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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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
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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<CAPTION>
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Proposed Proposed
Amount maximum maximum Amount of
Title of securities to be offering price aggregate registration
registered per share/1/ offering price fee
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<S> <C> <C> <C> <C>
Common Stock, $1.00 par
value /2/ 1,500,000 $25.0625 $37,593,750 $10,452
==========================================================================================
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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 August 23, 1999.
(2) Includes associated rights to purchase Series D Participating Preferred
Stock of McDermott International, Inc.
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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 1,500,000 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. This Registration Statement
on Form S-8 incorporates by reference the Registrant's previously filed
registration statement relating to the Registrant's 1996 Officer Long-Term
Incentive Plan on Form S-8 (No. 333-12531). The documents containing the
information specified in Part I of Form S-8 will be, or previously have been,
sent or given to participants under the plan 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 and 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
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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:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
March 31, 1999 filed with the Commission on June 10, 1999, as amended by Form
10-K/A filed with the Commission on June 29, 1999;
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1999 filed with the Commission on August 11, 1999;
(c) The Registrant's registration statement on Form S-8 (No. 333-12531)
filed with the Commission on September 24, 1996; and
(d) The description of 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.
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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 (333-12531).
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 Quarterly Report on Form 10-Q for
the fiscal quarter ended December 31, 1998)
4.3 Amended and Restated Rights Agreement dated as of April 15, 1999
between the Registrant and First Chicago Trust Company of New York,
as Rights Agent
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(incorporated by reference to Exhibit 4.1 of the Registrant's Annual
Report on Form 10-K for the fiscal year ended March 31, 1999)
5 Opinion of Durling & Durling
23.1 Consent of Durling & Durling (included in Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants
23.3 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
Incorporated by reference from the Registrant's registration statement
on Form S-8 (333-12531).
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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 25th day of
August, 1999.
McDermott International, Inc.
By /s/ ROGER E. TETRAULT
-------------------------------
Roger E. Tetrault
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.
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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
- --------- ----- ----
/s/Roger E. Tetrault Chairman of the Board August 25, 1999
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Roger E. Tetrault and Chief Executive
Officer and Director
(Principal Executive
Officer and Authorized
Representative in the
United States)
/s/ Daniel R. Gaubert Senior Vice President, August 25, 1999
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Daniel R. Gaubert and Chief Financial
Officer (Principal
Financial and Principal
Accounting Officer)
/s/ Philip J. Burgieres Director August 25, 1999
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Philip J. Burgieres
/s/ Bruce DeMars Director August 25, 1999
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Bruce DeMars
/s/ Joe B. Foster Director August 25, 1999
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Joe B. Foster
/s/ Robert L. Howard Director August 25, 1999
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Robert L. Howard
/s/ John W. Johnstone, Jr. Director August 25, 1999
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John W. Johnstone, Jr.
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/s/ Kathryn D. Sullivan Director August 25, 1999
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Kathryn D. Sullivan
/s/ John N. Turner Director August 25, 1999
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John N. Turner
/s/ Richard E. Woolbert Director August 25, 1999
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Richard E. Woolbert
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EXHIBIT INDEX
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Exhibit No. Description
- ----------- -----------
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 Quarterly Report on Form 10-Q
for the fiscal quarter ended December 31, 1998)
4.3 Amended and Restated Rights Agreement dated as
of April 15, 1999 between the Registrant and First
Chicago Trust Company of New York, as Rights Agent
(incorporated by reference to Exhibit 4.1 of the
Registrant's Annual Report on Form 10-K for the
fiscal year ended March 31, 1999)
5 Opinion of Durling & Durling
23.1 Consent of Durling & Durling (included in Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP,
Independent Accountants
23.3 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 5
August 25, 1999
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 1,500,000 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
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EXHIBIT 23.2
Consent of Independent Accountants
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated May 14, 1999 relating to the financial statements,
which appears in McDermott International, Inc.'s Annual Report on Form 10-K for
the year ended March 31, 1999. We also consent to the incorporation by
reference of our report dated May 14, 1999 relating to Schedule 1-Condensed
Financial Information of such registrant, which appears in such Annual Report on
Form 10-K, as amended.
PricewaterhouseCoopers LLP
New Orleans, Louisiana
August 24, 1999
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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 May 19, 1998 with respect to the
consolidated financial statements of McDermott International, Inc. included in
its Annual Report (Form 10-K) for the year ended March 31, 1998, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
New Orleans, Louisiana
August 24, 1999
