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Registration No. 333-_____
As filed with the Securities and Exchange Commission on April 25, 1997
================================================================================
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 1991 STOCK OPTION
AND RESTRICTED STOCK PLAN
(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
(713) 974-3131 (214) 969-1353
(Telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
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, 5,500,000
par value $.10 shares $17.25 $94,875,000 $28,750
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 on the New York Stock
Exchange Composite Tape on April 18, 1997.
<PAGE> 2
PART I
INCORPORATION OF CONTENTS OF PRIOR
REGISTRATION STATEMENTS
The contents of Registration Statement No. 33-46724 relating to the
Noble Drilling Corporation 1991 Stock Option and Restricted Stock Plan (the
"Plan") filed by the Registrant with the Securities and Exchange Commission
(the "Commission") on April 1, 1992 and of Registration Statement No. 33-57675
relating to the Plan filed by the Registrant with the Commission on February
13, 1995 (together, the "Prior Registration Statements") are incorporated
herein by reference pursuant to General Instruction E to Form S-8. The purpose
of this Registration Statement is to register 5,500,000 additional shares of
Common Stock of the Registrant for offer and sale pursuant to the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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.
The Registrant has entered into indemnity agreements with the
Registrant's directors and bylaw officers intended to provide for
indemnification to the fullest extent permitted by law.
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, agreement, certificate of incorporation and insurance
policy referred to above and are qualified in their entirety by reference
thereto.
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Item 8. Exhibits.
In addition to the exhibits filed with or incorporated by reference in
the Prior Registration Statements, the following documents are filed or
incorporated by reference as exhibits to this Registration Statement:
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
4.1 Noble Drilling Corporation 1991 Stock Option and
Restricted Stock Plan, as amended and restated effective
as of January 30, 1997.
5.1 Opinion of Thompson & Knight, A Professional Corporation.
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.
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
</TABLE>
2
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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 24th day of
April, 1997.
NOBLE DRILLING CORPORATION
(Registrant)
By: 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 any Registration Statement (including any
amendment thereto) for this offering that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, 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.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
JAMES C. DAY Chairman, President and Chief April 24, 1997
- --------------------- Executive Officer and Director
James C. Day (Principal Executive Officer)
BYRON L. WELLIVER Senior Vice President - Finance, April 24, 1997
- --------------------- Treasurer and Controller
Byron L. Welliver (Principal Financial and Accounting
Officer)
MICHAEL A. CAWLEY Director April 24, 1997
- ---------------------
Michael A. Cawley
LAWRENCE J. CHAZEN Director April 24, 1997
- ---------------------
Lawrence J. Chazen
TOMMY C. CRAIGHEAD Director April 24, 1997
- ---------------------
Tommy C. Craighead
JAMES L. FISHEL Director April 24, 1997
- ---------------------
James L. Fishel
Director
- ---------------------
Marc E. Leland
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
------ -------
<S> <C>
4.1 Noble Drilling Corporation 1991
Stock Option and Restricted
Stock Plan, as amended and
restated effective as of
January 30, 1997.
5.1 Opinion of Thompson & Knight, A
Professional Corporation.
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.
24.1 Power of Attorney (included on
the signature page of this
Registration Statement).
</TABLE>
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EXHIBIT 4.1
NOBLE DRILLING CORPORATION
1991 STOCK OPTION AND RESTRICTED STOCK PLAN
AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 30, 1997
APPROVED AND RATIFIED BY STOCKHOLDERS ON APRIL 24, 1997
SECTION 1. PURPOSE
The purpose of this Plan is to assist Noble Drilling Corporation, a
Delaware corporation, in attracting and retaining, as officers and key
employees of the Company and its Affiliates, persons of training, experience
and ability and to furnish additional incentive to such persons by encouraging
them to become owners of Shares of the Company's capital stock, by granting to
such persons Incentive Options, Nonqualified Options, Restricted Stock, or any
combination of the foregoing.
SECTION 2. DEFINITIONS
Unless the context otherwise requires, the following words as used herein
shall have the following meanings:
(a) "Affiliate" means any corporation (other than the Company) in
any unbroken chain of corporations (i) beginning with the Company if, at
the time of the granting of the Option or award of Restricted Stock, each
of the corporations other than the last corporation in the unbroken chain
owns stock possessing 50 percent or more of the total combined voting
power of all classes of stock in one of the other corporations in such
chain, or (ii) ending with the Company if, at the time of the granting of
the Option or award of Restricted Stock, each of the corporations, other
than the Company, owns stock possessing 50 percent or more of the total
combined voting power of all classes of stock in one of the other
corporations in such chain.
(b) "Agreement" means the written agreement (i) between the Company
and the Optionee evidencing the Option and any SARs that relate to such
Option granted by the Company and the understanding of the parties with
respect thereto or (ii) between the Company and a recipient of Restricted
Stock evidencing the restrictions, terms and conditions applicable to such
award of Restricted Stock and the understanding of the parties with
respect thereto.
(c) "Board" means the Board of Directors of the Company as the same
may be constituted from time to time.
(d) "Code" means the Internal Revenue Code of 1986, as amended.
(e) "Committee" means the Committee provided for in Section 3 of
the Plan as the same may be constituted from time to time.
(f) "Company" means Noble Drilling Corporation, a Delaware
corporation.
(g) "Corporate Transaction" shall have the meaning as defined in
Section 8 of the Plan.
(h) "Disability" means any termination of employment with the
Company or an Affiliate because of a long- term or total disability, as
determined by the Committee in its sole discretion.
(i) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(j) "Fair Market Value" means the fair market value per Share as
determined by the Committee in good faith; provided, however, that if a
Share is listed or admitted to trading on a securities exchange registered
under the Exchange Act, the Fair Market Value per Share shall be the
average of the reported high and low sales price on the date in question
(or if there was no reported sale on such date, on the last preceding date
on which any reported sale occurred) on the principal securities exchange
on which such Share is listed or admitted to trading, or if a Share is not
listed or admitted to trading on any such exchange but is listed as a
national market security on the National Association
<PAGE> 2
of Securities Dealers, Inc. Automated Quotations System ("NASDAQ") or
any similar system then in use, the Fair Market Value per Share shall be
the average of the reported high and low sales price on the date in
question (or if there was no reported sale on such date, on the last
preceding date on which any reported sale occurred) on such system, or if
a Share is not listed or admitted to trading on any such exchange and is
not listed as a national market security on NASDAQ but is quoted on NASDAQ
or any similar system then in use, the Fair Market Value per Share shall
be the average of the closing high bid and low asked quotations on such
system for such Share on the date in question. For purposes of valuing
Shares to be made subject to Incentive Options, the Fair Market Value per
Share shall be determined without regard to any restriction other than one
which, by its terms, will never lapse.
(k) "Incentive Option" means an Option that is intended to satisfy
the requirements of Section 422(b) of the Code and Section 17 of the Plan.
(l) "Non-Employee Director" means a director of the Company who
satisfies the definition thereof under Rule 16b-3 promulgated under the
Exchange Act.
(m) "Nonqualified Option" means an Option that does not qualify as
a statutory stock option under Section 422 or 423 of the Code.
(n) "Option" means an option to purchase one or more Shares
granted under and pursuant to the Plan. Such Option may be either an
Incentive Option or a Nonqualified Option.
(o) "Optionee" means a person who has been granted an Option and
who has executed an Agreement with the Company.
(p) "Outside Director" means a director of the Company who is an
outside director within the meaning of Section 162(m) of the Code and the
regulations promulgated thereunder.
(q) "Plan" means this Noble Drilling Corporation 1991 Stock Option
and Restricted Stock Plan, as amended.
(r) "Restricted Stock" means Shares issued or transferred pursuant
to Section 20 of the Plan.
(s) "Retirement" means a termination of employment with the
Company or an Affiliate either (i) on a voluntary basis by a person who is
at least 55 years of age and has at least five years of continuous service
with the Company or one or more Affiliates immediately prior to such
termination of employment or (ii) otherwise with the written consent of
the Committee in its sole discretion.
(t) "SARs" means stock appreciation rights granted pursuant to
Section 7 of the Plan.
(u) "Securities Act" means the Securities Act of 1933, as amended.
(v) "Share" means a share of the Company's present common stock,
par value $.10 per share, and any share or shares of capital stock or
other securities of the Company hereafter issued or issuable in respect of
or in substitution or exchange for each such present share. Such Shares
may be unissued or reacquired Shares, as the Board, in its sole and
absolute discretion, shall from time to time determine.
SECTION 3. ADMINISTRATION
The Plan shall be administered by, and the decisions concerning the Plan
shall be made solely by, a Committee of two or more directors of the Company,
all of whom are (a) Non-Employee Directors and (b) beginning immediately after
the first meeting of stockholders of the Company at which directors are to be
elected that occurs after December 31, 1994, Outside Directors. Each member of
the Committee shall be appointed by and shall serve at the pleasure of the
Board. The Board shall have the sole continuing authority to appoint members
of the Committee. In making grants or awards, the Committee shall take into
consideration the contribution the person has made or may make to the success
of the Company or its Affiliates and such other considerations as the Board may
from time to time specify.
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The Committee shall elect one of its members as its chairman and shall
hold its meetings at such times and places as it may determine. A majority of
the members of the Committee shall constitute a quorum. All decisions and
determinations of the Committee shall be made by the majority vote or decision
of the members present at any meeting at which a quorum is present; provided,
however, that any decision or determination reduced to writing and signed by
all members of the Committee shall be as fully effective as if it had been made
by a majority vote or decision at a meeting duly called and held. The
Committee may appoint a secretary (who need not be a member of the Committee)
who shall keep minutes of its meetings. The Committee may make any rules and
regulations for the conduct of its business that are not inconsistent with the
express provisions of the Plan, the bylaws or certificate of incorporation of
the Company or any resolutions of the Board.
All questions of interpretation or application of the Plan, or of a grant
of an Option and any SARs that relate to such Option or an award of Restricted
Stock, including questions of interpretation or application of an Agreement,
shall be subject to the determination of the Committee, which determination
shall be final and binding upon all parties.
Subject to the express provisions of the Plan, the Committee shall have
the authority, in its sole and absolute discretion, (a) to adopt, amend or
rescind administrative and interpretive rules and regulations relating to the
Plan; (b) to construe the Plan; (c) to make all other determinations necessary
or advisable for administering the Plan; (d) to determine the terms and
provisions of the respective Agreements (which need not be identical),
including provisions defining or otherwise relating to (i) the term and the
period or periods and extent of exercisability of the Options, (ii) the extent
to which the transferability of Shares issued upon exercise of Options or any
SARs that relate to such Options is restricted, (iii) the effect of termination
of employment upon the exercisability of the Options, and (iv) the effect of
approved leaves of absence (consistent with any applicable regulations of the
Internal Revenue Service) upon the exercisability of such Options; (e) subject
to Sections 9 and 11 of the Plan, to accelerate, for any reason, regardless of
whether the Agreement so provides, the time of exercisability of any Option and
any SARs that relate to such Option that have been granted or the time of the
lapsing of restrictions on Restricted Stock; (f) to construe the respective
Agreements; and (g) to exercise the powers conferred on the Committee under the
Plan. The Board may correct any defect or supply any omission or reconcile any
inconsistency in the Plan in the manner and to the extent it shall deem
expedient to carry it into effect, and it shall be the sole and final judge of
such expediency. The determinations of the Committee or Board, as the case may
be, on the matters referred to in this Section 3 shall be final and conclusive.
SECTION 4. SHARES SUBJECT TO THE PLAN
(a) The total number of Shares that may be purchased pursuant to
Options, issued or transferred pursuant to the exercise of SARs or
awarded as Restricted Stock shall not exceed 10,700,000 in the aggregate,
and the total number of shares for which Options and SARs may be granted,
and which may be awarded as Restricted Stock, to any one person during
any continuous five-year period shall not exceed 1,500,000 in the
aggregate; provided that each such maximum number of shares shall be
increased or decreased as provided in Section 13 of the Plan.
(b) At any time and from time to time after the Plan takes effect,
the Committee, pursuant to the provisions herein set forth, may grant
Options and any SARs that relate to such Options and award Restricted
Stock until the maximum number of Shares shall be exhausted or the Plan
shall be sooner terminated; provided, however, that no Incentive Option
and any SARs that relate to such Option shall be granted after January
29, 2007.
(c) Shares subject to an Option that expires or terminates prior
to exercise and Shares that had been previously awarded as Restricted
Stock that have since been forfeited shall be available for further grant
of Options or award as Restricted Stock. No Option shall be granted and
no Restricted Stock shall be awarded if the number of Shares for which
Options have been granted and which pursuant to this Section are not
again available for Option grant, plus the number of Shares that have
been awarded as Restricted Stock, would, if such Option were granted or
such Restricted Stock were awarded, exceed 10,700,000.
(d) Any Shares withheld pursuant to Section 19(c) of the Plan
shall not be available after such withholding for being optioned or
awarded pursuant to the provisions hereof.
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(e) Unless the Shares awarded as Restricted Stock are Shares that
have been reacquired by the Company as treasury shares, Restricted Stock
shall be awarded only for services actually rendered, as determined by
the Committee.
SECTION 5. ELIGIBILITY
The persons who shall be eligible to receive grants of Options and any
SARs that relate to such Options, and to receive awards of Restricted Stock,
shall be regular salaried officers or other employees of the Company or one or
more of its Affiliates.
SECTION 6. GRANT OF OPTIONS
(a) From time to time while the Plan is in effect, the Committee
may, in its sole and absolute discretion, select from among the persons
eligible to receive a grant of Options under the Plan (including persons
who have already received such grants of Options) such one or more of
them as in the opinion of the Committee should be granted Options. The
Committee shall thereupon, likewise in its sole and absolute discretion,
determine the number of Shares to be allotted for option to each person
so selected.
(b) Each person so selected shall be offered an Option to purchase
the number of Shares so allotted to him, upon such terms and conditions,
consistent with the provisions of the Plan, as the Committee may specify.
Each such person shall have a reasonable period of time, to be fixed by
the Committee, within which to accept or reject the proffered Option.
Failure to accept within the period so fixed may be treated as a
rejection.
(c) Each person who accepts an Option offered to him shall enter
into an Agreement with the Company, in such form as the Committee may
prescribe, setting forth the terms and conditions of the Option,
whereupon such person shall become a participant in the Plan. In the
event a person is granted both one or more Incentive Options and one or
more Nonqualified Options, such grants shall be evidenced by separate
Agreements, one for each Incentive Option grant and one for each
Nonqualified Option grant. The date on which the Committee completes all
action constituting an offer of an Option to a person, including the
specification of the number of Shares to be subject to the Option, shall
constitute the date on which the Option covered by such Agreement is
granted. In no event, however, shall an Optionee gain any rights in
addition to those specified by the Committee in its grant, regardless of
the time that may pass between the grant of the Option and the actual
signing of the Agreement by the Company and the Optionee.
(d) Each Agreement that includes SARs in addition to an Option
shall comply with the provisions of Section 7 of the Plan.
SECTION 7. GRANT OF SARS
The Committee may from time to time grant SARs in conjunction with all or
any portion of any Option either (i) at the time of the initial Option grant
(not including any subsequent modification that may be treated as a new grant
of an Incentive Option for purposes of Section 424(h) of the Code) or (ii) with
respect to Nonqualified Options, at any time after the initial Option grant
while the Nonqualified Option is still outstanding. SARs shall not be granted
other than in conjunction with an Option granted hereunder.
SARs granted hereunder shall comply with the following conditions and
also with the terms of the Agreement governing the Option in conjunction with
which they are granted:
(a) The SAR shall expire no later than the expiration of the
underlying Option.
(b) Upon the exercise of an SAR, the Optionee shall be entitled to
receive payment equal to the excess of the aggregate Fair Market Value of
the Shares with respect to which the SAR is then being exercised
(determined as of the date of such exercise) over the aggregate purchase
price of such Shares as provided in the related Option. Payment
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may be made in Shares, valued at their Fair Market Value on the date of
exercise, or in cash, or partly in Shares and partly in cash, as
determined by the Committee in its sole and absolute discretion.
(c) SARs shall be exercisable (i) only at such time or times and
only to the extent that the Option to which they relate shall be
exercisable, (ii) only when the Fair Market Value of the Shares subject
to the related Option exceeds the purchase price of the Shares as
provided in the related Option, and (iii) only upon surrender of the
related Option or any portion thereof with respect to the Shares for
which the SARs are then being exercised.
(d) Upon exercise of an SAR, a corresponding number of Shares
subject to option under the related Option shall be canceled. Such
canceled Shares shall be charged against the Shares reserved for the
Plan, as provided in Section 4 of the Plan, as if the Option had been
exercised to such extent and shall not be available for future Option
grants or Restricted Stock awards hereunder.
SECTION 8. OPTION PRICE
The option price for each Share covered by an Incentive Option shall not
be less than the greater of (a) the par value of such Share or (b) the Fair
Market Value of such Share at the time such Option is granted. The option
price for each Share covered by a Nonqualified Option shall not be less than
the greater of (a) the par value of such Share or (b) 50 percent of the Fair
Market Value of such Share at the time the Option is granted. Notwithstanding
the two immediately preceding sentences, if the Company or an Affiliate agrees
to substitute a new Option under the Plan for an old Option, or to assume an
old Option, by reason of a corporate merger, consolidation, acquisition of
property or stock, separation, reorganization, or liquidation (any of such
events being referred to herein as a "Corporate Transaction"), the option price
of the Shares covered by each such new Option or assumed Option may be other
than the Fair Market Value of the Shares at the time the Option is granted as
determined by reference to a formula, established at the time of the Corporate
Transaction, which will give effect to such substitution or assumption;
provided, however, in no event shall:
(a) the excess of the aggregate Fair Market Value of the Shares
subject to the Option immediately after the substitution or assumption
over the aggregate option price of such Shares be more than the excess of
the aggregate Fair Market Value of all Shares subject to the Option
immediately prior to the substitution or assumption over the aggregate
option price of such Shares;
(b) in the case of an Incentive Option, the new Option or the
assumption of the old Option give the Optionee additional benefits that
he would not have under the old Option; or
(c) the ratio of the option price to the Fair Market Value of the
stock subject to the Option immediately after the substitution or
assumption be more favorable to the Optionee than the ratio of the option
price to the Fair Market Value of the stock subject to the old Option
immediately prior to such substitution or assumption, on a Share by Share
basis.
Notwithstanding the above, the provisions of this Section 8 with respect to the
option price in the event of a Corporate Transaction shall, in the case of an
Incentive Option, be subject to the requirements of Section 424(a) of the Code
and the Treasury regulations and revenue rulings promulgated thereunder. In
the case of an Incentive Option, in the event of a conflict between the terms
of this Section 8 and the above cited statute, regulations and rulings, or in
the event of an omission in this Section 8 of a provision required by said
laws, the latter shall control in all respects and are hereby incorporated
herein by reference as if set out at length.
SECTION 9. OPTION PERIOD AND TERMS OF EXERCISE
(a) Each Option shall be exercisable during such period of time as
the Committee may specify, but in no event for longer than 10 years from
the date when the Option is granted; provided, however, that
(i) All rights to exercise an Option and any SARs that
relate to such Option shall, subject to the provisions of
subsection (c) of this Section 9, terminate six months after the
date the Optionee ceases to be
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employed by at least one of the employers in the group of employers
consisting of the Company and its Affiliates, for any reason other
than death, Disability or Retirement, except that, in the event of
the termination of employment of the Optionee on account of fraud,
dishonesty or other acts detrimental to the interests of the
Company or one or more of its Affiliates, the Option and any SARs
that relate to such Option shall thereafter be null and void for
all purposes. Employment shall not be deemed to have ceased by
reason of the transfer of employment, without interruption of
service, between or among the Company and any of its Affiliates.
In addition, for purposes of this Plan, employment shall not be
deemed to have ceased by reason of the termination of employment
with the Company or an Affiliate, followed by a reemployment with
the Company or an Affiliate within six months of such initial
termination, provided such reemployment is approved for purposes of
this Section 9(a)(i) by the Committee in its sole discretion, of
(x) a person whose employment terminated initially in December 1996
in connection with the sale by the Company and its Affiliates of
their land drilling assets to Nabors Industries, Inc. and its
affiliates and (y) any person not otherwise provided for in clause
(x) immediately preceding.
(ii) If the Optionee ceases to be employed by at least one of
the employers in the group of employers consisting of the Company
and its Affiliates, by reason of his death, Disability or
Retirement, all rights to exercise such Option and any SARs that
relate to such Option shall, subject to the provisions of
subsection (c) of this Section 9, terminate five years thereafter.
(b) If an Option is granted with a term shorter than 10 years, the
Committee may extend the term of the Option and any SARs that relate to
such Option, but for not more than 10 years from the date when the Option
was originally granted.
(c) In no event may an Option or any SARs that relate to such
Option be exercised after the expiration of the term thereof.
SECTION 10. OPTIONS AND SARS NOT TRANSFERABLE
No Option or any SARs that relate to such Option shall be transferable by
the Optionee otherwise than by will or the applicable laws of descent and
distribution.
SECTION 11. EXERCISE OF OPTIONS AND SARS
(a) During the lifetime of an Optionee, only such Optionee may
exercise an Option or any SARs that relate to such Option granted to him.
In the event of his death, any then exercisable portion of his Option and
any SARs that relate to such Option may, within five years thereafter, or
earlier date of termination of the Option, be exercised in whole or in
part by the duly authorized representative of the deceased Optionee's
estate.
(b) At any time, and from time to time, during the period when any
Option and any SARs that relate to such Option, or a portion thereof, are
exercisable, such Option or SARs, or portion thereof, may be exercised in
whole or in part; provided, however, that the Committee may require any
Option or SAR that is partially exercised to be so exercised with respect
to at least a stated minimum number of Shares.
(c) Each exercise of an Option, or a portion thereof, shall be
evidenced by a notice in writing to the Company accompanied by payment in
full of the option price of the Shares then being purchased. Payment in
full shall mean payment of the full amount due, either in cash, by
certified check or cashier's check, or, with the consent of the
Committee, with Shares owned by the Optionee, including an actual or
deemed multiple series of exchanges of such Shares.
Notwithstanding anything contained herein to the contrary, at the
request of an Optionee and to the extent permitted by applicable law, the
Committee may, in its sole and absolute discretion, selectively approve
arrangements with a brokerage firm or firms under which any such
brokerage firm shall, on behalf of the Optionee, make payment in full to
the Company of the option price of the Shares then being purchased, and
the Company, pursuant to an
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irrevocable notice in writing from the Optionee, shall make prompt
delivery of one or more certificates for the appropriate number of Shares
to such brokerage firm. Payment in full for purposes of the immediately
preceding sentence shall mean payment of the full amount due, either in
cash or by certified check or cashier's check.
(d) Each exercise of SARs, or a portion thereof, shall be
evidenced by a notice in writing to the Company.
(e) No Shares shall be issued upon exercise of an Option until
full payment therefor has been made, and an Optionee shall have none of
the rights of a stockholder until Shares are issued to him.
(f) Nothing herein or in any Agreement shall require the Company
to issue any Shares upon exercise of an Option or SAR if such issuance
would, in the opinion of counsel for the Company, constitute a violation
of the Securities Act or any similar or superseding statute or statutes,
or any other applicable statute or regulation, as then in effect. Upon
the exercise of an Option or SAR (as a result of which the Optionee
receives Shares), or portion thereof, the Optionee shall give to the
Company satisfactory evidence that he is acquiring such Shares for the
purposes of investment only and not with a view to their distribution;
provided, however, if or to the extent that the Shares delivered to the
Optionee shall be included in a registration statement filed by the
Company under the Securities Act, such investment representation shall be
abrogated.
SECTION 12. DELIVERY OF STOCK CERTIFICATES
As promptly as may be practicable after an Option or SAR (as a result of
the exercise of which the Optionee receives Shares), or a portion thereof, has
been exercised as hereinabove provided, the Company shall make delivery of one
or more certificates for the appropriate number of Shares. In the event that
an Optionee exercises both (i) an Incentive Option or SARs that relate to such
Option (as a result of which the Optionee receives Shares), or a portion
thereof, and (ii) a Nonqualified Option or SARs that relate to such Option (as
a result of which the Optionee receives Shares), or a portion thereof, separate
stock certificates shall be issued, one for the Shares subject to the Incentive
Option and one for the Shares subject to the Nonqualified Option.
SECTION 13. CHANGES IN COMPANY'S SHARES AND CERTAIN CORPORATE TRANSACTIONS
If at any time while the Plan is in effect there shall be any increase or
decrease in the number of issued and outstanding Shares of the Company effected
without receipt of consideration therefor by the Company, through the
declaration of a stock dividend or through any recapitalization or merger or
otherwise in which the Company is the surviving corporation, resulting in a
stock split-up, combination or exchange of Shares of the Company, then and in
each such event:
(a) An appropriate adjustment shall be made in the maximum number
of Shares then subject to being optioned or awarded as Restricted Stock
under the Plan, to the end that the same proportion of the Company's
issued and outstanding Shares shall continue to be subject to being so
optioned and awarded;
(b) Appropriate adjustment shall be made in the number of Shares
and the option price per Share thereof then subject to purchase pursuant
to each Option previously granted and then outstanding, to the end that
the same proportion of the Company's issued and outstanding Shares in
each such instance shall remain subject to purchase at the same aggregate
option price; and
(c) In the case of Incentive Options, any such adjustments shall
in all respects satisfy the requirements of Section 424(a) of the Code
and the Treasury regulations and revenue rulings promulgated thereunder.
Except as is otherwise expressly provided herein, the issue by the
Company of shares of its capital stock of any class, or securities convertible
into shares of capital stock of any class, either in connection with a direct
sale or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof
shall be made with respect to, the number of or option price of Shares then
subject to outstanding Options granted under the Plan. Furthermore, the
presence of outstanding Options granted under the Plan shall not affect in any
manner the right or power of the Company to make,
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authorize or consummate (i) any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or its
business; (ii) any merger or consolidation of the Company; (iii) any issue by
the Company of debt securities or preferred stock that would rank above the
Shares subject to outstanding Options granted under the Plan; (iv) the
dissolution or liquidation of the Company; (v) any sale, transfer or assignment
of all or any part of the assets or business of the Company; or (vi) any other
corporate act or proceeding, whether of a similar character or otherwise.
SECTION 14. EFFECTIVE DATE
The Plan was originally adopted by the Board on January 31, 1991 and
approved by the stockholders of the Company on April 25, 1991. The Plan as
amended and restated on January 30, 1997 shall be effective as of that date,
the date of the adoption thereof by the Board, but shall be submitted to the
stockholders of the Company for approval and ratification at the next regular
or special meeting thereof to be held after December 31, 1996. If at such a
meeting of the stockholders of the Company a quorum is present, the Plan as
amended and restated shall be presented for approval and ratification, and
unless at such a meeting the Plan as amended and restated is approved and
ratified by the affirmative vote of a majority of the outstanding shares of
common stock, par value $.10 per share, of the Company present in person or by
proxy and entitled to vote, then, and in such event, the amendments to the Plan
adopted by the Board on January 30, 1997 (except for the amendment set forth in
Section 9(a)(i)(x) which shall, notwithstanding anything herein contained to
the contrary, be effective from and after the date of its adoption by the
Board) and any then outstanding Options (and any SARs that relate to such
Options) that may have been conditionally granted prior to such stockholder
meeting dependent upon an increase in the number of Shares subject to the Plan
shall become null and void and of no further force or effect. No award of
Restricted Stock dependent upon an increase in the number of Shares subject to
the Plan shall be made prior to the approval and ratification of the Plan as
amended and restated by stockholders in accordance with this Section 14.
SECTION 15. AMENDMENT, SUSPENSION OR TERMINATION
The Board may at any time amend, suspend or terminate the Plan; provided,
however, that after the stockholders have approved and ratified the Plan in
accordance with Section 14 of the Plan, the Board may not, without approval of
the stockholders of the Company, amend the Plan so as to (a) increase the
maximum number of Shares subject thereto, as specified in Sections 4(a) and 13
of the Plan, or (b) reduce the option price for Shares covered by Options
granted hereunder below the price specified in Section 8 of the Plan; and
provided further, that the Board may not modify, impair or cancel any
outstanding Option or SAR that relates to such Option, or the restrictions,
terms or conditions applicable to Shares of Restricted Stock, without the
consent of the holder thereof.
SECTION 16. REQUIREMENTS OF LAW
Notwithstanding anything contained herein or in any Agreement to the
contrary, the Company shall not be required to sell or issue Shares under any
Option or SAR if the issuance thereof would constitute a violation by the
Optionee or the Company of any provision of any law or regulation of any
governmental authority or any national securities exchange; and as a condition
of any sale or issuance of Shares upon exercise of an Option or SAR, the
Company may require such agreements or undertakings, if any, as the Company may
deem necessary or advisable to assure compliance with any such law or
regulation.
SECTION 17. INCENTIVE OPTIONS
The Committee may, in its sole and absolute discretion, designate any
Option granted under the Plan as an Incentive Option intended to qualify under
Section 422(b) of the Code. Any provision of the Plan to the contrary
notwithstanding, (a) no Incentive Option shall be granted to any person who, at
the time such Incentive Option is granted, owns stock possessing more than 10
percent of the total combined voting power of all classes of stock of the
Company or any Affiliate unless the option price under such Incentive Option is
at least 110 percent of the Fair Market Value of the Shares subject to the
Incentive Option at the date of its grant and such Incentive Option is not
exercisable after the expiration of five years from the date of its grant; and
(b) the aggregate Fair Market Value of the Shares subject to an Incentive
Option and the
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aggregate Fair Market Value of the shares of stock of the Company or any
Affiliate (or a predecessor corporation of the Company or an Affiliate) subject
to any other incentive stock option (within the meaning of Section 422(b) of
the Code) of the Company and its Affiliates (or a predecessor corporation of
any such corporation), that may become first exercisable in any calendar year,
shall not (with respect to any Optionee) exceed $100,000, determined as of the
date the Incentive Option is granted.
SECTION 18. MODIFICATION OF OPTIONS AND SARS
Subject to the terms and conditions of and within the limitations of the
Plan, the Committee may modify, extend or renew outstanding Options and any
SARs that relate to such Options granted under the Plan, or accept the
surrender of Options and any SARs that relate to such Options outstanding
hereunder (to the extent not theretofore exercised) and authorize the granting
of new Options and any SARs that relate to such new Options hereunder in
substitution therefor (to the extent not theretofore exercised).
Notwithstanding the foregoing provisions of this Section 18, no modification of
an Option and any SARs that relate to such Option granted hereunder shall,
without the consent of the Optionee, alter or impair any rights or obligations
under any Option and any SARs that relate to such Option theretofore granted
hereunder to such Optionee, except as may be necessary, with respect to
Incentive Options, to satisfy the requirements of Section 422(b) of the Code.
SECTION 19. AGREEMENT PROVISIONS
(a) Each Agreement shall contain such provisions (including,
without limitation, restrictions or the removal of restrictions upon the
exercise of the Option and any SARs that relate to such Option and the
transfer of shares thereby acquired) as the Committee shall deem
advisable. Each Agreement relating to an Option shall identify the
Option evidenced thereby as an Incentive Option or Nonqualified Option,
as the case may be. Incentive Options and Nonqualified Options may not
both be covered by a single Agreement. Each such Agreement relating to
Incentive Options shall contain such limitations and restrictions upon
the exercise of the Incentive Option as shall be necessary for the
Incentive Option to which such Agreement relates to constitute an
incentive stock option, as defined in Section 422(b) of the Code.
(b) Each Agreement shall recite that it is subject to the Plan and
that the Plan shall govern where there is any inconsistency between the
Plan and the Agreement.
(c) Each Agreement shall contain a covenant by the Optionee, in
such form as the Committee may require in its discretion, that he
consents to and will take whatever affirmative actions are required, in
the opinion of the Committee, to enable the Company or appropriate
Affiliate to satisfy its Federal income tax and FICA and any applicable
state and local withholding obligations. An Agreement may contain such
provisions as the Committee deems appropriate to enable the Company or
its Affiliates to satisfy such withholding obligations, including
provisions permitting the Company, upon the exercise of an Option or SAR
(as a result of which the Optionee receives Shares), to withhold Shares
otherwise issuable to the Optionee exercising the Option or SAR, or to
accept delivery of Shares owned by the Optionee, to satisfy the
applicable withholding obligations.
(d) Each Agreement relating to an Incentive Option shall contain a
covenant by the Optionee immediately to notify the Company in writing of
any disqualifying disposition (within the meaning of Section 421(b) of
the Code) of Shares received upon the exercise of an Incentive Option.
SECTION 20. RESTRICTED STOCK
(a) Subject to the provisions of Section 14 of the Plan, the
Committee may from time to time, in its sole and absolute discretion,
award Shares of Restricted Stock to such persons as it shall select from
among those persons who are eligible under Section 5 of the Plan to
receive awards of Restricted Stock. Any award of Restricted Stock shall
be made from Shares subject hereto as provided in Section 4 of the Plan.
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(b) A Share of Restricted Stock shall be subject to such
restrictions, terms and conditions, including forfeitures, if any, as may
be determined by the Committee, which may include, without limitation,
the rendition of services to the Company or its Affiliates for a
specified time or the achievement of specific goals, and to the further
restriction that no such Share may be sold, assigned, transferred,
discounted, exchanged, pledged or otherwise encumbered or disposed of
until the terms and conditions set by the Committee at the time of the
award of the Restricted Stock have been satisfied. Each recipient of an
award of Restricted Stock shall enter into an Agreement with the Company,
in such form as the Committee shall prescribe, setting forth the
restrictions, terms and conditions of such award, whereupon such
recipient shall become a participant in the Plan.
If a person is awarded Shares of Restricted Stock, whether or not
escrowed as provided below, the person shall be the record owner of such
Shares and shall have all the rights of a stockholder with respect to
such Shares (unless the escrow agreement, if any, specifically provides
otherwise), including the right to vote and the right to receive
dividends or other distributions made or paid with respect to such
Shares. Any certificate or certificates representing Shares of
Restricted Stock shall bear a legend similar to the following:
The shares represented by this certificate have been issued
pursuant to the terms of the Noble Drilling Corporation 1991 Stock
Option and Restricted Stock Plan and may not be sold, assigned,
transferred, discounted, exchanged, pledged or otherwise encumbered
or disposed of in any manner except as set forth in the terms of
the agreement embodying the award of such shares dated ,
19 .
In order to enforce the restrictions, terms and conditions that may
be applicable to a person's Shares of Restricted Stock, the Committee may
require the person, upon the receipt of a certificate or certificates
representing such Shares, or at any time thereafter, to deposit such
certificate or certificates, together with stock powers and other
instruments of transfer, appropriately endorsed in blank, with the
Company or an escrow agent designated by the Company under an escrow
agreement in such form as by the Committee shall prescribe.
After the satisfaction of the restrictions, terms and conditions
set by the Committee at the time of an award of Restricted Stock to a
person, a new certificate, without the legend set forth above, for the
number of Shares that are no longer subject to such restrictions, terms
and conditions shall be delivered to the person.
If a person to whom Restricted Stock has been awarded dies after
satisfaction of the restrictions, terms and conditions for the payment of
all or a portion of the award but prior to the actual payment of all or
such portion thereof, such payment shall be made to the person's
beneficiary or beneficiaries at the time and in the same manner that such
payment would have been made to the person.
The Committee shall have the authority (and the Agreement
evidencing an award of Restricted Stock may so provide) to cancel all or
any portion of any outstanding restrictions prior to the expiration of
such restrictions with respect to any or all of the Shares of Restricted
Stock awarded to a person hereunder on such terms and conditions as the
Committee may deem appropriate.
(c) Without limiting the provisions of the first paragraph of
subsection (b) of this Section 20, if a person to whom Restricted Stock
has been awarded ceases to be employed by at least one of the employers
in the group of employers consisting of the Company and its Affiliates,
for any reason, prior to the satisfaction of any terms and conditions of
an award, any Restricted Stock remaining subject to restrictions shall
thereupon be forfeited by the person and transferred to, and reacquired
by, the Company or an Affiliate at no cost to the Company or the
Affiliate; provided, however, if the cessation is due to the person's
death, Retirement or Disability, the Committee may, in its sole and
absolute discretion, deem that the terms and conditions have been met for
all or part of such remaining portion. In the event of such forfeiture,
the person, or in the event of his death, his personal representative,
shall forthwith deliver to the Secretary of the Company the certificates
for the Shares of Restricted Stock remaining subject to such
restrictions, accompanied by such instruments of transfer, if any, as may
reasonably be required by the Secretary of the Company.
(d) In case of any consolidation or merger of another corporation
into the Company in which the Company is the surviving corporation and in
which there is a reclassification or change (including a change to the
right to receive cash or other property) of the Shares (other than a
change in par value, or from par value to no par value, or as a result of
a subdivision or combination, but including any change in such shares
into two or more classes or series of shares),
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the Committee may provide that payment of Restricted Stock shall take the
form of the kind and amount of shares of stock and other securities
(including those of any new direct or indirect parent of the Company),
property, cash or any combination thereof receivable upon such
consolidation or merger.
SECTION 21. GENERAL
(a) The proceeds received by the Company from the sale of Shares
pursuant to Options shall be used for general corporate purposes.
(b) Nothing contained in the Plan or in any Agreement shall confer
upon any Optionee or recipient of Restricted Stock the right to continue
in the employ of the Company or any Affiliate, or interfere in any way
with the rights of the Company or any Affiliate to terminate his
employment at any time, with or without cause.
(c) Neither the members of the Board nor any member of the
Committee shall be liable for any act, omission or determination taken or
made in good faith with respect to the Plan or any Option and any SARs
that relate to such Option granted hereunder or any Restricted Stock
awarded hereunder; and the members of the Board and the Committee shall
be entitled to indemnification and reimbursement by the Company in
respect of any claim, loss, damage or expenses (including counsel fees)
arising therefrom to the full extent permitted by law and under any
directors' and officers' liability or similar insurance coverage that may
be in effect from time to time.
(d) Any payment of cash or any issuance or transfer of Shares to
the Optionee, or to his legal representative, heir, legatee or
distributee, in accordance with the provisions hereof, shall, to the
extent thereof, be in full satisfaction of all claims of such persons
hereunder. The Committee may require any Optionee, legal representative,
heir, legatee or distributee, as a condition precedent to such payment,
to execute a release and receipt therefor in such form as it shall
determine.
(e) Neither the Committee, the Board nor the Company guarantees
the Shares from loss or depreciation.
(f) All expenses incident to the administration, termination or
protection of the Plan, including, but not limited to, legal and
accounting fees, shall be paid by the Company or its Affiliates.
(g) Records of the Company and its Affiliates regarding a person's
period of employment, termination of employment and the reason therefor,
leaves of absence, re-employment and other matters shall be conclusive
for all purposes hereunder, unless determined by the Committee to be
incorrect.
(h) Any action required of the Company shall be by resolution of
its Board or by a person authorized to act by resolution of the Board.
Any action required of the Committee shall be by resolution of the
Committee or by a person authorized to act by resolution of the
Committee.
(i) If any provision of the Plan or any Agreement 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.
(j) Whenever any notice is required or permitted hereunder, such
notice must be in writing and personally delivered or sent by mail. Any
notice required or permitted to be delivered hereunder shall be deemed to
be delivered on the date on which it is personally delivered, or, whether
actually received or not, on the third business day after it is deposited
in the United States mail, certified or registered, postage prepaid,
addressed to the person who is to receive it at the address which such
person has theretofore specified by written notice delivered in
accordance herewith. The Company, an Optionee or a recipient of
Restricted Stock may change, at any time and from time to time, by
written notice to the other, the address that it or he had theretofore
specified for receiving notices. Until changed in accordance herewith,
the Company and each Optionee and recipient of Restricted Stock shall
specify as its and his address for receiving notices the address set
forth in the Agreement pertaining to the Shares to which such notice
relates.
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(k) Any person entitled to notice hereunder may waive such notice.
(l) The Plan shall be binding upon the Optionee or recipient of
Restricted Stock, his heirs, legatees, distributees and legal
representatives, upon the Company, its successors and assigns, and upon
the Committee, and its successors.
(m) The titles and headings of Sections and paragraphs are
included for convenience of reference only and are not to be considered
in the construction of the provisions hereof.
(n) All questions arising with respect to the provisions of the
Plan shall be determined by application of the laws of the State of Texas
except to the extent Texas law is preempted by Federal law.
(o) Words used in the masculine shall apply to the feminine where
applicable, and wherever the context of the Plan dictates, the plural
shall be read as the singular and the singular as the plural.
IN WITNESS WHEREOF, this amended and restated 1991 Stock Option and
Restricted Stock Plan has been executed on this 24th day of April, 1997.
NOBLE DRILLING CORPORATION
By JAMES C. DAY
-------------------------------------
Name: James C. Day
Title: Chairman, President and Chief
Executive Officer
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EXHIBIT 5.1
April 24, 1997
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 5,500,000 shares
(the "Shares") of common stock, par value $.10 per share, of the Company for
issuance pursuant to the Company's 1991 Stock Option and Restricted Stock Plan,
as amended and restated (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, agreements and other instruments,
certificates of public officials and of officers of the Company, and other
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 upon the due
exercise of options or stock appreciation rights duly granted under the Plan or
upon the due award as restricted stock under 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/ ROBERT D. CAMPBELL
--------------------------------
Robert D. Campbell, 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 Noble Drilling Corporation of our report
dated January 30, 1997, except as to Note 15, which is as of February 19, 1997,
appearing on page 24 of Noble Drilling Corporation's Form 10-K for the year
ended December 31, 1996.
PRICE WATERHOUSE LLP
Houston, Texas
April 24, 1997
