Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GLOBAL MARINE INC.
(Exact name of registrant as specified in its charter)
Delaware 95-1849298
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
777 N. Eldridge Road
Houston, Texas 77079
(Address of Principal Executive Offices) (Zip Code)
GLOBAL MARINE INC.
1993 MANAGEMENT INCENTIVE AWARD PLAN
James L. McCulloch, Esq.
Vice President and General Counsel
Global Marine Inc.
777 N. Eldridge Road
Houston, Texas 77079
(Name and address of agent for service)
(713) 596-5100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount to Offering Aggregate Amount of
to be be Price per Price(1) Registration
Registered Registered share(1) Fee
Common Stock,
$.10 par value 450,000 shares 4.125 1856250.00 640.09
(1) Estimated solely for purposes of calculating the
registration fee in accordance with Rule 457(c)and (h) using
registration fee in accordance with Rule 457(c)and (h) using
the average of the high and low prices reported on the New
York Stock Exchange Composite Transactions Tape on February
, 1994.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by Global
Marine Inc. (the "Company" or the "Registrant") with the
Securities and Exchange Commission are incorporated herein by
reference:
1. The Registrant's Annual Report on Form 10-K filed
pursuant to Section 13 of the Securities Exchange Act of 1934 for
the fiscal year ended December 31, 1992;
2. All other reports filed by the Registrant pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
since the end of the fiscal year covered by the Registrant's
Annual Report referred to in (a) above; and
3. The description of the Registrant's common stock
contained in the Company's Registration Statement on Form 8-A
filed with the Securities and Exchange Commission pursuant to
Section 12 of the Securities Exchange Act of 1934 on March 6,
1989, as amended by Amendment No. 1 thereto on Form 8 filed with
the Securities and Exchange Commission on March 15, 1989.
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, 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,
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.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law
empowers a Delaware corporation to 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 such corporation) by reason of the fact that
such person is or was a director or officer, employee or agent of
such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with
such action, suit or proceeding, provided that 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. A Delaware corporation may
indemnify directors, officers, employees and others in an action
by or in the right of the corporation under the same conditions,
except that no indemnification is permitted without judicial
approval if the person to be indemnified has been adjudged to be
liable to the corporation. Where a director or officer is
successful on the merits or otherwise in the defense of any action
referred to above or in the defense of any claim, issue or matter
therein, the corporation must indemnify such director or officer
against the expenses (including attorneys' fees) which he or she
actually and reasonably incurred in connection therewith.
Section III-11 of the By-laws of the Company provides
for indemnification of the directors and officers of the Company
to the full extent permitted by law, as now in effect or later
amended. Section III-11 of the By-laws provides that expenses
incurred by a director or officer in defending a suit or other
similar proceeding shall be paid by the Company upon receipt of an
undertaking by or on behalf of the director or officer to repay
such amount if it is ultimately determined that such director or
officer is not entitled to be indemnified by the Company.
Additionally, the Company's Restated Certificate of
Incorporation (the "Charter") contains a provision that limits the
liability of the Company's directors to the fullest extent
permitted by the Delaware General Corporation Law. The provision
eliminates the personal liability of directors to the Company or
its stockholders for monetary damages for breach of the director's
fiduciary duty as a director. As a result, stockholders may be
unable to recover monetary damages against directors for negligent
or grossly negligent acts or omissions in violation of their duty
of care. The provision does not change the liability of a
director for breach of his duty of loyalty to the Company or to
stockholders, for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, for
the declaration or payment of dividends in violation of Delaware
law, or in respect of any transaction from which a director
receives an improper personal benefit.
In addition to its Charter and By-law provisions, the
Company has taken such other steps as are reasonably necessary to
effect its indemnification policy. Included among such other
steps is liability insurance provided by the Company for its
directors and officers for certain losses arising from claims or
charges made against them in their capacities as directors or
officers of the Company. The Company has also entered into
indemnification agreements with individual officers and directors.
These agreements generally provide such officers and directors
with a contractual right to indemnification to the full extent
provided by applicable law and the By-laws of the Company as in
effect at the respective dates of such agreements.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation of the Company as
filed with the Secretary of State of Delaware on March
15, 1989, effective March 16, 1989. (Incorporated
herein by this reference to Exhibit 3.1 of the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1988.)
4.2 Certificate of Amendment of the Restated Certificate of
Incorporation of the Company as filed with the Secretary
of State of Delaware on May 11, 1990. (Incorporated
herein by this reference to Exhibit 4.4 of Amendment No.
3 to the Registrant's Registration Statement on Form S-3
(No. 33-34013) filed with the Commission on May 25,
1990.)
4.3 Certificate of Correction of the Restated Certificate of
Incorporation of the Company as filed with the Secretary
of State of Delaware on September 25, 1990.
(Incorporated herein by this reference to Exhibit 4.5 of
the Registrant's Statement on Form S-3 (No. 33-37543)
filed with the Commission on November 6, 1990.)
4.4 By-laws of the Company as amended on May 10, 1989.
(Incorporated herein by this reference to Exhibit 3.3 of
the Registrant's Quarterly Report on Form 10-Q for the
Quarter ended March 31, 1989.)
5.1 Opinion of Mr. James L. McCulloch, Vice President and
General Counsel of Global Marine Inc.
15.1 Letter of Coopers & Lybrand, Independent Accountants,
regarding Awareness of Incorporation by Reference.
23.1 Consent of Mr. James L. McCulloch (Mr. McCulloch's
Consent is included in his Opinion filed as Exhibit 5.1
to this Registration Statement.)
23.2 Consent of Coopers & Lybrand, Independent Accountants.
24.1 Power of Attorney of Certain Officers and Directors.
(The Power of Attorney is included on the signature page
of this Registration Statement.)
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 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;
(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 the time shall be deemed to be the
initial bona fide offering thereof; and
(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 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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) 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.
<PAGE>
SIGNATURES AND POWER OF ATTORNEY
THE REGISTRANT. 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,
State of Texas, on the 8th day of February, 1994.
GLOBAL MARINE INC.
By: /s/Jerry C. Martin
Jerry C. Martin
Senior Vice President and
Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears on the following page constitutes and appoints
Jerry C. Martin, James L. McCulloch and Alexander A. Krezel, and
each or any one of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to
sign any and all amendments (including 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
attorneys-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 to
all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitutes or substitute,
may lawfully do or cause to be done by virtue hereof.
<PAGE>
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
/s/C.R. Luigs Chairman of the Board, February 8, 1994
(C.R. Luigs) President and Chief
Executive Officer
/s/Jerry C. Martin Senior Vice President, and February 8, 1994
(Jerry C. Martin) Chief Financial Officer
(Principal Financial
Officer)and Director
/s/Thomas R. JohnsonVice President and February 8, 1994
(Thomas R. Johnson) Controller (Principal
Accounting Officer)
/s/Patrick M. Ahern Director February 8, 1994
(Patrick M. Ahern)
/s/Donald B. Brown Director February 8, 1994
(Donald B. Brown)
/s/Edward J. Campbell Director February 8, 1994
(Edward J. Campbell)
/s/Peter T. Flawn Director February 8, 1994
(Peter T. Flawn)
/s/John M. Galvin Director February 8, 1994
(John M. Galvin)
/s/Lynn L. Leigh Director February 8, 1994
(Lynn L. Leigh)
/s/Sidney A. Shuman Director February 8, 1994
(Sidney A. Shuman)
/s/ Director
(William R. Thomas)
/s/William C. Walker Director February 8, 1994
(William C. Walker)
<PAGE>
EXHIBIT INDEX
Exhibit Page No.
5.1 Opinion of Mr. James L. McCulloch, Vice
President and General Counsel
of Global Marine Inc. E-2
15.1 Letter of Coopers & Lybrand, Independent
Accountants, regarding Awareness of
Incorporation by Reference. E-3
23.1 Consent of Mr. James L. McCulloch.
(Mr. McCulloch's Consent is included
in his Opinion filed as Exhibit 5.1
to this Registration Statement.) E-2
23.2 Consent of Coopers & Lybrand, Independent
Accountants. E-4
24.1 Power of Attorney of Certain Officers and
Directors. (The Power of Attorney
is included on the signature page
of this Registration Statement.) 5
The following exhibits are incorporated by reference in the
Registration Statement with which this set of Exhibits is filed,
as stated at page 3 of the Registration Statement (page 4 of the
sequential numbering system). Descriptions of such exhibits are
incorporated herein by this reference to Item 8 of the
Registration Statement.
4.1, 4.2, 4.3, and 4.4
E-1
EXHIBIT 5.1
February 8, 1994
Global Marine Inc.
777 N. Eldridge Road
Houston, Texas 77079
Gentlemen:
This opinion is rendered in connection with the Registration
Statement on Form S-8 (the "Registration Statement") being filed by
Global Marine Inc., a Delaware corporation (the "Company"), with
the Securities and Exchange Commission under the Securities Act of
1933, as amended, covering 450,000 shares of the Company's common
stock, $.10 par value per share (the "Shares"), which may be issued
to employees of the Company and certain of its subsidiaries under
the Global Marine Inc. 1993 Management Incentive Award Plan (the
"Plan").
I have acted as counsel for the Company in connection with the
Registration Statement. In so acting, I have examined originals or
copies, authenticated to my satisfaction, of such corporate
records, agreements, documents and other instruments and such
certificates of public officials and of officers and
representatives of the Company, and have made such inquiries of
such officers and representatives, as I have deemed relevant and
necessary as a basis for the opinion hereinafter set forth. In
such examination, I have assumed the genuineness of all signatures
and the authenticity of all documents submitted to me as originals
and the conformity to the original documents of documents submitted
to me as certified or photostatic copies.
Based upon the foregoing and the other qualifications and
limitations expressed in this opinion, I am of the opinion that the
Shares, when issued and delivered in accordance with the terms of
the Plan, will be validly issued, fully paid and nonassessable
under the laws of the State of Delaware.
This opinion is governed by, and shall be interpreted in
accordance with, the Legal Opinion Accord (the "Accord") of the ABA
Section of Business Law (1991). As a consequence, it is subject to
a number of qualifications, exceptions, definitions, limitations in
coverage and other limitations, all as more particularly described
in the Accord, and this opinion should be read in conjunction
therewith. The law covered in the opinion expressed herein is
limited to the federal law of the United States, the law of the
State of Texas and the corporate law of the State of Delaware.
I hereby consent to the use of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
James L. McCulloch
E-2
EXHIBIT 15.1
ACCOUNTANTS' AWARENESS LETTER
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Global Marine Inc. Registration Statement
We are aware that our reports dated May 6, 1993, July 21, 1993, and
November 8 , 1993, on our reviews of the consolidated interim
financial information of Global Marine Inc. and subsidiaries for
the quarters ended March 31, June 30, and September 30, 1993,
respectively, and included in the quarterly reports on Form 10-Q of
Global Marine Inc. (Commission File No. 1-5471) for the quarters
ended March 31, June 30, and September 30, 1993, respectively, are
incorporated by reference in this Registration Statement on Form S-
8 of Global Marine Inc. pertaining to 450,000 shares of Global
Marine Inc. Common Stock, par value $.10 per share, to be offered
pursuant to the Global Marine Inc. 1993 Management Incentive Award
Plan. Pursuant to Rule 436(c) under the Securities Act of 1933,
the aforementioned reports should not be considered a part of said
registration statement prepared or certified by us within the
meaning of Sections 7 and 11 of that Act.
Coopers & Lybrand
Houston, Texas
, 1994
E-3
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference into this
Registration
Statement on Form S-8 pertaining to 450,000 shares of the Common
Stock, $.10 par value, of Global Marine Inc. of our report, which
includes an explanatory paragraph that describes the Company's
adoption of the method of accounting for income taxes and the
method of accounting for postretirement benefits other than
pensions prescribed by Statements of Financial Accounting
Standards
Nos. 109 and 106, respectively, dated February 19, 1993, on our
audits of the consolidated financial statements and our report
dated February 19, 1993, on our audits on the consolidated
financial statement schedules of Global Marine Inc. and
subsidiaries, as of December 31, 1992 and 1991, and for each of
the
three years ended December 31, 1992.
Coopers & Lybrand
Houston, Texas
, 1994
E-4
