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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)
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REPUBLIC OF PANAMA 72-0593134
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(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)
1997 DIRECTOR STOCK PROGRAM
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(Full title of the plan)
S. WAYNE MURPHY
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
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Proposed Proposed
Amount maximum maximum Amount of
Title of securities offering aggregate registration
to be price offering fee
registered per share/1/ price
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Common Stock ($1.00
par value).......... 100,000 $33.8125 $3,381,250.00 $1,024.52
==========================================================================
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/1/ The proposed maximum aggregate offering price is based upon the
average sales price on the New York Stock Exchange on October 28, 1997.
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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 100,000 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 1997 Director Stock Program. 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:
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(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
March 31, 1997 filed with the Commission on July 14, 1997, as amended by
Amendment No. 1 thereto on Form 10-K/A-1 filed with the Commission on July 29,
1997; and
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1997 filed with the Commission on August 7, 1997.
(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
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indemnification of officers and directors as follows:
Article VI
Indemnification
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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
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of guilty or nolo contendere, or its equivalent, shall not create a 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 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.
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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, 1995), as amended by an Amendment To Rights Agreement
dated July 31, 1997
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)
Item 9. Undertakings
(a) the undersigned Registrant hereby undertakes:
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(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
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;
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(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.
(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.
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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 28th day of
October, 1997.
McDermott International, Inc.
By /s/ Roger E. Tetrault
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Roger E. Tetrault
Chairman of the Board,
Chief Executive Officer
and Director
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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.
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.
SIGNATURE TITLE DATE
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/s/ Roger E. Tetrault Chairman of the Board October 28, 1997
- --------------------------- and Chief Executive
Roger E. Tetrault Officer, and Director
(Principal Executive
Officer and Authorized
Representative in the
United States)
/s/ Daniel R. Gaubert Senior Vice President October 28, 1997
- --------------------------- and Chief Financial
Daniel R. Gaubert Officer (Principal
Financial and
Accounting Officer)
/s/ Theodore H. Black Director October 28, 1997
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Theodore H. Black
/s/ Philip J. Burguieres Director October 28, 1997
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Philip J. Burguieres
___________________________ Director
Bruce DeMars
/s/ Robert L. Howard Director October 28, 1997
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Robert L. Howard
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SIGNATURE TITLE DATE
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/s/ John W. Johnstone, Jr. Director October 28, 1997
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John W. Johnstone, Jr.
/s/ William McCollam, Jr. Director October 28, 1997
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William McCollam, Jr.
/s/ John N. Turner Director October 28, 1997
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John N. Turner
/s/ Richard E. Woolbert Executive Vice October 28, 1997
- ---------------------------- President, Chief
Richard E. Woolbert Administrative
Officer and Director
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EXHIBIT INDEX
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Exhibit No. Description
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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, 1995), as amended by an Amendment To Rights
Agreement dated July 31, 1997
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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EXHIBIT 4.3
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT TO RIGHTS AGREEMENT ("Amendment") dated as of July 31, 1997,
between McDermott International, Inc., a Panama corporation (the "Company"), and
First Chicago Trust Company of New York, as Rights Agent (the "Rights Agent"),
W I T N E S S E T H
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WHEREAS, on December 5, 1995 the Board of Directors of the Company
authorized and declared a dividend of one preferred stock purchase right (a
"Right") for each share of Common Stock outstanding at the close of business on
January 2, 1996 (the "Record Date") and authorized the issuance of one Right in
respect of each share of Common Stock issued after the Record Date, each Right
representing the right to purchase one one-hundredth of a share of Preferred
Stock pursuant and subject to the terms and provisions of a Rights Agreement,
dated as of December 5, 1995 (the "Rights Agreement") between the Company and
the Rights Agent; and
WHEREAS, on June 6, 1997, the Company's Board of Directors authorized the
reduction of the term of the Rights Agreement by 5 years;
NOW, THEREFORE, the parties hereto agree as follows:
1. The definition of "Final Expiration Date" as set forth in Section 1 of
the Rights Agreement is amended to restate in its entirety as follows:
"Final Expiration Date" means the close of business on January 2,
2001.
2. To the extent not expressly amended or modified hereby, the Rights
Agreement shall remain in full force and effect.
3. This Amendment, the Rights Agreement, each Right and each Right
Certificate issued under the Rights Agreement shall be deemed to be a contract
made under the laws of the Republic of Panama and for all purposes shall be
governed by and construed in accordance with the laws of such Republic
applicable to contracts to be made and performed entirely within such Republic,
except that the rights and obligations of the Rights Agent shall be governed by
the law of the State of New York.
4. All capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to them in the Rights Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first above written.
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McDERMOTT INTERNATIONAL, INC.
By: /s/ S. Wayne Murphy
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Name: S. Wayne Murphy
Title: Senior Vice President,
General Counsel and
Corporate Secretary
1450 Poydras Street
New Orleans, Louisiana 70161
Attention: Senior Vice President,
General Counsel and
Corporate Secretary
FIRST CHICAGO TRUST COMPANY
OF NEW YORK
By: /s/ James Kuzmreh
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Name: James Kuzmreh
Title: Assistant Vice President
525 Washington Boulevard
Jersey City, New Jersey 07310
Attention: Customer Service Officer
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EXHIBIT 5
October 28, 1997
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 100,000 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 1997 Director Stock Program 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,
/s/ DURLING & DURLING
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EXHIBIT 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1997 Director Stock Program of McDermott International,
Inc. of our reports dated July 10, 1997 with respect to the consolidated
financial statements of McDermott International, Inc. and dated April 25, 1997
with respect to the combined financial statements of McDermott-ETPM West, Inc.,
included in McDermott International, Inc.'s Annual Report on Form 10-K, as
amended, for the year ended March 31, 1997, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
New Orleans, Louisiana
October 28, 1997
