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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,
Senior Vice President, General Counsel
and Corporate Secretary
1450 Poydras Street,
P.O. Box 61961
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
<TABLE>
<CAPTION>
Proposed
maximum Proposed
Title of securities offering maximum Amount of
to be price aggregate registration
registered Amount per share/1/ offering price fee
<S> <C> <C> <C> <C>
Common Stock ($1.00
par value).......... 797,750 $25.5625 $20,392,484 $7,032
</TABLE>
- ----------------
/1/ The proposed maximum aggregate offering price is based upon the average
sales price on the New York Stock Exchange on June 20, 1995.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
This Registration Statement relates to the registration of 797,750 shares
of the common stock, $1.00 par value per share (the "Common Stock") of McDermott
International, Inc. (the "Registrant") reserved for issuance under the
Registrant's 1992 Senior Management Stock Option Plan. This Registration
Statement on Form S-8 incorporates by reference the Registrant's previously
filed registration statement on Form S-8 (No. 33-63832). The documents
containing the information specified in Part I of Form S-8 will be sent or given
to participants under the foregoing plan of the Registrant as specified by Rule
428(b)(1) under the Securities Act of 1933, as amended (the "1933 Act"). In
accordance with Rule 428(a) of the 1933 Act and the requirements of Part I of
Form S-8, such documents are not being filed with the Securities Exchange
Commission (the "Commission") either as a part of this Registration Statement or
as a prospectus or prospectus supplement pursuant to Rule 424 under the 1933
Act.
Item 2. Registrant Information and Employee Plan Annual Information
See response to Item 1 above.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents previously filed with the Commission by the
Registrant pursuant to the Securities Exchange Act of 1934, as amended (the
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"1934 Act") and the 1933 Act (Commission File No. 1-8430) are incorporated
herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
March 31, 1995 filed with the Commission on June 19, 1995;
(b) The Registrant's registration statement on Form S-8 (No. 33-63832)
filed with the Commission on June 1, 1993.
All reports and other documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14, and 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 document.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable
Item 6. Indemnification of Directors and Officers
Incorporated by Reference from the Registrant's registration statement on
Form S-8 (No. 33-63832).
Item 7. Exemption from Registration Claimed
Not Applicable
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Item 8. Exhibits
5 Opinion of Durling & Durling
23.1 Consent of Durling & Durling (included in Exhibit 5)
23.2 Consent of Ernst & Young LLP, Independent Auditors
24 Power of Attorney from Certain Directors and Officers of Registrant
(included as part of the signature page of this Registration
Statement)
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SIGNATURES
Pursuant to the requirements of the 1933 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 New
Orleans, State of Louisiana, on this 22nd day of June, 1995.
McDermott International, Inc.
By /s/ R.E. Howson
------------------------------
R.E. Howson
Chairman of the Board,
Chief Executive Officer
and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints, Lawrence R. Purtell and John S. Tsai, 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 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.
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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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ R.E. Howson Chairman of the Board June 22, 1995
- ------------------------ and Chief Executive
R.E. Howson Officer, Director and
Authorized Representative
in the United States
(Principal Executive Officer)
/s/ B.A. Hattox Executive Vice President, June 22, 1995
- ------------------------ Chief Financial Officer
B.A. Hattox and Director
(Principal Financial Officer)
/s/ D.R. Gaubert Vice President Finance and June 22, 1995
- ------------------------ Controller
D.R. Gaubert (Principal Accounting Officer)
/s/ Thomas D. Barrow
- ------------------------ Director June 22, 1995
Thomas D. Barrow
/s/ Theodore H. Black
- ------------------------ Director June 22, 1995
Theodore H. Black
- ------------------------ Director , 1995
John F. Bookout -------
/s/ Philip J. Burguieres
- ------------------------ Director June 22, 1995
Philip J. Burguieres
/s/ James L. Dutt
- ------------------------ Director June 22, 1995
James L. Dutt
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
- ------------------------ Director ______, 1995
James A. Hunt
- ------------------------ Director , 1995
J. Howard Macdonald ------
/s/ William McCollam, Jr.
- ------------------------ Director June 22, 1995
William McCollam, Jr.
- ------------------------ Director , 1995
John A. Morgan ------
- ----------------------- Director , 1995
John N. Turner ------
</TABLE>
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EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ----------- --------
5 Opinion of Durling & Durling
23.1 Consent of Durling & Durling (included in Exhibit 5)
23.2 Consent of Ernst & Young LLP, Independent Auditors
24 Power of Attorney from Certain Directors and Officers
of Registrant (included as part of the signature page
of this Registration Statement)
8
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June 22, 1995
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 797,750 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
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Item 8 Exhibit 23.2
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 24, 1995 with respect to the
consolidated financial statements of McDermott International, Inc. included in
its Annual Report on Form 10-K for the year ended March 31, 1995 filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
New Orleans, Louisiana
June 16, 1995
