SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
McDERMOTT INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Republic of Panama 72-0593134
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1450 Poydras Street, New Orleans, Louisiana 70161
(Address of principal executive offices) (Zip Code)
1992 SENIOR MANAGEMENT STOCK OPTION PLAN
(Full title of the plan)
LAWRENCE R. PURTELL,
1450 Poydras Street,
New Orleans, Louisiana 70161
(Name and address of agent for service)
(504) 587-5400
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed
maximum Proposed
offering maximum Amount of
Title of securities price per aggregate registration
to be registered Amount share<F1> offering price fee
Common Stock ($1.00
par value)...... 282,600 $27,1875 $7,683,187.50 $2,649.38
<F1> The proposed maximum aggregate offering price is based upon the average
sales price on the New York Stock Exchange on August 26, 1994.
<PAGE>
Item 3. Incorporation of Certain Documents by Reference
The following documents filed by McDermott International, Inc.,
("International"), with the Commission are incorporated herein by reference:
(a) International's Annual Report on Form 10-K for the year ended
March 31, 1994;
(b) International's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1994;
(c) Report on Form 8-K, Item 5 was filed on June 10, 1994; and
(d) International's Registration Statement on Form S-8, file number
33-63832.
All reports and other documents filed by International pursuant to
Sections 13, 14 or 15(d) of the 1934 Act subsequent to the date of this
Registration Statement and 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 herein by reference and to be a part hereof from the respective
date of filing of each such documents.
Item 8. Exhibits
5. Opinion of Counsel
23. Consent of Independent Auditors
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, Lawrence R. Purtell and Jamie L.
Hingle, jointly and severally, his attorneys-in-fact, each with power of
substitution, for him in any and all capacities, to sign any amendments to
this Registration Statement, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to
be done by virtue hereof.
<PAGE>
SIGNATURES
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 date indicated.
Signature Title Date
/s/ R.E. HOWSON
Chairman of the Board August 31, 1994
and Chief Executive
Officer, Director and
Authorized Representative
in the United States
/s/ B.A. HATTOX
Senior Vice President and August 31, 1994
Chief Financial Officer
/s/ D.R. GAUBERT
Vice President and August 31, 1994
Controller
/s/ THOMAS D. BARROW
Director August 31, 1994
/s/ THEODORE H. BLACK
Director August 31, 1994
/s/ JOHN F. BOOKOUT
Director August 31, 1994
/s/ PHILIP J. BURGUIERES
Director August 31, 1994
/s/ JAMES L. DUTT
Director August 31, 1994
/s/ JAMES A. HUNT
Director August 31, 1994
/s/ J. HOWARD MACDONALD
Director August 31, 1994
/s/ WILLIAM MCCOLLAM, JR.
Director August 31, 1994
/s/ JOHN A. MORGAN
Director August 31, 1994
/s/ WILLIAM T. SEAWELL
Director August 31, 1994
/S/ JOHN N. TURNER Director August 31, 1994
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act
of 1933, McDermott International, Inc. 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
New Orleans, State of Louisiana, on this 31st day of August, 1994.
McDermott International, Inc.
(Registrant)
By
R.E. Howson
Chairman of the Board and
Chief Executive Officer
Item 8 Exhibit 5
August 31, 1994
Messrs.
McDERMOTT INTERNATIONAL, INC.
1450 Poydras Street
New Orleans, LA 70112
U.S.A.
Dear Sirs:
We are acting as your Panamanian Counsel in connection with
the Registration under the Securities Act of 1933, as amended, of
282,600 shares (the "Shares") of your Common Stock, $1.00 par
value per share. The registration of the Shares is to be
effected by means of a Registration Statement on Form S-8 to be
filed with the Securities and Exchange Commission.
We are of the opinion that the Shares have been duly
authorized and, when issued in accordance with your 1992 Senior
Management Stock Option Plan will be legally and validly issued,
fully paid and nonassessable.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to our name in such
Registration Statement.
We are counsel qualified to practice law only in the
Republic of Panama and we express no opinion with respect to the
laws of any other jurisdiction.
Very truly yours,
DURLING & DURLING
Item 8 Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the 1992 Senior Management Stock
Option Plan of McDermott International, Inc. of our report dated
May 9, 1994 with respect to the consolidated financial statements
and schedules of McDermott International, Inc. included in its
Annual Report on Form 10-K for the year ended March 31, 1994, filed
with the Securities and Exchange Commission.
ERNST & YOUNG LLP
New Orleans, Louisiana
August 31, 1994
