As filed with the Securities and Exchange Commission on August 2, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 Jurisdiction of (I.R.S. Employer
Incorporaiton or organization) Identification No.)
901 Threadneedle
Houston, Texas 77079
(281) 496-5000
(Address of Principal Executive Offices)
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2000 Employee Long-Term Incentive Plan
of R&B Falcon Corporation
(Full Title of Plans)
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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)
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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
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| |Proposed | |
| |Maximum | Proposed |
Title of each class| Amount |Offering | Maximum | Amount of
of Securities to be| to be |Price per| Aggregate |Registration
Registered |Registered (2)| Share | Offering | Fee
| | | |
Common Stock, | 5,000,000 | (3) |$101,357,803| $26,759
$0.01 par value(1) | | | |
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(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 5,000,000 authorized
and unissued shares reserved for issuance upon the exercise
of options under the Registrant's 2000 Employee Long-Term
Incentive Plan. Pursuant to Rule 416(a), this Registration
Statement covers, in addition to the above 5,000,000 shares
of Common Stock, an indeterminate number of shares that may
become subject to the options pursuant to certain anti-
dilution provisions.
(3) Of the 5,000,000 shares of Common Stock registered hereby,
445,414 shares are subject to options previously granted
under the Plan at an exercise price of $23.6875 per share.
The proposed maximum offering price per share of the
remaining 4,554,586 shares is $19.9375, estimated solely for
purpose of calculating the registration fee in accordance
with Rule 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 on July 31, 2000.
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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, 1999 filed pursuant to Section
13(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act");
(2) The Registrant's Quarterly Report on Form 10-Q for
the fiscal quarter ended March 31, 2000; and
(3) 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 Report on Form 10-K for the year ended
December 31, 1997).
4.2 -- Amended and Restated Bylaws (incorporated by reference
to Exhibit 3.2 to the Registrant's Report on Form 10-K
for the 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 -- 2000 Employee Long-Term Incentive Plan of R&B Falcon
Corporation (incorporated by reference to Exhibit 99.A
to the Registrant's Definitive Proxy Statement filed
April 24, 2000).
5.1* -- Opinion of Gardere Wynne Sewell & Riggs, L.L.P., counsel
for the Registrant.
15.1* -- 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 ACalculation 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 of 1933,
the registrant certifies that is 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, State of Texas, on August 2, 2000.
R&B FALCON CORPORATION
By: /s/Paul B. Loyd, Jr.
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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 of 1933,
this registration statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
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/s/Paul B. Loyd, Jr. Chairman of the Board, August 2, 2000
------------------------- Chief Executive Officer
Paul B. Loyd, Jr. and Director
(Principal Executive Officer)
/s/Tim W. Nagle Executive Vice President August 2, 2000
------------------------- and Chief Financial Officer
Tim W. Nagle (Principal Accounting and
Financial Officer)
_________________________ Director August , 2000
Purnendu Chatterjee
/s/Steven A. Webster Director August 2, 2000
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Steven A. Webster
_________________________ Director August , 2000
Arnold L. Chavkin
/s/Charles A. Donabedian Director August 2, 2000
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Charles A. Donabedian
/s/Douglas A.P. Hamilton Director August 2, 2000
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Douglas A.P. Hamilton
/s/Macko A.E. Laqueur Director August 2, 2000
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Macko A.E. Laqueur
/s/Michael E. Porter Director August 2, 2000
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Michael E. Porter
_________________________ Director August , 2000
Robert L. Sandmeyer
/s/Douglas E. Swanson Director August 2, 2000
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Douglas E. Swanson
/s/William R. Ziegler Director August 2, 2000
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William R. Ziegler
/s/Richard A. Pattarozzi Director August 2, 2000
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Richard A. Pattarozzi
INDEX TO EXHIBITS
4.1 -- Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to the
Registrant's Report on Form 10-K for the year ended
December 31, 1997).
4.2 -- Amended and Restated Bylaws (incorporated by reference
to Exhibit 3.2 to the Registrant's Report on Form 10-K
for the 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 -- 2000 Employee Long-Term Incentive Plan of R&B Falcon
Corporation (incorporated by reference to Exhibit 99.A
to the Registrant's Definitive Proxy Statement filed
April 24, 2000).
5.1* -- Opinion of Gardere Wynne Sewell & Riggs, L.L.P., counsel
for the Registrant.
15.1* -- 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.
