As filed with the Securities and Exchange Commission on October 12, 1999
Registration No. 333-
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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R&B FALCON CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 76-0544217
(State or Other (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation or
Organization)
901 Threadneedle
Houston, Texas 77079
(281) 496-5000
(Address of Principal Executive Offices)
---------------
R&B Falcon Corporation
1999 Employee Long-Term Incentive Plan
(Full Title of Plans)
---------------
Wayne K. Hillin
R&B Falcon Corporation
901 Threadneedle
Houston, Texas 77079
(Name and Address of Agent For Service)
(281) 496-5000
(Telephone Number, Including Area Code, of Agent For Service)
----------------
Copies to:
W. Mark Young
Gardere Wynne Sewell & Riggs, L.L.P.
1000 Louisiana, Suite 3400
Houston, Texas 77002-5007
(713) 276-5864
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CALCULATION OF REGISTRATION FEE
============================================================================
| | Proposed | Proposed |
| | Maximum | Maximum |
Title of each class | | Offering | Aggregate | Amount of
of Securities to be |Amount to be | Price per | Offering |Registration
Registered |Registered (2)| Share | Price | Fee
- ----------------------------------------------------------------------------
Common Stock, $0.01 | | | |
par value(1) | 3,277,320 |$12.96875(3)|$42,502,744(3)| $11,815.76
- ----------------------------------------------------------------------------
Common Stock, $0.01 | | | |
par value(1) | 3,222,680 | $9.830(4) |$31,678,944(4)| $8,806.75
============================================================================
(1) Includes associated Rights to purchase shares of the Registrant's
Series A Junior Participating Preferred Stock, which Rights are not
currently separable from the shares of Common Stock and are not
currently exercisable.
(2) The amount being registered represents 6,500,000 authorized and
unissued shares reserved for issuance upon the exercise of options
under the Registrant's 1999 Employee Long-Term Incentive Plan.
Pursuant to Rule 416(a), this Registration Statement covers, in
addition to the above 6,500,000 shares of Common Stock, an
indeterminate number of shares that may become subject to the options
pursuant to certain anti-dilution provisions.
(3) Estimated solely for purpose of calculating the registration fee in
accordance with Rules 457(c) and 457(h) on the basis of the average of
the high and low price of the Registrant's common stock as reported on
the New York Stock Exchange, Inc. on October 11, 1999.
(4) Calculated solely for purposes of this offering under Rule 457(h) of
the Securities Act, on the basis of the weighted average exercise
price of the outstanding options.
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PART I
INFORMATION REQUIRED IN THE SECTION 10 PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
__________________
* The document(s) containing the plan information required by Item 1 of
Form S-8 and the statement of availability of registrant information and
any other information required by Item 2 of Form S-8 will be sent or given
to participants as specified by Rule 428 under the Securities Act of 1933,
as amended (the "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 under the Securities Act. The Registrant shall
maintain a file of such documents in accordance with the provisions of Rule
428. Upon request, the Registrant shall furnish to the Commission or its
staff a copy or copies of all of the documents included in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed by R&B Falcon Corporation (the
"Registrant") with the Securities and Exchange Commission (File
No.001-13729) are incorporated in this registration statement by reference
and shall be deemed to be a part hereof.
(1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998 filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
(2) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 1999 and June 30, 1999.
(3) The Registrant's Current Reports on Form 8-K dated March 16,
1999, April 19, 1999, April 21, 1999, May 20, 1999 and May 21, 1999 and
Registrant's Amendment No. 1 to Current Report on Form 8-K/A dated
January 20, 1999, each filed pursuant to Section 12 of the Exchange Act.
(4) The description of the Registrant's Common Stock which is
contained in the Registrant's Registration Statement on Form 8-A dated
December 19, 1997 filed pursuant to Section 12 of the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.
In addition, all documents 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 have been sold or which deregisters all securities then remaining
unsold under this registration statement, 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.
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.
4.1 -- Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December
31, 1997).
4.2 -- Amended and Restated Bylaws (incorporated by reference to
Exhibit 3.2 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1997).
4.3 -- Rights Agreement dated as of December 23, 1997 between the
Registrant and American Stock Transfer & Trust Company, as
Rights Agent (incorporated by reference to Exhibit 4.2 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997).
4.4 -- 1999 Employee Long-Term Incentive Plan of R&B Falcon
Corporation (incorporated by reference to Exhibit 99.A to the
Registrant's Proxy Statement dated April 13, 1999).
5.1* -- Opinion of Gardere Wynne Sewell & Riggs, L.L.P., counsel for
the Registrant.
15* -- Letter regarding unaudited interim financial information.
23.1* -- Consent of Arthur Andersen LLP, independent accountants.
23.2* -- Consent of Gardere Wynne Sewell & Riggs, L.L.P. (included in
Exhibit 5.1).
24.1* -- Power of Attorney (included on signature page on page II-4).
___________________
* 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 of 1933;
(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.
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 Securities and Exchange Commission pursuant to Rule 424(b)
of the Securities Act of 1933 if, in the aggregate, the changes in
volume and price represent no more 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 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 Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(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
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 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.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of
Texas, on October 12, 1999.
R&B FALCON CORPORATION
By: /s/Paul B. Loyd, Jr.
-------------------------
Paul B. Loyd, Jr.
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Paul B. Loyd, Jr., Tim W. Nagle and
Wayne K. Hillin, and each of them, each of whom may act without joinder of
the other, his or her true and lawful attorneys and agents, with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all pre- and
post-effective amendments to this Registration Statement, and to file the
same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agents, and each of them, 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 as to all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, and each of them, or the substitute
or substitutes of any or all of them, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.
Signature Title Date
/s/Paul B. Loyd, Jr. Chairman of the Board, October 12, 1999
- ------------------------ Chief Executive Officer and Director
Paul B. Loyd, Jr. (Principal Executive Officer)
/s/Tim W. Nagle Executive Vice President October 12, 1999
- ------------------------ and Chief Financial Officer
Tim W. Nagle (Principal Accounting and
Financial Officer)
/s/Purnendu Chatterjee Director October 12, 1999
- ------------------------
Purnendu Chatterjee
/s/Arnold L. Chavkin Director October 12, 1999
- ------------------------
Arnold L. Chavkin
/s/Charles A. Donabedian Director October 12, 1999
- ------------------------
Charles A. Donabedian
/s/Douglas A.P. Hamilton Director October 12, 1999
- ------------------------
Douglas A.P. Hamilton
/s/Macko A.E. Laqueur Director October 12, 1999
- ------------------------
Macko A.E. Laqueur
/s/Michael E. Porter Director October 12, 1999
- ------------------------
Michael E. Porter
/s/Robert L. Sandmeyer Director October 12, 1999
- ------------------------
Robert L. Sandmeyer
/s/Douglas E. Swanson Director October 12, 1999
- ------------------------
Douglas E. Swanson
/s/Steven A. Webster Director October 12, 1999
- ------------------------
Steven A. Webster
/s/William R. Ziegler Director October 12, 1999
- ------------------------
William R. Ziegler
INDEX TO EXHIBITS
4.1 -- Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December
31, 1997).
4.2 -- Amended and Restated Bylaws (incorporated by reference to
Exhibit 3.2 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1997).
4.3 -- Rights Agreement dated as of December 23, 1997 between the
Registrant and American Stock Transfer & Trust Company, as
Rights Agent (incorporated by reference to Exhibit 4.2 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997).
4.4 -- 1999 Employee Long-Term Incentive Plan of R&B Falcon
Corporation (incorporated by reference to Exhibit 99.A to the
Registrant's Proxy Statement dated April 13, 1999).
5.1* -- Opinion of Gardere Wynne Sewell & Riggs, L.L.P., counsel for
the Registrant.
15* -- Letter regarding unaudited interim financial information.
23.1* -- Consent of Arthur Andersen LLP, independent accountants.
23.2* -- Consent of Gardere Wynne Sewell & Riggs, L.L.P. (included in
Exhibit 5.1).
24.1* -- Power of Attorney (included on signature page on page II-4).
___________________
* Filed herewith.
EXHIBIT 5.1
(Letterhead of Gardere Wynne Sewell & Riggs, L.L.P.)
October 11, 1999
R&B Falcon Corporation
901 Threadneedle
Houston, Texas 77079
Re: Registration Statement on Form S-8
Gentlemen:
As set forth in the Registration Statement (the "Registration
Statement") on Form S-8 to be filed by R&B Falcon Corporation, a
Delaware corporation (the "Company"), with the Securities and
Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended, relating to the issuance of up to 6,500,000
shares (the "Shares") of the Company's common stock, par value
$0.01 per share, subject to options granted or to be granted under
the 1999 Employee Long-Term Incentive Plan of R&B Falcon Corporation
(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 5.1 to
the Registration Statement.
In our capacity as your counsel in the connection referred to
above, we have examined the Amended and Restated Certificate of
Incorporation and Amended and Restated Bylaws of the Company and
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. 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.
We have assumed the authenticity and completeness of all
records, certificates and other instruments submitted to us as
originals, the conformity to original documents of all records,
certificates and other instruments submitted to us as copies,
the authenticity and completeness of the originals of those
records, certificates and other instruments submitted to us as
copies and the correctness of all statements of fact contained
in all records, certificates and other instruments that we have
examined.
Based on the foregoing, and having regard for such legal
considerations as we have deemed relevant, we are of the opinion
that, when issued and sold in the manner referred to in the Plan,
the Shares will be legally and validly issued, fully paid and
nonassessable.
The foregoing opinion is limited to the federal laws of the
United States of America and the General Corporation Law of the
State of Delaware, and we are expressing no opinion as to the
effect of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement and
further consent to the use of our name wherever appearing in the
Registration Statement and any amendments to it.
Very truly yours,
GARDERE WYNNE SEWELL & RIGGS, L.L.P.
By: /s/ William Mark Young
------------------------
W. Mark Young
EXHIBIT 15.1
Letter regarding unaudited interim financial information
R&B Falcon Corporation:
We are aware that R&B Falcon Corporation has incorporated by reference
in this registration statement on Form S-8, its Form 10-Q for the quarters
ended March 31, 1999 and June 30, 1999, which include our reports dated
April 28, 1999 and July 23, 1999, 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 Sections 7 and 11
of the Act.
/s/ARTHUR ANDERSEN LLP
Houston, Texas
October 12, 1999
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 of
our report dated March 26, 1999 included in R&B Falcon Corporation's Form
10-K for the year ended December 31, 1998 and to all references to our
Firm included in this registration statement.
/s/ARTHUR ANDERSEN LLP
Houston, Texas
October 12, 1999
