As filed with the Securities and Exchange Commission on June 10,
1999
Registration No. _________
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)
777 N. Eldridge Parkway
Delaware Houston, Texas 77079-4493 95-1849298
(State or Other (Address of Principal Offices and (I.R.S. Employer
Jurisdiction of Zip Code) Identification No.)
Incorporation or
Organization)
GLOBAL MARINE
1998 STOCK OPTION AND INCENTIVE PLAN
(Full Title of the Plan)
JAMES L. McCULLOCH, ESQ.
Senior Vice President and General Counsel
Global Marine Inc.
777 N. Eldridge Parkway
Houston, Texas 77079-4493
(Name and Address of Agent for Service)
(281) 596-5100
(Telephone Number, Including Area Code,
of Agent for Service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed
Title of Amount Proposed Maximum Maximum Amount of
Securities to be to be Offering Price Per Aggregate Registration
Registered Registered(1) Share(2) Offering Fee
Price
<C> <S> <C> <S> <C> <C> <C>
Common Stock,
$.10 par value 7,500,000 shares $14.8125 $111,093,750 $30,884.06
</TABLE>
(1) Pursuant to Rule 416(a), this Registration Statement shall be
deemed to cover an indeterminable number of additional shares
that may become issuable pursuant to the anti-dilution
provisions of the plan. Pursuant to General Instruction E to
Form S-8, this Registration Statement also covers up to
6,624,243 additional shares that may be carried forward from
the Global Marine Inc. 1989 Stock Option and Incentive Plan
and made available under the Global Marine 1998 Stock Option
and Incentive Plan, which have been registered under three
separate registration statements of Global Marine Inc. on Form
S-8 (Registration Nos. 33-32088, 33-40961, and 33-63326), in
connection with which filing fees totaling $17,314 were paid.
(2) Estimated in accordance with Rule 457(c) and (h) solely for
the purpose of calculating the registration fee using the
average of the high and low prices reported on the New York
Stock Exchange Composite Tape for June 4, 1999.
<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed by Global Marine
Inc. (the "Company") to register (a) 7,500,000 shares of the
Company's common stock that may be issued pursuant to the Company's
1998 Stock Option and Incentive Plan, (b) pursuant to Rule 416(a),
an indeterminable number of additional shares that may become
issuable pursuant to the anti-dilution provisions of the plan, and
(c) pursuant to General Instruction E to Form S-8, up to 6,624,243
additional shares previously registered pursuant to three separate
registration statements (Nos. 33-32088, 33-40961, and 33-63326)
(the "Prior Registration Statements") relating to the Company's
1989 Stock Option and Incentive Plan. The registration of such
6,624,243 shares, along with the respective registration fees,
shall be transferred (to the extent such shares are issued under
this Registration Statement) to this Registration Statement for the
offer and sale of such shares under the 1998 Stock Option and
Incentive Plan. Pursuant to General Instruction E to Form S-8, the
contents of the Prior Registration Statements, each as amended, are
hereby incorporated by reference into this Registration Statement,
except to the extent modified by the information set forth below.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the employee benefit 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 will maintain a file of such
documents in accordance with the provisions of Rule 428. Upon
request, the registrant will furnish to the Commission or its staff
a copy or copies of all documents included in such file.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
This Registration Statement incorporates by reference the
following documents, which have been filed with the Commission by
the Company pursuant to the Securities Act and the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (File No. 1-
5471):
(a) The Company's Annual Report on Form 10-K for the year
ended December 31, 1998;
(b) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1999; and
(c) The description of the Company's Common Stock contained
in the Company's Registration Statement on Form 8-A filed
on March 6, 1989, as amended by Amendment No. 1 on Form 8
filed with the Commission on March 15, 1989.
Each document filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of 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 which
indicates that all securities offered hereby 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 such
documents.
Any statement contained in this Registration Statement, in an
amendment hereto, or in a 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
herein or in any subsequently filed supplement to this Registration
Statement or in any document that also is 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
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
<PAGE>
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 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 Global Marine Inc. provides
for indemnification of the directors and officers of Global Marine
Inc. 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, as amended, (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 of care 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.
The Company has placed in effect insurance which purports
(a) to insure it against certain costs of indemnification which may
be incurred by it pursuant to the aforementioned By-law provision
or otherwise and (b) to insure the officers and directors of the
Company and of specified subsidiaries against certain liabilities
incurred by them in the discharge of their functions as officers
and directors except for liabilities arising from their own
malfeasance.
Agreements which may be entered into with underwriters,
dealers and agents who participate in the distribution of
securities of the Company may contain provisions relating to the
indemnification of the Company's officers and directors.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
<PAGE>
Item 8. EXHIBITS
The following documents are filed as a part of this
Registration Statement or incorporated by reference herein:
Exhibit
No. Description
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(i).1 of the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1993.)
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 3(i).2 of the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1993.)
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 3(i).3 of the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1993.)
4.4* Certificate of Amendment of the Restated Certificate of
Incorporation of the Company as filed with the Secretary of State
of Delaware on May 11, 1992. (Incorporated herein by this
reference to Exhibit 3(i).4 of the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1993.)
4.5* Certificate of Amendment of the Restated Certificate of
Incorporation of the Company as filed with the Secretary of State
of Delaware on May 12, 1994. (Incorporated herein by this
reference to Exhibit 4.5 of the Registrant's Registration Statement
on Form S-3 (No. 33-53691) filed with the Commission on May 18,
1994.)
4.6* By-laws of the Company as amended through February 23,
1999. (Incorporated herein by this reference to Exhibit 3(ii).2 of
the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998.)
4.7* Global Marine 1998 Stock Option and Incentive Plan.
(Incorporated herein by this reference to Exhibit 10.1 of the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998.)
4.8* Form of Performance Stock Memorandum dated February 11,
1997, regarding conditional opportunity to acquire Company stock
granted to six executive officers, respectively. (Incorporated
herein by this reference to Exhibit 10.24 of the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1996.)
4.9* Form of Performance Stock Memorandum dated February 10,
1998, regarding conditional opportunity to acquire Company stock
granted to eight executive officers, respectively, and dated May 5,
1998 regarding conditional opportunity to acquire Company stock
granted to one executive officer. (Incorporated herein by this
reference to Exhibit 10.2 of the Registrant's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1998.)
4.10* Form of Performance Stock Memorandum dated March 12,
1999, regarding conditional opportunity to acquire Company stock
granted to eight executive officers, respectively. (Incorporated
herein by this reference to Exhibit 10.1 of the Registrant's
Quarterly Report on Form 10-Q for the quarter ended March 31,
1999.)
<PAGE>
4.11* Form of Notice of Grant of Stock Options (Non-Qualified Stock
Options). (Incorporated herein by this reference to
Exhibit 10.33 of the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1998.)
4.12* Form of Notice of Grant of Stock Options (Incentive
Stock Options). (Incorporated herein by this reference to Exhibit
10.34 of the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1998.)
5.1 Opinion of Alexander A. Krezel, Esq.
15.1 Letter of PricewaterhouseCoopers LLP regarding Awareness
of Incorporation by Reference.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Alexander A. Krezel, Esq. (included in
Exhibit 5.1).
24.1 Powers of Attorney (included on the signature page of
this Registration Statement).
* Incorporated herein by reference as indicated.
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 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
Commission pursuant to Rule 424(b) of the Securities Act
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; and
(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 the undertakings set forth in
paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if 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 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; and
<PAGE>
(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,
each filing of the registrant'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 registrant pursuant to the provisions
described under Item 6 above, or otherwise, the registrant 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 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 of
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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 this 10th day of June, 1999.
GLOBAL MARINE INC.
By: /s/ James L. McCulloch
James L. McCulloch
Senior Vice President, General Counsel
and Assistant Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints James L.
McCulloch, Alexander A. Krezel, and Walter A. Baker, 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, in any and all capacities, to sign any or all
amendments (including post-effective amendments) to this
Registration Statement and any registration statement for the same
offering filed pursuant to Rule 462 under the Securities Act of
1933 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 or necessary to be done in and about
the premises, to all intents and purposes and as fully as they
might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or their substitutes 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 date indicated.
/s/ Robert E. Rose Chairman of the Board, June 10, 1999
Robert E. Rose President, Chief Executive
Officer and Director
(Principal Executive Officer)
/s/ W. Matt Ralls Senior Vice President, Chief June 10, 1999
W. Matt Ralls Financial Officer and Treasurer
(Principal Financial Officer)
/s/ Thomas R. Johnson Vice President June 10, 1999
Thomas R. Johnson and Corporate Controller
(Principal Accounting Officer)
/s/Edward A. Blair Director June 10, 1999
Edward A. Blair
/s/ E. J. Campbell Director June 10, 1999
E. J. Campbell
<PAGE>
/s/ Thomas Cason Director June 10, 1999
Thomas Cason
/s/ John M. Galvin Director June 10, 1999
John M. Galvin
/s/ C. R. Luigs Director June 10, 1999
C. R. Luigs
/s/ Jerry C. Martin Director June 10, 1999
Jerry C. Martin
Director
Edward R. Muller
/s/ Paul J. Powers Director June 10, 1999
Paul J. Powers
/s/ Ben G. Streetman Director June 10, 1999
Ben G. Streetman
/s/ J. Whitmire Director June 10, 1999
J. Whitmire
EXHIBIT INDEX
Exhibit
No.
Description
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(i).1 of the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1993.)
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
3(i).2 of the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1993.)
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
3(i).3 of the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1993.)
4.4* Certificate of Amendment of the Restated Certificate of
Incorporation of the Company as filed with the
Secretary of State of Delaware on May 11, 1992.
(Incorporated herein by this reference to Exhibit
3(i).4 of the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1993.)
4.5* Certificate of Amendment of the Restated Certificate of
Incorporation of the Company as filed with the
Secretary of State of Delaware on May 12, 1994.
(Incorporated herein by this reference to Exhibit 4.5
of the Registrant's Registration Statement on Form S-3
(No. 33-53691) filed with the Commission on May 18,
1994.)
4.6* By-laws of the Company as amended through February 23,
1999. (Incorporated herein by this reference to
Exhibit 3(ii).2 of the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1998.)
4.7* Global Marine 1998 Stock Option and Incentive Plan.
(Incorporated herein by this reference to Exhibit 10.1
of the Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1998.)
4.8* Form of Performance Stock Memorandum dated February 11,
1997, regarding conditional opportunity to acquire
Company stock granted to six executive officers,
respectively. (Incorporated herein by this reference
to Exhibit 10.24 of the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1996.)
4.9* Form of Performance Stock Memorandum dated February 10,
1998, regarding conditional opportunity to acquire
Company stock granted to eight executive officers,
respectively, and dated May 5, 1998 regarding
conditional opportunity to acquire Company stock
granted to one executive officer. (Incorporated herein
by this reference to Exhibit 10.2 of the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998.)
4.10* Form of Performance Stock Memorandum dated March 12,
1999, regarding conditional opportunity to acquire
Company stock granted to eight executive officers,
respectively. (Incorporated herein by this reference
to Exhibit 10.1 of the Registrant's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1999.)
4.11* Form of Notice of Grant of Stock Options (Non-Qualified
Stock Options). (Incorporated herein by this reference
to Exhibit 10.33 of the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1998.)
4.12* Form of Notice of Grant of Stock Options (Incentive
Stock Options). (Incorporated herein by this reference
to Exhibit 10.34 of the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1998.)
5.1 Opinion of Alexander A. Krezel, Esq.
15.1 Letter of PricewaterhouseCoopers LLP regarding
Awareness of Incorporation by Reference.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Alexander A. Krezel, Esq. (included in
Exhibit 5.1).
24.1 Powers of Attorney (included on the signature page of
the Registration Statement).
* Incorporated herein by reference as indicated.
GLOBAL MARINE INC. EXHIBIT 5.1
777 N. Eldridge Parkway
Houston, Texas 77079-4493
U.S.A.
TELEPHONE: 281/596-5100 ALEXANDER A. KREZEL
DIRECT: 281/596-5843 Corporate Secretary
FAX: 281/596-5196 and
EMAIL: [email protected] Assistant General Counsel
June 10, 1999
Global Marine Inc.
777 N. Eldridge Parkway
Houston, Texas 77079-4493
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 (the"Act"), covering 7,500,000 shares of the
Company's common stock, $.10 par value per share, plus certain
additional shares of such stock as indicated on the Registration
Statement's cover (the "Shares"), which may be issued under the
Global Marine 1998 Stock Option and Incentive 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 herein, I am of the opinion that, in the case
of Shares originally issued by the Company, 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 limited in all respects to the General
Corporation Law of the state of Delaware as in effect on the date
hereof.
I hereby consent to the use of this opinion as an exhibit to
the Registration Statement.
Sincerely,
s / Alexander A. Krezel
Alexander A. Krezel
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 report dated May 12, 1999, on our review of
the condensed consolidated interim financial information of
Global Marine Inc. and subsidiaries for the quarter ended March
31, 1999, and included in the quarterly report on Form 10-Q of
Global Marine Inc. (Commission File No. 1-5471) for the quarter
ended March 31, 1999, is incorporated by reference in this
Registration Statement on Form S-8 of Global Marine Inc.
pertaining to 7,500,000 shares of Global Marine Inc. Common
Stock, $.10 par value per share, plus certain additional shares
of such stock as indicated on the Registration Statement's cover,
to be offered pursuant to the Global Marine 1998 Stock Option and
Incentive Plan. Pursuant to Rule 436(c) under the Securities Act
of 1933, the aforementioned report 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.
s / PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Houston, Texas
June 10, 1999
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference into this
Registration Statement on Form S-8 of Global Marine Inc.
pertaining to 7,500,000 shares of Global Marine Inc. Common
Stock, $.10 par value per share, plus certain additional shares
of such stock as indicated on the Registration Statement's cover,
to be offered pursuant to the Global Marine 1998 Stock Option and
Incentive Plan of our reports on our audits of the consolidated
financial statements and related financial statement schedule of
Global Marine Inc. and subsidiaries as of December 31, 1998 and
1997, and for each of the three years in the period ended
December 31, 1998.
s / PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Houston, Texas
June 10, 1999
