As filed with the Securities and Exchange Commission on June 28, 2000
Registration No. 33-40961
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
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 (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation or (Address of Principal
Organization) Executive Offices and
Zip Code)
GLOBAL MARINE INC.
1989 STOCK OPTION AND INCENTIVE PLAN
and
GLOBAL MARINE INC.
1990 NON-EMPLOYEE DIRECTOR STOCK OPTION 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)
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration
Statement on Form S-8 (Reg. No. 33-40961), which registration
statement was filed by Global Marine Inc. (the "Company") to
register the offering and sale of up to 4,750,000 shares of its
Common Stock, plus an indeterminate number of additional
shares which may become issuable as a result of any future
adjustments in accordance with the terms of the applicable
plan (the "Registered Shares") to participants of the
Company's 1989 Stock Option and Incentive Plan (the "1989
Plan"), is filed for the purpose of transferring, pursuant to
Instruction E to Form S-8, up to 4,750,000 of the remaining
unsold Registered Shares (the "Transferred Shares"), along
with the respective registration fees, to the extent such
shares are not issued under the 1989 Plan, to the Company's
Registration Statement on Form S-8 (Reg. No. 333-80383),
registering the offer and sale of the Transferred Shares (plus
other additional shares as specified therein) to participants
of the Company's 1998 Stock Option and Incentive Plan. The
500,000 shares (plus an indeterminate number of additional
shares which may become issuable as a result of any future
adjustments in accordance with the terms of the applicable
plan) previously registered under the Registration Statement
for offering and sale under the 1990 Non-Employee Director
Stock Option Plan are not affected by this Post-Effective
Amendment.
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. 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 either
as part of this Post-Effective Amendment No. 1 to the
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 SEC or its staff a copy or
copies of all documents included in such file.
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 SEC by the
Company pursuant to the Securities Act and the Securities
Exchange Act of 1934 (File
No.1-5471):
(a) The Company's Annual Report on Form 10-K for the
year ended December 31, 1999;
(b) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2000; 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 SEC on
March 15, 1989.
Each document filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities 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 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 the Company 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.
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 SEC 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 Inc. 1989 Stock Option and
Incentive Plan. (Incorporated herein by this
reference to Exhibit 10.6 of the Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1988.)
4.8* First Amendment to Global Marine Inc. 1989 Stock
Option and Incentive Plan. (Incorporated herein
by this reference to Exhibit 10.6 of the
Registrant's Annual Report on Form 10-K for the
year ended December 31, 1990.)
4.9** Second Amendment to Global Marine Inc. 1989
Stock Option and Incentive Plan.
4.10* Form of Stock Option Agreement pertaining to
Options granted May 10, 1989 under the 1989
Stock Option and Incentive Plan. (Incorporated
herein by this reference to Exhibit 28.3 of the
Registrant's Registration Statement on Form S-8
(No. 33-32088).)
4.11* Form of Incentive Stock Option Agreement for
general use under the 1989 Stock Option and
Incentive Plan. (Incorporated herein by this
reference to Exhibit 28.4 of the Registrant's
Registration Statement on Form S-8 (No. 33-
32088).)
4.12* Form of Stock Option Agreement for general use
under the 1989 Stock Option and Incentive Plan
(Non-Qualified Stock Options). (Incorporated
herein by this reference to Exhibit 28.5 of the
Registrant's Registration Statement on Form S-8
(No. 33-32088).)
4.13* Third Amendment to Global Marine Inc. 1989 Stock
Option and Incentive Plan. (Incorporated herein
by this reference to Exhibit 4.1 of the
Registrant's Registration Statement on Form S-8
(No. 33-63326) filed with the SEC on May 26,
1993.)
4.14* Fourth Amendment to Global Marine Inc. 1989
Stock Option and Incentive Plan. (Incorporated
herein by this reference to Exhibit 10.16 of the
Registrant's Annual Report on Form 10-K for the
year ended December 31, 1994.)
4.15* Fifth Amendment to Global Marine Inc. 1989 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 June 30, 1996.)
4.16* Sixth Amendment to Global Marine Inc. 1989 Stock
Option and Incentive Plan. (Incorporated herein
by this reference to Exhibit 10.18 of the
Registrant's Annual Report on Form 10-K for the
year ended December 31, 1996.)
4.17** Global Marine Inc. 1990 Non-Employee Director
Stock Option Plan.
4.18** Form of Stock Option Agreement for general use
under the 1990 Non-Employee Director Stock
Option Plan.
5.1** Opinion of Mr. John G. Ryan, Senior Vice
President, General Counsel and Secretary of
Global Marine Inc.
15.1 Letter of PricewaterhouseCoopers LLP regarding
Awareness of Incorporation by Reference.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2** Consent of Mr. John G. Ryan (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.
** Previously filed.
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 SEC 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 Securities 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
(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 Securities Exchange Act
(and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the
Securities 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 SEC
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.
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 Post-Effective Amendment to
Registration Statement on Form S-8 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the city of
Houston, state of Texas, on this 27th day of June 2000.
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 or her true and lawful attorneys-in-fact 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 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 he or she 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 Post-Effective Amendment to Registration Statement
on Form S-8 has been signed by the following persons in the
capacities and on the date indicated.
/s/Robert E. Rose Chairman of the Board, June 27, 2000
Robert E. Rose President, Chief Executive
Officer and Director
(Principal Executive Officer)
/s/W. Matt Ralls Senior Vice President, June 27, 2000
W. Matt Ralls Chief Financial Officer
and Treasurer
(Principal Financial Officer)
/s/Douglas C. Stegall Vice President and June 27, 2000
Douglas C. Steall Controller
(Principal Accounting Officer)
/s/Edward A. Blair Director June 27, 2000
Edward A. Blair
/s/Thomas W. Cason Director June 27, 2000
Thomas W. Cason
/s/John M. Galvin Director June 27, 2000
John M. Galvin
/s/C. R. Luigs Director June 27, 2000
C. R. Luigs
/s/Jerry C. Martin Director June 27, 2000
Jerry C. Martin
/s/Edward R. Muller Director June 27, 2000
Edward R. Muller
Paul J. Powers Director
/s/Ben G. Streetman Director June 27, 2000
Ben G. Streetman
/s/Carroll W. Suggs Director June 27, 2000
Carroll W. Suggs
/s/John Whitmire Director June 27, 2000
John Whitmire
