<PAGE> 1
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)
1996 OFFICER LONG-TERM INCENTIVE PLAN
-----------------------------------------------
(Full title of the plan)
S. WAYNE MURPHY
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
================================================================================
Proposed Proposed
Amount maximum maximum Amount of
Title of securities offering price aggregate registration
to be registered per share(1) offering price fee
[S] [C] [C] [C] [C]
- --------------------------------------------------------------------------------
Common Stock ($1.00
par value).... 2,500,000 $20.875 $52,187,500 $17,994
================================================================================
- ---------------------
(1) The proposed maximum aggregate offering price is based upon
the average sales price on the New York Stock Exchange on September
17, 1996.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
This Registration Statement relates to the registration of 2,500,000
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 1996 Officer Long-Term Incentive Plan. 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
"1934 Act") (Commission File No. 1-8430) are incorporated herein by reference:
-2-
<PAGE> 3
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended March 31, 1996 filed with the Commission on June 6, 1996, as amended
by Amendment No. 1 thereto on Form 10-K/A-1 filed with the Commission on June
20, 1996 and by Amendment No. 2 thereto on Form 10-K/A-2 filed with the
Commission on July 12, 1996;
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1996 filed with the Commission on August 7, 1996; and
(c) The description of the Common Stock contained in the
Registrant's Registration Statement on Form 8-A dated December 7, 1982 filed
with the Commission and the description of the Registrant's preferred stock
purchase rights registered on Form 8-A filed with the Commission on December
15, 1995.
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
Article VI of the By-laws of the Registrant provides for the
indemnification of officers and directors as follows:
-3-
<PAGE> 4
Article VI
Indemnification
SECTION 1. Each person (and the heirs, executors and administrators
of such person) who is or was a director or officer of the Company shall in
accordance with Section 2 of this Article VI be indemnified by the Company
against any and all liability and reasonable expense that may be paid or
incurred by him in connection with or resulting from any actual or threatened
claim, action, suit or proceeding (whether brought by or in the right of the
Company or otherwise), civil, criminal, administrative or investigative, or in
connection with an appeal relating thereto, in which he may become involved, as
a party or otherwise, by reason of his being or having been a director or
officer of the Company or, if he shall be serving or shall have served in such
capacity at the request of the Company, a director, officer, employee or agent
of another corporation or any partnership, joint venture, trust or other entity
whether or not he continues to be such at the time such liability or expense
shall have been paid or incurred, provided such person acted, in good faith, in
a manner he reasonably believed to be in or not opposed to the best interest of
the Company and in addition, in criminal actions or proceedings, had no
reasonable cause to believe that his conduct was unlawful. As used in this
Article VI, the terms, "liability" and "expense" shall include, but shall not
be limited to, counsel fees and disbursements and amounts of judgments, fines
or penalties against, and amounts paid in settlement by, such director or
officer. The termination of any actual or threatened claim, action, suit or
proceeding, civil, criminal, administrative, or investigative, by judgment,
settlement (whether with or without court approval), conviction or upon a plea
of guilty or nolo contendere, or its equivalent, shall not create a
-4-
<PAGE> 5
presumption that such director or officer did not meet the standards of conduct
set forth in this Section 1.
SECTION 2. Every such director and officer shall be entitled to
indemnification under Section 1 of this Article VI with respect to any claim,
action, suit or proceeding of the character described in such Section 1 in
which he may become in any way involved as set forth in such Section 1, if (i)
he has been wholly successful on the merits or otherwise in respect thereof, or
(ii) the Board of Directors acting by a majority vote of a quorum consisting of
directors who are not parties to (or who have been wholly successful with
respect to) such claim, action, suit or proceeding, finds that such director or
officer has met the standards of conduct set forth in such Section 1 with
respect thereto, or (iii) a court determines that he has met such standards
with respect thereto, or (iv) independent legal counsel (who may be the regular
counsel of the Company) deliver to the Company their written advice that, in
their opinion, he has met such standards with respect thereto.
SECTION 3. Expenses incurred with respect to any claim, action, suit
or proceeding of the character described in Section 1 of this Article VI may be
advanced by the Company prior to the final disposition thereof upon receipt of
an undertaking by or on behalf of the recipient to repay such amount unless it
is ultimately determined that he is entitled to indemnification under this
Article VI.
SECTION 4. The rights of indemnification under this Article VI shall
be
-5-
<PAGE> 6
in addition to any rights to which any such director or officer or any other
person may otherwise be entitled by contract or as a matter of law.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
4.1 Registrant's Articles of Incorporation, as amended
(incorporated by reference to Exhibit 3.1 of the Registrant's
Annual Report on Form 10-K for the fiscal year ended March 31,
1996)
4.2 Registrant's amended and restated By-laws (incorporated by
reference to Exhibit 3.2 of the Registrant's Annual Report on
Form 10-K for the fiscal year ended March 31, 1996, as amended
by Amendment No. 2 on Form 10-K/A-2)
4.3 Rights Agreement dated as of December 5, 1995 between the
Registrant and First Chicago Trust Company of New York, as
Rights Agent (incorporated by reference to Exhibit 1 to the
Registrant's Registration Statement on Form 8-A filed with the
Commission on December 15, 1996)
5 Opinion of Durling & Durling
23.1 Consent of Durling & Durling (included in Exhibit 5)
23.2 Consent of Ernst & Young LLP, Independent Auditors
23.3 Consent of KPMG Accountants N.V., Independent Auditors
24 Power of Attorney from Certain Directors and Officers of
Registrant (included as part of the signature page of this
Registration Statement)
Item 9. Undertakings
(a) the undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to this
Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act; (ii) to reflect in the prospectus any facts or events
arising after the effective date of the 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; and (iii) to include any material information with
-6-
<PAGE> 7
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in the
Registration Statement; provided, however, that the undertakings set forth in
subparagraphs (i) and (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 15(d) of the
1934 Act that are incorporated by reference in this Registration Statement;
(2) That, for the purpose of determining any liability under the
1933 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:
(1) That, for the purpose of determining any liability under the
1933 Act, each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the 1934 Act that is incorporated by reference in the
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.
-7-
<PAGE> 8
(c) Insofar as indemnification for liabilities arising
under the 1933 Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 1933 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 of 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 whether
such indemnification by it is against public policy as expressed in the 1933
Act and will be governed by the final adjudication of such issue.
-8-
<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 19th
day of September, 1996.
McDermott International, Inc.
By /s/ James L. Dutt
-------------------------------
James L. Dutt
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, S. Wayne Murphy 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.
-9-
<PAGE> 10
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ James L. Dutt Chairman of the Board September 19, 1996
- ------------------------ and Chief Executive
James L. Dutt Officer and Director
(Principal Executive
Officer and Authorized
Representative in the
United States)
/s/ Daniel R. Gaubert Vice President, Finance September 19, 1996
- ------------------------ and Controller (Principal
Daniel R. Gaubert Financial and Principal
Accounting Officer)
/s/ Thomas D. Barrow
- ------------------------
Thomas D. Barrow Director September 19, 1996
/s/ Theodore H. Black
- ------------------------
Theodore H. Black Director September 19, 1996
/s/ John F. Bookout
- ------------------------
John F. Bookout Director September 19, 1996
- ------------------------
Philip J. Burguieres Director
- ------------------------
Robert E. Howson Director
/s/ John W. Johnstone, Jr.
- --------------------------
John W. Johnstone, Jr. Director September 19, 1996
</TABLE>
-10-
<PAGE> 11
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ J. Howard Macdonald
- ------------------------
J. Howard Macdonald Director September 19, 1996
/s/ William McCollam, Jr.
- -------------------------
William McCollam, Jr. Director September 19, 1996
/s/ John N. Turner
- -----------------------
John N. Turner Director September 19, 1996
</TABLE>
-11-
<PAGE> 12
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4.1 Registrant's Articles of Incorporation, as amended
(incorporated by reference to Exhibit 3.1 of the Registrant's
Annual Report on Form 10-K for the fiscal year ended March 31,
1996)
4.2 Registrant's amended and restated By-laws (incorporated by
reference to Exhibit 3.2 of the Registrant's Annual Report on
Form 10-K for the fiscal year ended March 31, 1996, as amended
by Amendment No. 2 on Form 10-K/A-2)
4.3 Rights Agreement dated as of December 5, 1995 between the
Registrant and First Chicago Trust Company of New York, as
Rights Agent (incorporated by reference to Exhibit 1 to the
Registrant's Registration Statement on Form 8-A filed with the
Commission on December 15, 1996)
5 Opinion of Durling & Durling
23.1 Consent of Durling & Durling (included in Exhibit 5)
23.2 Consent of Ernst & Young LLP, Independent Auditors
23.3 Consent of KPMG Accountants N.V., Independent
Auditors
24 Power of Attorney from Certain Directors and Officers of
Registrant (included as part of the signature page of this
Registration Statement)
</TABLE>
-12-
<PAGE> 1
Exhibit 5
September 19, 1996
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 2,500,000 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 1996 Officer Long-Term Incentive 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
-13-
<PAGE> 1
EXHIBIT 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1996 Officer Long-Term Incentive Plan of McDermott
International, Inc. of our reports dated May 15, 1996, with respect to the
consolidated financial statements of McDermott International, Inc., and dated
April 26, 1996, with respect to the combined financial statements of
McDermott-ETPM West, Inc. (not presented separately therein), included in
McDermott International, Inc.'s Annual Report on Form 10-K, as amended, for the
year ended March 31, 1996, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
New Orleans, Louisiana
September 18, 1996
-14-
<PAGE> 1
EXHIBIT 23.3
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1996 Officer Long-Term Incentive Plan of McDermott
International, Inc. of our report dated June 13, 1996 with respect to the
combined financial statements of McDermott-ETPM West, Inc. and Heerema Offshore
Construction Group Inc.-McDermott International, Inc. Joint Venture included in
McDermott International, Inc.'s Annual Report on Form 10-K, as amended, for the
year ended March 31, 1996, filed with the Securities and Exchange Commission.
KPMG ACCOUNTANTS N.V.
The Hague, September 18, 1996
-15-
