<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 9, 1998.
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BAYARD DRILLING TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 73-1508021
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
4005 NORTHWEST EXPRESSWAY, SUITE 550E, OKLAHOMA CITY, OKLAHOMA 73116
(Address of principal executive offices, including zip code)
BAYARD DRILLING TECHNOLOGIES, INC. 1997 NON-EMPLOYEE DIRECTORS' STOCK OPTION
PLAN
(Full title of the plan)
JAMES E. BROWN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
BAYARD DRILLING TECHNOLOGIES, INC.
4005 NORTHWEST EXPRESSWAY, SUITE 550E
OKLAHOMA CITY, OKLAHOMA 73116
(Name and address of agent for service)
(405) 840-9550
(Telephone number, including area code, of agent for service)
--------------------
COPIES TO:
Geoffrey L. Newton
Baker & Botts, L.L.P.
2001 Ross Avenue
Dallas, Texas 75201-2980
(214) 953-6500
--------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered share (1) price (1) registration fee
<S> <C> <C> <C> <C>
Common Stock, par
value $0.01 per share 200,000 $14.50 $2,900,000.00 $855.50
</TABLE>
(1) This estimate is made, pursuant to Rules 457(c) and (h) of the General
Rules and Regulations under the Securities Act of 1933, solely for the
purpose of calculating the amount of the registration fee. The above
calculation is based on the offering of 200,000 shares at a purchase
price of $14.50 per share, which is the average of the high and low
prices of the Common Stock as reported on the American Stock Exchange
on April 7, 1998.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The document(s) containing the information concerning the Bayard
Drilling Technologies, Inc. 1997 Non-Employee Directors' Stock Option Plan
(the "Plan") required by Item 1 of Form S-8 and the statement of availability
of registrant information, Plan information and other information required by
Item 2 of Form S-8 will be sent or given to employees as specified by Rule 428
under the Securities Act of 1933, as amended ("Securities Act"). In accordance
with Rule 428 and the requirements of Part I of Form S-8, such documents are
not being filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. Bayard Drilling Technologies, Inc. (the
"Company") shall maintain a file of such documents in accordance with the
provisions of Rule 428. Upon request, the Company shall furnish to the
Commission or its staff a copy or copies of any or all of the documents
included in such file.
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<PAGE> 3
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by the Company with the
Commission are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997; and
(2) The description of the capital stock of the Company contained
in the Company's Registration Statement on Form S-1 (Registration No.
333-43535).
All documents filed by the Company with the Commission 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 to this
Registration Statement that indicates that all securities offered hereby have
been sold or that deregisters all securities then remaining unsold, shall be
deemed to be incorporated in this Registration Statement by reference and to be
a part hereof from the date of filing of such documents.
Any statement contained in this Registration Statement, in an
amendment hereto or in a document incorporated by reference herein shall be
deemed modified or superseded for purposes of this Registration Statement to
the extent that a statement contained herein, in any subsequently filed
supplement to this Registration Statement or any document that is also
incorporated by reference herein modifies or supersedes such statement. Any
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.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Set forth below is a description of certain provisions of the Restated
Certificate of Incorporation of the Company (the "Certificate"), the Amended
and Restated Bylaws of the Company (the "Bylaws"), Indemnification Agreements
(the "Indemnification Agreements") the Company has entered into with its
directors and certain of its officers (the "Indemnitees") and the Delaware
General Corporation Law (the "DGCL"). This description is intended as a
summary only
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and is qualified in its entirety by reference to the Certificate, the Bylaws
and the Indemnification Agreements, copies of which have been filed as exhibits
to the Company's 10-K for the fiscal year ended December 31, 1997, and by
reference to the DGCL.
Delaware General Corporation Law
Section 145(a) of the DGCL provides that a corporation may indemnify
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 (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Section 145(b) of the DGCL provides that a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
Section 145(c) of the DGCL provides that to the extent that a
director, officer, employee or agent of a corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred
to in subsections (a) and (b) of Section 145, or in defense of any claim, issue
or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
Section 145(d) of the DGCL provides that any indemnification under
subsections (a) and (b) of Section 145 (unless ordered by a court) shall be
made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he has met the applicable standard of
conduct set forth in
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<PAGE> 5
subsections (a) and (b) of Section 145. Such determination shall be made (1)
by the board of directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (2) if
such a quorum is not obtainable, or, even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the stockholders.
Section 145(e) of the DGCL provides that expenses (including
attorneys' fees) incurred by an officer or director in defending any civil,
criminal, administrative or investigative action, suit or proceeding may be
paid by the corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by the corporation as authorized in
Section 145. Such expenses (including attorneys' fees) incurred by other
employees and agents may be so paid upon such terms and conditions, if any, as
the board of directors deems appropriate.
Section 145(f) of the DGCL provides that the indemnification and
advancement of expenses provided by, or granted pursuant to, Section 145 shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise.
Section 145(g) of the DGCL provides that a corporation shall have the
power to purchase and maintain insurance on behalf of any person who is or was
a director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his capacity as such, whether or not the
corporation would have the power to indemnify him against such liability under
Section 145.
The Certificate
Article Thirteenth of the Certificate provides that a director of the
Company shall not be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (1) for any breach of the director's duty of loyalty to the Company
or its stockholders, (2) for acts or omissions not in good faith or which
involve intentional misconduct or knowing violation of law, (3) under Section
174 of the Delaware General Corporation Law, as the same exists or as such
provision may hereafter be amended, supplemented or replaced, or (4) for any
transaction from which the director derived an improper personal benefit. Any
repeal or amendment of this Article Thirteenth by the stockholders of the
Company shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director of the Company arising from
an act or omission occurring prior to the time of such repeal or amendment. In
addition to the circumstances in which a director of the Company is not
personally liable as set forth in the foregoing provisions of this Article
Thirteenth, a director shall not be liable to the Company or its stockholders
to such further extent as permitted by any law hereafter enacted,
II-3
<PAGE> 6
including without limitation any subsequent amendment to the Delaware General
Corporation Law. Notwithstanding any other provisions of this Certificate or
any provision of law that might otherwise permit a lesser or no vote, but in
addition to any affirmative vote of the holders of any particular class or
series of the capital stock of the Company required by law or by this
Certificate, the affirmative vote of the holders of not less than 66 2/3% in
voting power of the shares of the Company then entitled to be voted in an
election of directors, voting together as a single class, shall be required to
amend or repeal, or to adopt any provision inconsistent with, this Article
Thirteenth.
Article Twelfth of the Certificate provides that the Company shall
indemnify any person who was, is, or is threatened to be made a party to a
proceeding (as hereinafter defined) by reason of the fact that he or she (1) is
or was a director or officer of the Company or (2) while a director or officer
of the Company, is or was serving at the request of the Company as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, limited liability
company, association, partnership, joint venture, sole proprietorship, trust,
employee benefit plan or other enterprise, entity or organization to the
fullest extent permitted under the Delaware General Corporation Law, as the
same exists or may hereafter be amended. Such right shall be a contract right
and as such shall run to the benefit of any director or officer who is elected
and accepts the position of director or officer of the Company or elects to
continue to serve as a director or officer of the Company while this Article
Twelfth is in effect. Any repeal or amendment of this Article Twelfth shall be
prospective only and shall not limit the rights of any such director or officer
or the obligations of the Company with respect to any claim arising from or
related to the services of such director or officer in any of the foregoing
capacities prior to any such repeal or amendment to this Article Twelfth. Such
right shall include the right to be paid by the Company expenses (including
attorneys' fees) incurred in defending any such proceeding in advance of its
final disposition to the maximum extent permitted under the Delaware General
Corporation Law, as the same exists or may hereafter be amended. If a claim
for indemnification or advancement of expenses hereunder is not paid in full by
the Company within 60 days after a written claim has been received by the
Company, the claimant may at any time thereafter bring suit against the Company
to recover the unpaid amount of the claim, and, if successful in whole or in
part, the claimant shall also be entitled to be paid the expenses of
prosecuting such claim. It shall be a defense to any such action that such
indemnification is not permitted under the Delaware General Company Law, but
the burden of proving such defense shall be on the Company. Neither the
failure of the Company (including its board of directors or any committee
thereof or independent legal counsel, or stockholders) to have made its
determination prior to the commencement of such action that indemnification of
the claimant is permissible in the circumstances nor an actual determination by
the Company (including its board of directors or any committee thereof,
independent legal counsel or stockholders) that such indemnification is not
permissible shall be a defense to the action or create a presumption that such
indemnification is not permissible. In the event of the death of any person
having a right of indemnification under the foregoing provisions, such right
shall inure to the benefit of his or her heirs, executors, administrators and
personal representatives. The rights conferred above shall not be exclusive of
any other right which any person may have or hereafter acquire under any
statute, bylaw, resolution of stockholders or directors, agreement or
otherwise.
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<PAGE> 7
The Company may additionally indemnify any employee or agent of the
Company to the fullest extent permitted by law.
As used herein, the term "proceeding" means any threatened, pending or
completed action, suit, or proceeding, whether civil, criminal, administrative,
arbitrative, or investigative, any appeal in such an action, suit or
proceeding, and any inquiry or investigation that could lead to such an action,
suit or proceeding.
The Bylaws
Article Eight of the Bylaws provides that each person who at any time
shall serve or shall have served as a director, officer, employee or agent of
the Company (including any predecessor of the Company), or any person who is or
was serving at the written request of the Company (in accordance with written
procedures adopted from time to time by the Board of Directors) as a director,
officer, partner, venturer, proprietor, trustee, employee, agent or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan or other enterprise,
shall be entitled to (a) indemnification and (b) the advancement of expenses
incurred by such person from the Company as, and to the fullest extent,
permitted by Section 145 of the Delaware General Corporation Law or any
successor statutory provision, as from time to time amended. The foregoing
right of indemnification and to the advancement of expenses shall not be deemed
exclusive of any other rights to which those to be indemnified may be entitled
as a matter of law or under any agreement, vote of stockholders or
disinterested directors of the Company, or other arrangement.
The Company may purchase and maintain insurance or another arrangement
on behalf of any person who is or was a director, officer, employee or agent of
the Company or who is or was serving at the written request of the Company as a
director, officer, partner, venturer, proprietor, trustee, employee, agent or
similar functionary of another foreign or domestic corporation, partnership,
joint venture, sole proprietorship, trust, employee benefit plan or other
enterprise against any liability asserted against and incurred by such person
in such capacity or arising out of such person's status in such capacity,
whether or not the Company would have the power to indemnify such person
against that liability under this Article Eight or the Delaware General
Corporation Law.
Indemnification Agreements
Under the terms of the Indemnification Agreements, the Company has
generally agreed to indemnify, and advance expenses to, each Indemnitee to the
fullest extent permitted by applicable law on the date of such agreements and
to such greater extent as applicable law may thereafter permit. In addition,
the Indemnification Agreements contain specific provisions pursuant to which
the Company has agreed to indemnify each Indemnitee (i) if such person is, by
reason of his or her status as a director, nominee for director, officer, agent
or fiduciary of the Company or of any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise with which such
person was serving at the request of the Company (any such status being
hereinafter referred
II-5
<PAGE> 8
to as a "Corporate Status"), made or threatened to be made a party to any
threatened, pending or completed action, suit, arbitration, alternative dispute
resolution mechanism, investigation or other proceeding (each, a "Proceeding"),
other than a Proceeding by or in the right of the Company, (ii) if such person
is, by reason of his or her Corporate Status, made or threatened to be made a
party to any Proceeding brought by or in the right of the Company to procure a
judgment in its favor, except that no indemnification shall be made in respect
of any claim, issue or matter in such Proceeding as to which such Indemnitee
shall have been adjudged to be liable to the Company if applicable law
prohibits such indemnification (unless and only to the extent that a court
shall otherwise determine), (iii) against expenses actually and reasonably
incurred by such person or on his or her behalf in connection with any
Proceeding to which such Indemnitee was or is a party by reason of his or her
Corporate Status and in which such Indemnitee is successful, on the merits or
otherwise, (iv) against expenses actually and reasonably incurred by such
person or on his or her behalf in connection with a Proceeding to the extent
that such Indemnitee is, by reason of his or her Corporate Status, a witness or
otherwise participates in any Proceeding at a time when such person is not a
party in the Proceeding, and (v) against expenses actually and reasonably
incurred by such person in any judicial adjudication of or any award in
arbitration to enforce his or her rights under the Indemnification Agreements.
Furthermore, under the terms of the Indemnification Agreements, the
Company has agreed to pay all reasonable expenses incurred by or on behalf of
an Indemnitee in connection with any Proceeding, whether brought by or in the
right of the Company or otherwise, in advance of any determination with respect
to entitlement to indemnification and within 15 days after the receipt by the
Company of a written request from such Indemnitee for such payment. In the
Indemnification Agreements, each Indemnitee has agreed that he or she will
reimburse and repay the Company for any expenses so advanced to the extent that
it shall ultimately be determined that he or she is not entitled to be
indemnified by the Company against such expenses.
The Indemnification Agreements also include provisions that specify
the procedures and presumptions which are to be employed to determine whether
an Indemnitee is entitled to indemnification thereunder. In some cases, the
nature of the procedures specified in the Indemnification Agreements varies
depending on whether there has occurred a "Change of Control" (as defined in
the Indemnification Agreements) of the Company.
Insurance
The Company has obtained and intends to maintain in effect directors'
and officers' liability insurance policies providing customary coverage for its
directors and officers against losses resulting from wrongful acts committed by
them in their capacities as directors and officers of the Company.
ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED.
Not applicable.
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<PAGE> 9
ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation of the Company, as
amended (filed as Exhibit 3.1 to the Company's Registration
Statement on Form S-1 dated November 4, 1997 (Registration No.
333-34451), as amended (the "S-1"), and incorporated herein by
reference)
4.2 Amended and Restated Bylaws of the Company, as adopted August
19, 1997 (filed as Exhibit 3.2 to the S-1 and incorporated
herein by reference)
4.3 Specimen of certificate representing Common Stock, par value
$0.01 per share, of the Company (filed as Exhibit 4.1 to the
S-1 and incorporated herein by reference)
5 Opinion of Baker & Botts, L.L.P.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Grant Thornton LLP
23.3 Consent of Baker & Botts, L.L.P. (included in Exhibit 5)
24 Power of Attorney (included on the execution page of this
Registration Statement)
ITEM 9. UNDERTAKINGS.
(a) The Company 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 this 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 this
Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more
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<PAGE> 10
than a 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to such
information in this 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 with or furnished to the Commission by the Company
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this 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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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 Company pursuant to the foregoing provisions, or otherwise, 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. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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 Company 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 and will be governed by the final
adjudication of such issue.
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<PAGE> 11
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 this Registration Statement 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 this 9th day of April, 1998.
BAYARD DRILLING TECHNOLOGIES, INC.
By: /s/ James E. Brown
----------------------------------
James E. Brown
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Bayard Drilling Technologies, Inc., a Delaware corporation,
which is filing a Registration Statement on Form S-8 with the Securities and
Exchange Commission under the provisions of the Securities Act of 1933, hereby
constitutes and appoints James E. Brown and David E. Grose, and each of them,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, and
in any and all capacities, to sign and file any or all amendments to this
Registration Statement on Form S-8, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
it being understood that said attorneys-in-fact and agents, and each of them,
shall have full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, and that each of
the undersigned hereby ratifies and confirms all that said attorneys-in-fact as
agents or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
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 indicated on April 9, 1998.
SIGNATURE TITLE
/s/ James E. Brown Chairman of the Board, President and
- -------------------------- Chief Executive Officer
James E. Brown
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<PAGE> 12
/s/ David E. Grose Vice President and
- ------------------------------ Chief Financial Officer
David E. Grose
Director
- ------------------------------
Carl B. Anderson, III
/s/ Mark Liddell Director
- ------------------------------
Mark Liddell
/s/ Merrill A. Miller, Jr. Director
- ------------------------------
Merrill A. Miller, Jr.
/s/ Sidney L. Tassin Director
- ------------------------------
Sidney L. Tassin
Director
- ------------------------------
Lew O. Ward
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<PAGE> 13
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- -------- -----------
<S> <C>
4.1 Certificate of Incorporation, as amended (filed as Exhibit 3.1 to the Company's Registration Statement
on Form S-1 (Commission File No. 333-34451), as amended (the "S-1"), and incorporated herein by
reference)
4.2 Amended and Restated Bylaws (filed as Exhibit 3.2 to the S-1 and incorporated herein by reference)
4.3 Specimen of certificate representing Common Stock, par value $0.01 per share, of Bayard Drilling,
Technologies, Inc. (filed as Exhibit 4.1 to the S-1 and incorporated herein by reference)
5 Opinion of Baker & Botts, L.L.P.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Grant Thornton LLP
23.3 Consent of Baker & Botts, L.L.P. (included in Exhibit 5)
24 Power of Attorney (included on the execution page of this Registration Statement)
</TABLE>
<PAGE> 1
Exhibit 5
BAKER & BOTTS, L.L.P.
2001 Ross Avenue
Dallas, Texas 75201
April 9, 1998
Bayard Drilling Technologies, Inc.
4005 Northwest Expressway
Suite 550E
Oklahoma City, Oklahoma 73116
Ladies and Gentlemen:
As set forth in the Registration Statement on Form S-8 (the
"Registration Statement") to be 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 "Securities Act"),
relating to the offering of up to 200,000 shares (the "Shares") of the common
stock, par value $0.01 per share ("Common Stock"), of the Company, pursuant to
the Bayard Drilling Technologies, Inc. 1997 Non-Employee Directors' Stock
Option Plan (the "Plan"), certain legal matters in connection with the Shares
are being passed upon for the Company by us. At your request, this opinion is
being furnished to you for filing as Exhibit 5 to the Registration Statement.
In our capacity as counsel to the Company in the connection
referenced above, we have examined the Company's Restated Certificate of
Incorporation and Amended and Restated Bylaws, each as amended to date, and the
Plan, and have examined the originals, or copies certified or otherwise
identified, of corporate records of the Company, including minute books of the
Company as furnished to us by the Company, certificates of public officials and
of representatives of the Company, statutes and other instruments and documents
as a basis for the opinions hereinafter expressed.
We have assumed that all signatures on all documents examined
by us are genuine, that all documents submitted to us as originals are
authentic, that all documents submitted to us as copies are true and correct
copies of the originals thereof and that all information submitted to us was
accurate and complete.
<PAGE> 2
Bayard Drilling Technologies, Inc. -2- April 9, 1998
Based upon our examination as aforesaid, and subject to the
assumptions, qualifications, limitations and exceptions herein set forth, we
are of the opinion that:
1. The Company is a corporation duly incorporated and
validly existing in good standing under the laws of the State of
Delaware.
2. When issued and sold from time to time in accordance
with the provisions of the Plan (and any applicable agreements
pertaining to awards granted or to be granted under the Plan) pursuant
to awards granted by, and for consideration fixed by, the Committee of
the Board of Directors of the Company charged with administering the
Plan, the Shares will be duly authorized by all necessary corporate
action on the part of the Company, validly issued, fully paid and
nonassessable.
The opinions set forth above are limited to the General
Corporation Law of the State of Delaware, and no opinion is expressed herein as
to matters governed by the law of any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/ BAKER & BOTTS, L.L.P.
Baker & Botts, L.L.P.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 (to be filed on or about April 8, 1998), which registers shares under
the Bayard Drilling Technologies, Inc. (the "Company") 1997 Non-Employee
Directors' Stock Option Plan, of our report dated February 19, 1998, on our
audit of the financial statements of the Company. We also consent to the
reference to our firm under the caption "Independent Public Accountants."
/s/ COOPERS & LYBRAND L.L.P.
Coopers & Lybrand L.L.P.
Oklahoma City, Oklahoma
April 8, 1998
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated January 20, 1997, accompanying the
financial statements of Bayard Drilling Technologies, Inc. included in the
Annual Report of the Company to its shareholders on Form 10-K for the year
ended December 31, 1997 which is incorporated by reference in this Registration
Statement. We consent to the incorporation by reference in the Registration
Statement on Form S-8 of the aforementioned report.
/s/ GRANT THORNTON LLP
GRANT THORNTON LLP
Oklahoma City, Oklahoma
April 8, 1998
