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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)
1992 SENIOR MANAGEMENT STOCK OPTION PLAN
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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 price fee
registered per share/1/
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Common Stock ($1.00
par value).......... 1,000,000 $33.8125 $33,812,500.00 $10,245.19
================================================================================
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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 1,000,000 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 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, 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;
(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; and
(c) The Registrant's registration statement on Form S-8 (No. 33-63832)
filed with the Commission on June 1, 1993.
(d) 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
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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
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
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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
Incorporated by reference from the Registrant's registration statement on
Form S-8 (No. 33-63832).
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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 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 below 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
------------------------------
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 1,000,000 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 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,
/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 1992 Senior Management Stock Option Plan 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
