As filed with the Securities and Exchange Commission on June 27, 2000
Registration No. 333-_____
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 Executive (I.R.S. Employer
Jurisdiction of Offices and Zip Code) Identification No.)
GLOBAL MARINE
1998 STOCK OPTION AND INCENTIVE PLAN
and
GLOBAL MARINE
NON-EMPLOYEE DIRECTOR RESTRICTED STOCK PLAN
(Full Title of the Plans)
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)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Title of Amount Proposed Maximum Maximum Amount
Securities to be to be Offering Price Per Aggregate Registration
Registered Registered(1) Share(2) Offering Fee
Price(2)
<C> <C> <S> <C> <C> <C>
Common Stock,
$.10 par value 7,750,000 shares $28.8125 $223,296,875 $58,950.38
</TABLE>
(1) Includes 7,500,000 shares of Common Stock that may be issued
pursuant to the 1998 Stock Option and Incentive Plan and
250,000 shares that may be issued pursuant to the Non-
Employee Director Restricted Stock Plan. In addition,
pursuant to Rule 416(a), this Registration Statement covers
an indeterminable number of additional shares that may
become issuable pursuant to the anti-dilution provisions of
the plans.
(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 21, 2000.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
NOTE: 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. 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 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 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.
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 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 First Amendment to Global Marine 1998 Stock Option and
Incentive Plan.
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 Performance Stock Memorandum dated February 22,
2000, regarding conditional opportunity to acquire
Company stock granted to seven 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, 2000.)
4.12* 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.)
4.13* 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.)
4.14 Global Marine Non-Employee Director Restricted Stock
Plan.
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 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 Registration Statement 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 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 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 Financial Officer and
Treasurer
(Principal Financial officer)
/s/Douglas C. Stegall Vice President June 27, 2000
Douglas C. Stegall and 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
Director
Paul J. Powers
/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
