AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 30, 1997
Registration No. 333-____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
R&B FALCON CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 76-0544217
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1900 WEST LOOP SOUTH, SUITE 1800
HOUSTON, TEXAS 77027
(Address of Principal Executive Offices including Zip Code)
FALCON DRILLING COMPANY, INC. 1997 STOCK OPTION PLAN
FALCON DRILLING COMPANY, INC. 1995 STOCK OPTION PLAN
FALCON DRILLING COMPANY, INC. 1994 STOCK OPTION PLAN
FALCON DRILLING COMPANY, INC. 1992 STOCK OPTION PLAN
READING & BATES CORPORATION 1997 LONG-TERM INCENTIVE PLAN
READING & BATES CORPORATION 1996 DIRECTOR RESTRICTED STOCK AWARD PLAN
READING & BATES CORPORATION 1995 LONG-TERM INCENTIVE PLAN
READING & BATES CORPORATION 1995 DIRECTOR STOCK OPTION PLAN
READING & BATES CORPORATION 1992 LONG-TERM INCENTIVE PLAN
READING & BATES CORPORATION 1990 STOCK OPTION PLAN
(Full Title of the Plans)
STEVEN A. WEBSTER
R&B FALCON CORPORATION
CHIEF EXECUTIVE OFFICER
1900 WEST LOOP SOUTH, SUITE 1800
HOUSTON, TEXAS 77027
(Name and Address of Agent for Service)
(713) 623-8984
(Telephone Number, including Area
Code, of Agent for Service)
Copies of all correspondence to:
J. Michael Schell, Esq. Richard Hall
Skadden, Arps, Slate, Meagher & Flom LLP Cravath, Swaine & Moore
919 Third Avenue Worldwide Plaza
New York, New York 10022 825 Eighth Avenue
(212) 735-3000 New York, New York 10019
(212) 474-1000
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Amount Offering aggregate Amount Of
Title of Securities to be Price per offering Registration
to be Registered Registered(1) Share price(2) Fee
Common Stock, par
value $.01 per
share (and
associated rights) 7,863,382 N/A $265,731,545 $78,391
____________________
(1) Represents maximum number of shares available for issuance
under the Plans.
(2) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h)(1) and Rule 457(c),
based on the sum of (i) the product of (a) $28.97 (the
average high and low prices of the common stock, par value
$.01 per share, of Falcon Drilling Company, Inc. (the
"Falcon Common Stock") on December 23, 1997 on the New York
Stock Exchange Composite Tape) times (b) 760,504 (the number
of shares of Falcon Common Stock reserved for issuance upon
the exercise of outstanding options to purchase Falcon
Common Stock) and (ii) the product of (a) $34.31 (the
average high and low prices of the common stock, par value
$.05 per share, of Reading & Bates Corporation (the "R&B
Common Stock") on December 23, 1997 on the New York Stock
Exchange Composite Tape) times (b) 7,102,878 (the number of
shares of R&B Common Stock reserved for issuance upon the
exercise of outstanding options to purchase R&B Common
Stock).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed with the Securities
and Exchange Commission (Commission file number 0-26388) by
Falcon Drilling Company, Inc. ("Falcon") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
are incorporated herein by reference:
1. Falcon's Annual Report on Form 10-K for the year
ended December 31, 1996 (which incorporates by
reference certain information from Falcon's Proxy
Statement relating to the 1996 Annual Meeting of
Stockholders);
2. Falcon's Current Reports on Form 8-K dated June
25, 1997, July 16, 1997 and August 8, 1997,
December 17, 1997 and December 24, 1997;
3. Falcon's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1997, June 30, 1997 and
September 30, 1997; and
4. The Joint Proxy Statement/Prospectus of Falcon and
Reading & Bates Corporation on Schedule 14A, dated
November 20, 1997, which is included as part of
the Registration Statement on Form S-4 (File No.
333-40627) of the Registrant.
The following documents previously filed with the Securities
and Exchange Commission (Commission file number 1-5587) by
Reading & Bates Corporation ("R&B") pursuant to the Exchange Act
are incorporated herein by reference:
1. R&B's Annual Report on Form 10-K for the year
ended December 31, 1996 (which incorporates by
reference certain information from R&B's Proxy
Statement relating to the 1996 Annual Meeting of
Stockholders);
2. R&B's Current Reports on Form 8-K dated January 7,
1997, January 21, 1997, January 28, 1997, February
19, 1997, February 26, 1997, March 17, 1997, March
26, 1997, April 16, 1997, April 21, 1997, May 2,
1997, May 13, 1997, May 28, 1997, June 18, 1997,
June 30, 1997, July 2, 1997, July 11, 1997, July
15, 1997, August 6, 1997 , August 22, 1997, August
27, 1997, September 11, 1997, September 12, 1997,
September 26, 1997, October 3, 1997, October 14,
1997, October 16, 1997, October 27, 1997, October
29, 1997, November 4, 1997, November 6, 1997,
November 21, 1997, December 16, 1997, December 17,
1997, December 23, 1997 and December 29, 1997;
3. R&B's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1997, June 30, 1997 and
September 30, 1997; and
4. The Joint Proxy Statement/Prospectus of Falcon and
R&B on Schedule 14A, dated November 20, 1997,
which is included as part of the Registration
Statement on Form S-4 (File No. 333-40627) of the
Registrant.
The following documents previously filed by the Registrant
with the Securities and Exchange Commission are incorporated
herein by reference:
1. The description of the Registrant's Common Stock
(and attached rights) set forth in the
Registration Statement on Form 8-A, dated December
19, 1997, filed by the Registrant pursuant to
Section 12 of the Exchange Act, including any
amendment or report filed for purposes of updating
any such description.
All documents and reports subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold
or which deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of
filing of such documents. Any statement contained in a document
incorporated by reference herein and filed prior to the filing
hereof shall be deemed to be modified or superseded for purposes
of this registration statement to the extent that a statement
contained herein modifies or supersedes such statement, and any
statement contained herein or in any other document 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 in any other subsequently filed document
which also is 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.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Amended and Restated Certificate of Incorporation and
Bylaws of R&B Falcon Corporation require the indemnification of
directors and officers to the fullest extent permitted by law.
Section 145 of the Delaware General Corporation Law
authorizes and empowers R&B Falcon Corporation to indemnify the
directors, officers, employees and agents of R&B Falcon
Corporation against liabilities incurred in connection with, and
related expenses resulting from, any claim, action or suit
brought against any such person as a result of his relationship
with R&B Falcon Corporation, provided that such person acted in
good faith and in a manner such person reasonably believed to be
in, and not opposed to, the best interests of R&B Falcon
Corporation in connection with the acts or events on which such
claim, action or suit is based. The finding of either civil or
criminal liability on the part of such persons in connection with
such acts or events is not necessarily determinative of the
question of whether such persons have met the required standard
of conduct and are, accordingly, entitled to be indemnified. The
foregoing statements are subject to the detailed provisions of
Section 145 of the General Corporation law of the State of
Delaware.
Article 6.1 of the Bylaws of R&B Falcon Corporation provides
that R&B Falcon Corporation shall indemnify to the fullest extent
authorized or permitted by law, any person made, or threatened to
be made, a party to or otherwise involved in any action or
proceeding by reason of the fact that he or she is or was a
director or officer of R&B Falcon Corporation, at the request of
R&B Falcon Corporation or by reason of the fact that such
director or officer at the request of R&B Falcon Corporation, is
or was serving any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, in any
capacity.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS
The following exhibits are filed as part of this
registration statement or incorporated by reference herein.
Exhibit
Number Description
5.1 Opinions of Leighton E. Moss, Esq. and Wayne
K. Hillin, Esq. regarding the legality of the
securities being registered.
15 Letter re: unaudited interim financial information.
23.1 Consent of Arthur Andersen LLP, Houston, Texas.
23.2 Consent of Arthur Andersen LLP, Houston, Texas.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) Not Applicable
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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 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 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)-(g) Not Applicable.
(h) 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 Securities and Exchange
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.
(i)-(j) Not Applicable.
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
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 Houston, Texas, on December 30, 1997.
R&B FALCON CORPORATION
By: /s/ Steven A. Webster
_____________________________
Name: Steven A. Webster
Title: Chief Executive Officer
and President
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 December 30, 1997.
NAME TITLE
/s/ Paul B. Loyd, Jr. Chairman of the Board and
_______________________ Director
Paul B. Loyd, Jr.
/s/ Steven A. Webster Chief Executive Officer,
_______________________ President and Director
Steven A. Webster
/s/ Steven A. Webster Chief Financial Officer
_______________________
Steven A. Webster
/s/ Steven A. Webster Controller (Principal
_______________________ Accounting Officer)
Steven A. Webster
Exhibit 5.1
R&B FALCON CORPORATION
1900 West Loop South
Houston, Texas 77027
December 30, 1997
R&B Falcon Corporation
1900 West Loop South, Suite 1800
Houston, Texas 77027
Re: R&B Falcon Corporation
Registration Statement on Form S-8
Ladies and Gentlemen:
I am a corporate counsel to R&B Falcon
Corporation, a Delaware corporation (the "Company"), and
am rendering this opinion in connection with the
preparation of a Registration Statement on Form S-8 (the
"Registration Statement") of the Company to be filed by
the Company with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Act of
1933, as amended (the "Act"), relating to the
registration by the Company of up to 760,504 shares (the
"Shares") of the Company's common stock, par value $.01
per share (together with the attached Series A Junior
Participating Preferred Stock Purchase Rights, the
"Common Stock"), issuable under the Falcon Drilling
Company, Inc. ("Falcon") 1997 Stock Option Plan, the
Falcon 1995 Stock Option Plan, the Falcon 1994 Stock
Option Plan, and the Falcon 1992 Stock Option Plan (the
"Plans"). I am also General Counsel of Falcon. The
Company has assumed the obligations of Falcon under the
Plans in connection with the merger of FDC Acquisition
Corp., a wholly owned subsidiary of the Company, with and
into Falcon, and as a result, Falcon will become a wholly
owned subsidiary of the Company.
This opinion is being furnished in accordance
with the requirements of Item 601(b)(5) of Regulation S-K
under the Act.
In connection with rendering this opinion, I
have examined and am familiar with originals or copies,
certified or otherwise identified to my satisfaction, of
such documents as I have deemed necessary or appropriate
as a basis for the opinion set forth herein, including,
without limitation, (i) the Registration Statement; (ii)
a specimen certificate evidencing the Common Stock; (iii)
the Amended and Restated Certificate of Incorporation of
the Company; (iv) the Amended and Restated Bylaws of the
Company; (vii) the Plans; (vii) certain resolutions of
the Board of Directors of the Company relating to the
Plans; and (viii) such other certificates, instruments
and documents as I considered necessary or appropriate
for the purposes of this opinion.
In my examination, I have assumed the legal
capacity of all natural persons, the genuineness of all
signatures, the authenticity of all documents submitted
to me as originals, the conformity to original documents
of all documents submitted to me as certified, conformed
or photostatic copies and the authenticity of the
originals of such latter documents. In making my
examination of documents executed or to be executed by
parties other than the Company, I have assumed that such
parties had the power, corporate or other, to enter into
and perform all obligations thereunder and have also
assumed the due authorization by all requisite action,
corporate or other, and execution and delivery by such
parties of such documents and the validity and binding
effect thereof. As to any facts material to the opinions
expressed herein which I have not independently
established or verified, I have relied upon statements
and representations of officers and other representatives
of the Company and others.
For purposes of this opinion, I have assumed
that prior to the issuance of any of the Shares the
Registration Statement becomes effective.
I am admitted to the Bar of the State of Texas,
and I do not express any opinion as to the laws of any
jurisdiction other than the General Corporation Law of
the State of Delaware.
Based upon and subject to the foregoing, I am
of the opinion that the Shares, when issued in accordance
with the terms and conditions of the Plans, will be
validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion
with the Commission as an exhibit to the Registration
Statement. In giving this consent, however, I do not
hereby admit that I am within the category of persons
whose consent is required under Section 7 of the Act and
the rules and regulations of the Commission promulgated
thereunder.
Very truly yours,
/s/ Leighton E. Moss
Leighton E. Moss
Exhibit 5.1
R&B FALCON CORPORATION
1900 West Loop South
Houston, Texas 77027
December 30, 1997
R&B Falcon Corporation
1900 West Loop South, Suite 1800
Houston, Texas 77027
Re: R&B Falcon Corporation
Registration Statement on Form S-8
Ladies and Gentlemen:
I am a corporate counsel to R&B Falcon
Corporation, a Delaware corporation (the "Company"), and
am rendering this opinion in connection with the
preparation of a Registration Statement on Form S-8 (the
"Registration Statement") of the Company to be filed by
the Company with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Act of
1933, as amended (the "Act"), relating to the
registration by the Company of up to 7,102,878 shares
(the "Shares") of the Company's common stock, par value
$.01 per share (together with the attached Series A
Junior Participating Preferred Stock Purchase Rights, the
"Common Stock"), issuable under the Reading & Bates
Corporation ("R&B") 1997 Long-Term Incentive Plan, the
R&B 1996 Director Restricted Stock Award Plan, the R&B
1995 Long-Term Incentive Plan, the R&B 1995 Director
Stock Option Plan, the R&B 1992 Long-Term Incentive Plan
and the R&B 1990 Stock Option Plan (the "Plans"). I am
also General Counsel of R&B. The Company has assumed the
obligations of R&B under the Plans in connection with the
merger of Reading & Bates Acquisition Corp., a wholly
owned subsidiary of the Company, with and into R&B, and
as a result, R&B will become a wholly owned subsidiary of
the Company.
This opinion is being furnished in accordance
with the requirements of Item 601(b)(5) of Regulation S-K
under the Act.
In connection with rendering this opinion, I
have examined and am familiar with originals or copies,
certified or otherwise identified to my satisfaction, of
such documents as I have deemed necessary or appropriate
as a basis for the opinion set forth herein, including,
without limitation, (i) the Registration Statement; (ii)
a specimen certificate evidencing the Common Stock; (iii)
the Amended and Restated Certificate of Incorporation of
the Company; (iv) the Amended and Restated Bylaws of the
Company; (vii) the Plans; (vii) certain resolutions of
the Board of Directors of the Company relating to the
Plans; and (viii) such other certificates, instruments
and documents as I considered necessary or appropriate
for the purposes of this opinion.
In my examination, I have assumed the legal
capacity of all natural persons, the genuineness of all
signatures, the authenticity of all documents submitted
to me as originals, the conformity to original documents
of all documents submitted to me as certified, conformed
or photostatic copies and the authenticity of the
originals of such latter documents. In making my
examination of documents executed or to be executed by
parties other than the Company, I have assumed that such
parties had the power, corporate or other, to enter into
and perform all obligations thereunder and have also
assumed the due authorization by all requisite action,
corporate or other, and execution and delivery by such
parties of such documents and the validity and binding
effect thereof. As to any facts material to the opinions
expressed herein which I have not independently
established or verified, I have relied upon statements
and representations of officers and other representatives
of the Company and others.
For purposes of this opinion, I have assumed
that prior to the issuance of any of the Shares the
Registration Statement becomes effective.
I am admitted to the Bar of the State of Texas,
and I do not express any opinion as to the laws of any
jurisdiction other than the General Corporation Law of
the State of Delaware.
Based upon and subject to the foregoing, I am
of the opinion that the Shares, when issued in accordance
with the terms and conditions of the Plans, will be
validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion
with the Commission as an exhibit to the Registration
Statement. In giving this consent, however, I do not
hereby admit that I am within the category of persons
whose consent is required under Section 7 of the Act and
the rules and regulations of the Commission promulgated
thereunder.
Very truly yours,
/s/ Wayne K. Hillin
Wayne K. Hillin
Exhibit 15
READING & BATES CORPORATION:
We are aware that Reading & Bates Corporation has
incorporated by reference in this registration statement on Form
S-8, to be filed on December 30, 1997, its Forms 10-Q for the
quarters ended March 31, 1997, June 30, 1997, and September 30,
1997, which include our reports dated April 14, 1997, July 14,
1997, and October 15, 1997, respectively, covering the unaudited
interim financial information contained therein. Pursuant to
Regulation C of the Securities Act of 1933, those reports are not
considered a part of the registration statement prepared or
certified by our firm or reports prepared or certified by our
firm within the meaning of Section 7 and 11 of the Act.
ARTHUR ANDERSEN LLP
Houston, Texas
December 30, 1997
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form
S-8, to be filed on December 30, 1997, of our report dated
February 13, 1997 included in Falcon Drilling Company, Inc.'s
Form 10-K for the year ended December 31, 1996 and to all
references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Houston, Texas
December 30, 1997
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form
S-8, to be filed on December 30, 1997, of our report dated
January 27, 1997 included in Reading & Bates Corporation's Form
10-K for the year ended December 31, 1996 and to all references
to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Houston, Texas
December 30, 1997
