<PAGE> 1
Registration No. 333-_________
As filed with the Securities and Exchange Commission on December 6, 1996
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
NOBLE DRILLING CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 73-0374541
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
10370 RICHMOND AVENUE, SUITE 400
HOUSTON, TEXAS 77042
(Address of Principal Executive Offices) (Zip Code)
-----------------------
NOBLE DRILLING CORPORATION EQUITY COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS
(Full title of the Plan)
-----------------------
JAMES C. DAY COPY TO:
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER ROBERT D. CAMPBELL
NOBLE DRILLING CORPORATION THOMPSON & KNIGHT, P.C.
10370 RICHMOND AVENUE, SUITE 400 1700 PACIFIC AVENUE
HOUSTON, TEXAS 77042 SUITE 3300
(Name and address of agent for service) DALLAS, TEXAS 75201
(214) 969-1353
(713) 974-3131
(Telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
- ---------------------------------------------------------------------------------------------------------------
Title of Proposed Proposed Maximum Amount
Securities Amount Maximum Aggregate of
to be to be Offering Price Offering Registration
Registered Registered(1) per Share(2) Price(2) Fee
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 75,000
par value $.10 shares(3) $19.1875 $1,439,062.50 $436.08
per share
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, shares issuable upon
any stock split, stock dividend or similar transaction with respect to
these shares are also being registered hereunder.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low
sales prices of the Common Stock reported in the consolidated reporting
system for New York Stock Exchange traded securities on December 3, 1996.
(3) Includes an indeterminate number of preferred stock purchase rights
issuable pursuant to the Registrant's Stockholder Rights Plan, which rights
will be transferable only with the shares of Common Stock registered
hereunder.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the Section
10(a) prospectus is omitted from this Registration Statement
in accordance with Rule 428 under the Securities Act of 1933
and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities
and Exchange Commission are incorporated by reference in this Registration
Statement:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, containing the consolidated financial statements of
the Registrant and its subsidiaries for the fiscal year ended December
31, 1995, together with the reports thereon of Price Waterhouse LLP
and Arthur Andersen LLP, independent public accountants.
(2) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since December 31, 1995.
(3) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 10 filed on September 11,
1985, and effective on November 6, 1985, including any amendment or
report filed for the purpose of updating such description.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, 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 by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
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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.
The Registrant is a Delaware corporation. Under Section 145 of the
General Corporation Law of the State of Delaware, the Registrant has the power
to indemnify its directors and officers, subject to certain limitations.
Reference is made to Article VI of the Bylaws of the Registrant, which
provides for indemnification of directors and officers of the Registrant under
certain circumstances.
Pursuant to the General Corporation Law of the State of Delaware, the
Certificate of Incorporation of the Registrant limits the personal liability of
the directors of the Registrant to the Registrant or its stockholders for
monetary damages for breach of fiduciary duty under certain circumstances.
The Registrant also maintains insurance to protect itself and its
directors, officers, employees and agents against expenses, liabilities and
losses incurred by such persons in connection with their service in the
foregoing capacities.
The foregoing summaries are necessarily subject to the complete text
of the statute, bylaw, certificate of incorporation and insurance policy
referred to above and are qualified in their entirety by reference thereto.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
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<PAGE> 4
ITEM 8. EXHIBITS.
The following documents are filed as exhibits to this Registration
Statement:
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
4.1 Noble Drilling Corporation Equity Compensation Plan for
Non-Employee Directors.
5.1 Opinion of Thompson & Knight, A Professional Corporation,
regarding 75,000 shares of Common Stock of the Registrant.
23.1 Consent of Thompson & Knight, A Professional Corporation
(contained in its opinion filed herewith as Exhibit 5.1).
23.2 Consent of Price Waterhouse LLP to incorporation of report
by reference.
23.3 Consent of Arthur Andersen LLP to incorporation of report
by reference.
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
</TABLE>
ITEM 9. UNDERTAKINGS.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this
Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
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<PAGE> 5
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(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 Registrant hereby further undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 or 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 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 Houston, State of Texas, on the 6th day of
December, 1996.
NOBLE DRILLING CORPORATION
(Registrant)
By: /s/ JAMES C. DAY
--------------------------------------------
James C. Day
Chairman, President and Chief Executive
Officer
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.
Each person whose signature appears below constitutes and appoints
James C. Day and Byron L. Welliver, and each of them (with full power to each
of them to act alone), his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities to sign on his behalf individually and in
each capacity stated below any amendment, including post-effective amendments,
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and either of them, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
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<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ JAMES C. DAY Chairman, President and Chief Executive December 6, 1996
- ----------------------- Officer and Director
James C. Day (Principal Executive Officer)
/s/ BYRON L. WELLIVER Senior Vice President - December 6, 1996
- ----------------------- Finance, Treasurer and Controller
Byron L. Welliver (Principal Financial and Accounting
Officer)
/s/ MICHAEL A. CAWLEY Director December 6, 1996
- -----------------------
Michael A. Cawley
/s/LAWRENCE J. CHAZEN Director December 6, 1996
- -----------------------
Lawrence J. Chazen
/s/ TOMMY C. CRAIGHEAD Director December 6, 1996
- ------------------------
Tommy C. Craighead
/s/ JAMES L. FISHEL Director December 6, 1996
- ------------------------
James L. Fishel
/s/ MARC E. LELAND Director December 6, 1996
- ------------------------
Marc E. Leland
/s/ BILL M. THOMPSON Director December 6, 1996
- ------------------------
Bill M. Thompson
</TABLE>
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<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
------ -------
<S> <C>
4.1 Noble Drilling Corporation Equity Compensation Plan for
Non-Employee Directors.
5.1 Opinion of Thompson & Knight, A Professional Corporation,
regarding 75,000 shares of Common Stock.
23.1 Consent of Thompson & Knight, A Professional Corporation
(contained in its opinion filed herewith as Exhibit 5.1).
23.2 Consent of Price Waterhouse LLP to incorporation of report
by reference.
23.3 Consent of Arthur Andersen LLP to incorporation of report
by reference.
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
</TABLE>
<PAGE> 1
EXHIBIT 4.1
NOBLE DRILLING CORPORATION
EQUITY COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS
ADOPTED BY THE BOARD OF DIRECTORS: OCTOBER 24, 1996
SECTION 1. ESTABLISHMENT AND PURPOSE. Noble Drilling Corporation, a
Delaware corporation (the "Company"), hereby establishes this Noble Drilling
Corporation Equity Compensation Plan for Non-Employee Directors (the "Plan").
The purposes of the equity compensation features of the Plan are to enable non-
employee directors of the Company to acquire shares of the Company's common
stock, and thereby to align their interests more closely with the interests of
the other stockholders of the Company, and to encourage the highest level of
director performance by providing the non-employee directors with a more direct
interest in the Company's attainment of its financial goals.
SECTION 2. CERTAIN DEFINITIONS. For purposes of the Plan, the
following terms shall have the indicated meanings:
(a) "Annual Retainer" shall have the meaning specified in Section
5(a) hereof.
(b) "Board of Directors" means the Board of Directors of the Company.
(c) "Common Stock" means the Common Stock, par value $.10 per share,
of the Company, or any stock or other securities of the Company hereafter
issued or issuable in substitution or exchange for the Common Stock.
(d) "Compensation Committee" means the Compensation Committee of the
Board of Directors.
(e) The "Current Market Price" of the Common Stock on any date shall
be deemed to be the greater of (i) the average of the daily closing prices of
the Common Stock for the 15 consecutive trading days immediately preceding the
day in question and (ii) the then per share par value of the Common Stock. The
closing price for each such trading day shall be the closing sales price of the
Common Stock as reported for the principal national stock exchange or stock
market on which the Common Stock is then listed, or, if not reported for such
exchange or market, on the composite tape, or, in case no such sale takes place
on such trading day, the average of the reported closing bid and asked
quotations for the Common Stock on such exchange or market, or, if the Common
Stock is not listed on any national stock exchange or stock market, or no such
quotations are available, the average of the high bid and low asked quotations
for the Common Stock in the over-the-counter market as reported by the National
Association of Securities Dealers' Automated Quotations System or a similar
organization. Such closing prices shall be appropriately adjusted to take into
account any stock dividend, split or combination with respect to the Common
Stock that occurs within such 15- day period.
(f) "Outside Director" means an individual duly elected or chosen as
a director of the Company who is not also a salaried officer or employee of the
Company or any of its
<PAGE> 2
subsidiaries, but does not include any person named as a director emeritus
pursuant to the bylaws of the Company.
(g) "Plan Quarter" means each three-month period ending on March 31,
June 30, September 30 and December 31 of each Plan Year.
(h) "Plan Year" means a calendar year.
(i) "Quarterly Amount" shall have the meaning specified in Section
5(a) hereof.
(j) "Required Share Amount" shall have the meaning specified in
Section 5(a) hereof.
SECTION 3. PLAN ADMINISTRATION. The Compensation Committee shall be
responsible for the administration of the Plan. The Compensation Committee is
authorized to interpret the Plan, prescribe, amend and rescind rules and
regulations relating to the Plan, provide for conditions and assurances deemed
necessary or advisable to protect the interests of the Company in connection
with the operation of the Plan and make all other determinations necessary or
advisable for the administration of the Plan, but only to the extent not
contrary to the express provisions of the Plan. No member of the Board of
Directors or the Compensation Committee shall be liable for any action or
determination made in good faith with respect to the Plan. The determinations,
interpretations and other actions of the Board of Directors and the
Compensation Committee pursuant to the provisions of the Plan shall be binding
and conclusive for all purposes and on all persons.
SECTION 4. STOCK SUBJECT TO THE PLAN.
(a) Number of Shares. Seventy-five thousand (75,000) shares of
Common Stock are authorized for issuance under the Plan in accordance with the
provisions of the Plan. Shares of Common Stock issued pursuant to the Plan may
be shares of original issuance or treasury shares or a combination of the
foregoing, as the Board of Directors, in its discretion, shall from time to
time determine; provided, however, that if the rules of any stock exchange or
stock market on which the Common Stock is listed require stockholder approval
of the Plan as a prerequisite for listing on such stock exchange or stock
market shares of Common Stock issuable under the Plan, then, unless and until
such stockholder approval is obtained, all shares of Common Stock issued
pursuant to the Plan shall be treasury shares.
(b) Adjustments Upon Changes in Common Stock. In the event the
Company shall effect a split of the Common Stock or a dividend payable in
Common Stock, or in the event the outstanding Common Stock shall be combined
into a smaller number of shares, the maximum number of shares of Common Stock
that may be issued under the Plan shall be increased or decreased
proportionately. In the event of a reclassification of the Common Stock not
covered by the foregoing, or in the event of a liquidation or reorganization
(including a merger, consolidation or sale of assets) of the Company, the Board
of Directors shall make such adjustments, if any, as it may deem appropriate in
the number and kind of shares that are authorized for issuance pursuant to the
Plan.
2
<PAGE> 3
SECTION 5. ANNUAL RETAINER.
(a) Quarterly Amounts; Required Share Amount. Subject to the
provisions of the Plan, each Outside Director shall be paid an annual retainer
for serving as a director of the Company (the "Annual Retainer"). The amount
of the Annual Retainer to be paid to each Outside Director for each Plan Year
shall be $25,000. Of this amount, (i) $20,000 shall be the cash component of
the Annual Retainer, payable in cash in quarterly installments of $5,000 each
at the end of each Plan Quarter of the Plan Year (each such quarterly
installment being herein referred to as a "Quarterly Amount"), and (ii) $5,000
shall be the equity component of the Annual Retainer, payable in shares of
Common Stock in one installment at the end of the Plan Year (the "Required
Share Amount"). An Outside Director who serves in such capacity for less than
an entire Plan Quarter shall have his Quarterly Amount for such Plan Quarter
pro-rated based on his number of days of service as an Outside Director during
such Plan Quarter. An Outside Director who serves in such capacity for less
than an entire Plan Year shall have his Required Share Amount for such Plan
Year pro-rated based on his number of days of service as an Outside Director
during such Plan Year.
(b) Voluntary Share Purchases. For any Plan Quarter, an Outside
Director may elect to have up to 100% of the Quarterly Amount earned by such
Outside Director for such Plan Quarter applied to the purchase of shares of
Common Stock pursuant to the provisions of Section 5(c) hereof. An Outside
Director must notify the Company in writing of such election not later than the
20th day of the last month of the Plan Quarter for which the election is made
(or prior to such later date as may be approved by the Compensation Committee);
provided, however, that such election shall be effective only if the person
making such election is serving as an Outside Director at the time of such
election. An election made pursuant to this Section 5(b) for a Plan Quarter
shall be irrevocable from and after the date of such election. Such elections
shall be on a form prescribed for this purpose by the Compensation Committee.
The amount to be applied to the purchase of shares of Common Stock shall be
designated by the Outside Director as a percentage of his Quarterly Amount in
integral multiples of 5%.
(c) Payment of Quarterly Amounts. Promptly following the end of each
Plan Quarter (or, in the case of a cash payment of the Quarterly Amount, at
such earlier time as the Board of Directors may determine), the Company shall
pay to each person who served as an Outside Director during such Plan Quarter
the Quarterly Amount earned by such person for such Plan Quarter by delivering
to such person:
(A) an amount in cash equal to the Quarterly Amount earned by
such person for such Plan Quarter less the portion thereof, if any, that
such person elected to have applied to the purchase of shares of Common
Stock pursuant to Section 5(b) hereof; and
(B) a number of whole shares of Common Stock determined by
dividing (x) the Quarterly Amount earned by such person for such Plan
Quarter or portion thereof that such person elected to have applied to
the purchase of shares of Common Stock pursuant to Section 5(b) hereof,
if any, by (y) the Current Market Price of the Common Stock as of the
last day of such Plan Quarter.
3
<PAGE> 4
(d) Payment of Required Share Amount. Promptly following the end of
each Plan Year, the Company shall pay to each person who served as an Outside
Director during such Plan Year the Required Share Amount earned by such person
for such Plan Year by delivering to such person a number of whole shares of
Common Stock determined by dividing (x) the Required Share Amount earned by
such person for such Plan Year by (y) the Current Market Price of the Common
Stock as of the last day of such Plan Year.
(e) Fractional Shares. No fraction of a share of Common Stock shall
be issued by the Company pursuant to Section 5(c) or 5(d) hereof, but in lieu
thereof each Outside Director who would otherwise be entitled to a fraction of
a share of Common Stock shall be paid an amount in cash equal to the value of
such fraction of a share based upon the Current Market Price of the Common
Stock as of the last day of the applicable Plan Quarter or Plan Year, as the
case may be.
(f) Eligibility. Anything in the Plan to the contrary
notwithstanding, no Outside Director shall be entitled to receive an Annual
Retainer (or any component thereof) under the Plan if such Outside Director
ceases to serve on the Board of Directors by reason of such Outside Director's
(i) fraud or intentional misrepresentation or (ii) embezzlement,
misappropriation or conversion of assets or opportunities of the Company or any
of its affiliates.
(g) Effectiveness. The provisions of this Section 5 shall be
effective for Plan Years beginning with calendar year 1996, except that, with
respect to calendar year 1996, (i) the Quarterly Amounts earned by an Outside
Director for calendar year 1996 shall be payable to such Outside Director in
one installment at the end of such year and (ii) the right to apply such
Quarterly Amounts to the purchase of shares of Common Stock pursuant to Section
5(b) hereof shall apply only to the Quarterly Amount earned by an Outside
Director for the last Plan Quarter of such year.
SECTION 6. PLAN AMENDMENT, MODIFICATION AND TERMINATION. The Board
of Directors may at any time suspend, terminate, amend or modify the Plan;
provided, however, that no amendment or modification of the Plan shall become
effective without the approval of such amendment or modification by the
stockholders of the Company if the Company, on the advice of counsel,
determines that stockholder approval is necessary or desirable.
SECTION 7. PLAN EFFECTIVENESS. The Plan shall be deemed adopted by
the Board of Directors as of October 24, 1996, and shall be deemed effective as
of such date.
SECTION 8. GENERAL PROVISIONS.
(a) No Continuing Right as Director. Neither the adoption or
operation of the Plan, nor the Plan itself or any document describing or
relating to the Plan, or any part hereof, shall confer upon any Outside
Director any right to continue as a director of the Company or any subsidiary
of the Company.
4
<PAGE> 5
(b) Nonalienation of Benefits. No Outside Director shall have the
right to sell, assign, transfer or otherwise convey or encumber in whole or in
part the right to receive any payment under the Plan, except that any rights an
Outside Director may have hereunder at the time of his death may be transferred
by will or pursuant to the laws of descent and distribution.
(c) Binding Effect. The obligations of the Company under the Plan
shall be binding upon any successor corporation or organization resulting from
the merger, consolidation or other reorganization of the Company, or upon any
successor corporation or organization succeeding to all or substantially all of
the assets and business of the Company. The terms and conditions of the Plan
shall be binding upon each Outside Director and his heirs, legatees,
distributees and legal representatives.
(d) Severability. If any provision of the Plan or any agreement
hereunder is held to be illegal or invalid for any reason, the illegality or
invalidity shall not affect the remaining provisions of the Plan or such
agreement, as the case may be, but such provision shall be fully severable and
the Plan or such agreement, as the case may be, shall be construed and enforced
as if the illegal or invalid provision had never been included herein or
therein.
(e) Requirements of Law. The issuance of Common Stock pursuant to
the Plan shall be subject to all applicable laws, rules and regulations and to
such approvals by governmental agencies as may be required.
(f) Investment Letter. The Company's obligation to deliver Common
Stock under the Plan shall be conditioned upon its receipt from the person to
whom such Common Stock is to be delivered of an executed investment letter
containing such representations and agreements as the Compensation Committee
may determine to be necessary or advisable in order to enable the Company to
issue and deliver such Common Stock to such person in compliance with the
Securities Act of 1933 and other applicable federal, state or local securities
laws or regulations.
(g) No Restriction of Corporate Action. Nothing contained in the
Plan shall be construed to prevent the Company or any subsidiary thereof from
taking any corporate action (including any corporate action to suspend,
terminate, amend or modify the Plan) that is deemed by the Company or such
subsidiary to be appropriate or in its best interest, whether or not such
action would have an adverse effect on the Plan or any payments to be made
under the Plan. No Outside Director or other person shall have any claim
against the Company or any subsidiary thereof as a result of such action.
(h) Rights as Stockholder. No person entitled to receive shares of
Common Stock under the Plan shall have any of the rights of a stockholder of
the Company with respect to such shares until such shares are actually issued
to such person.
(i) Notices. All notices required or permitted to be given or made
under the Plan shall be in writing and shall be deemed to have been duly given
or made if (i) delivered personally, (ii) transmitted by first class registered
or certified United States mail, postage prepaid, return receipt requested,
(iii) sent by prepaid overnight courier service or (iv) sent by telecopy or
facsimile transmission, answer back requested, to the person who is to receive
it at the address that such person has theretofore specified by written notice
delivered in accordance
5
<PAGE> 6
herewith. Such notices shall be effective (i) if delivered personally or sent
by courier service, upon actual receipt by the intended recipient, (ii) if
mailed, upon the earlier of five days after deposit in the mail or the date of
delivery as shown by the return receipt therefor or (iii) if sent by telecopy
or facsimile transmission, when the answer back is received. The Company or an
Outside Director may change, at any time and from time to time, by written
notice to the other, the address that it or such Outside Director had
theretofore specified for receiving notices. Until such address is changed in
accordance herewith, notices hereunder shall be delivered or sent (i) to the
Outside Director at his address as set forth in the records of the Company or
(ii) to the Company at the principal executive offices of the Company clearly
marked "Attention: President".
(j) No Interest. If the Company for any reason fails to make payment
of an Annual Retainer at the time such retainer becomes payable, the Company
shall not be liable for any interest or other charges thereon.
(k) Governing Law. The provisions of the Plan shall be governed by
and construed in accordance with the laws of the State of Texas.
(l) Other Fees and Reimbursement of Expenses. Directors of the
Company shall be entitled, for their service as directors, to compensation
other than the Annual Retainer and to the reimbursement of certain expenses in
accordance with the policies, practices and procedures of the Company from time
to time in effect. Without limiting the preceding sentence, it is currently
the policy of the Company to pay to directors meeting attendance fees for Board
of Director meetings and Board of Director Committee meetings attended and to
reimburse directors for travel, lodging and related expenses incurred in
connection with attendance at such meetings.
(m) Miscellaneous. Headings are given to the sections and
subsections of the Plan solely as a convenience to facilitate reference. Such
headings shall not be deemed in any way material or relevant to the
construction of the Plan or any provisions hereof. The use of the masculine
gender shall also include within its meaning the feminine. Wherever the
context of the Plan dictates, the use of the singular shall also include within
its meaning the plural, and vice versa.
6
<PAGE> 1
EXHIBIT 5.1
THOMPSON & KNIGHT, P.C.
1700 Pacific Avenue, Suite 3300
Dallas, Texas 75201-4693
(214) 969-1700
December 6, 1996
Noble Drilling Corporation
10370 Richmond Avenue, Suite 400
Houston, Texas 77042
Dear Sirs:
We have acted as counsel for Noble Drilling Corporation, a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of 75,000 shares
(the "Shares") of Common Stock, par value $.10 per share, of the Company for
issuance pursuant to the Company's Equity Compensation Plan for Non-Employee
Directors (the "Plan").
In connection with the foregoing, we have examined the originals or
copies, certified or otherwise authenticated to our satisfaction, of such
corporate records of the Company, certificates of public officials and of
officers of the Company, and other agreements, instruments and documents as we
have deemed necessary to require as a basis for the opinion hereinafter
expressed. We have also participated in the preparation of the Company's
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission relating to the registration of the
Shares under the Securities Act.
On the basis of the foregoing, we advise you that in our opinion the
Shares have been duly authorized by the Company and, when issued pursuant to
the provisions of the Plan, will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to us in the Registration
Statement. In giving this consent, we do not thereby admit that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act or the rules or regulations of the Securities and Exchange
Commission thereunder.
Respectfully submitted,
THOMPSON & KNIGHT,
A Professional Corporation
By: /s/ PAUL M. JOHNSTON
---------------------------
Paul M. Johnston, Attorney
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 31, 1996, except as to Note
16, which is as of March 13, 1996, appearing on page 19 of Noble Drilling
Corporation's Annual Report on Form 10-K for the year ended December 31, 1995.
PRICE WATERHOUSE LLP
Houston, Texas
December 5, 1996
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report and to all references to our Firm included in or made a part of this
registration statement.
/s/ ARTHUR ANDERSEN LLP
Arthur Andersen LLP
Houston, Texas
December 5, 1996
