by the General Corporation Law of the State of Delaware as in effect on the
date hereof.
We hereby consent to the reference to our firm under the
caption "Legal Matters" in the Prospectus forming a part of the Registration
Statement and to the filing of this opinion as Exhibit 5.1 to the Registration
Statement. In giving such consent, we do not thereby admit that we are within
the category of persons whose consent is required under Section 7 of the Act or
the Rules and Regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ BAKER & BOTTS, L.L.P.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-1 (to be
filed on or about November 3, 1997) of our report dated August 22, 1997, on our
audit of the financial statements of Ward Drilling Company, Inc. We also
consent to the reference to our firm under the caption "Independent Public
Accountants."
Coopers & Lybrand, L.P.P.
Oklahoma City, OK
November 3, 1997
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-1 (to be
filed on or about November 3, 1997) of our report dated April 28, 1997, on our
audits of the financial statements of Trend Drilling Company. We also consent
to the references to our firm under the captions "Independent Public
Accountants."
Coopers & Lybrand, L.L.P.
Oklahoma City, OK
November 3, 1997
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT CERTIFIED ACCOUNTANTS
We have issued our report dated January 20, 1997, accompanying the
financial statements of Bayard Drilling Technologies, Inc. contained in the
Registration Statement on Form S-1 (Registration No. 333- ) and
Prospectus. We consent to the use of the aforementioned report in the
Registration Statement and Prospectus and to the use of our name as it appears
under the captions "Independent Public Accountants" and "Selected Consolidated
Financial and Operating Data".
/s/ GRANT THORNTON LLP
GRANT THORNTON LLP
Oklahoma City, Oklahoma
November 3, 1997
<PAGE> 1
EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Independent Public
Accountants" and to the use of our report dated April 17, 1997, with respect to
the financial statements of Bonray Drilling Corporation included in the
Registration Statement on Form S-1 (to be filed on or about November 3, 1997)
and related Prospectus of Bayard Drilling Technologies, Inc. for the
registration of 400,000 shares of its common stock.
ERNST & YOUNG LLP
Oklahoma City, Oklahoma
November 3, 1997
<PAGE> 1
EXHIBIT 23.6
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-1 (to be
filed on or about November 3, 1997) of our report dated October 3, 1997, on our
audit of the financial statements of Bayard Drilling Technologies, Inc. as of
June 30, 1997, and the six months then ended. We also consent to the
references to our firm under the captions "Independent Public Accountants."
Coopers & Lybrand, L.L.P.
Oklahoma City, OK
November 3, 1997
