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Registration No. 333-
As filed with the Securities and Exchange Commission on June 11, 1999
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
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NOBLE DRILLING CORPORATION 1991 STOCK OPTION
AND RESTRICTED STOCK PLAN
(Full title of the plan)
--------
ROBERT D. CAMPBELL COPY TO:
PRESIDENT DAVID L. EMMONS
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
(Telephone number, including
area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
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, 5,000,000
par value $.10 shares $18.375 $91,875,000.00 $25,541.25
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 June 4, 1999.
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<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, Registration Statement No. 33-57675 relating to
the Plan filed by the Registrant with the Commission on February 13, 1995, and
Registration Statement No. 333-25857 relating to the Plan filed by the
Registrant with the Commission on April 25, 1997 (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 5,000,000 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.
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 effective as of
February 4, 1999.
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 PricewaterhouseCoopers LLP.
24.1 Power of Attorney (included on the signature page of
this Registration Statement).
</TABLE>
1
<PAGE> 3
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 Houston, Texas on the 10th day of June 1999.
NOBLE DRILLING CORPORATION
(Registrant)
By: /s/ ROBERT D. CAMPBELL
----------------------------------
Robert D. Campbell, President
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 Robert D. Campbell, 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>
/s/ JAMES C. DAY Chairman and Chief Executive June 10, 1999
- ----------------------------- Officer and Director
James C. Day (Principal Executive Officer)
/s/ BYRON L. WELLIVER Senior Vice President - Finance, June 10, 1999
- ----------------------------- Treasurer and Controller
Byron L. Welliver (Principal Financial and Accounting Officer)
/s/ ROBERT D. CAMPBELL President and Director June 10, 1999
- -----------------------------
Robert D. Campbell
/s/ MICHAEL A. CAWLEY Director June 10, 1999
- -----------------------------
Michael A. Cawley
/s/ LAWRENCE J. CHAZEN Director June 10, 1999
- -----------------------------
Lawrence J. Chazen
/s/ TOMMY C. CRAIGHEAD Director June 10, 1999
- -----------------------------
Tommy C. Craighead
/s/ WILLIAM J. DORE Director June 10, 1999
- -----------------------------
William J. Dore
/s/ JAMES L. FISHEL Director June 10, 1999
- -----------------------------
James L. Fishel
/s/ MARC E. LELAND Director June 10, 1999
- -----------------------------
Marc E. Leland
- ----------------------------- Director
William A. Sears
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
4.1 Noble Drilling Corporation 1991 Stock Option and
Restricted Stock Plan, as amended effective as of
February 4, 1999.
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 PricewaterhouseCoopers LLP.
24.1 Power of Attorney (included on the signature page of
this Registration Statement).
</TABLE>
<PAGE> 1
EXHIBIT 4.1
NOBLE DRILLING CORPORATION
1991 STOCK OPTION AND RESTRICTED STOCK PLAN
COMPOSITE COPY REFLECTING AMENDMENTS THROUGH FEBRUARY 4, 1999
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 of Securities
<PAGE> 2
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
2
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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.
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 15,700,000 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 15,700,000.
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(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.
(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.
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(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 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) 100 percent of the Fair Market Value
of such Share at the time the Option is granted, except that the minimum option
price may be equal to or greater than 85 percent of the Fair Market Value of
such Share at the time the Option is granted if and to the extent the discount
from Fair Market Value is expressly granted in lieu of a reasonable amount of
salary or cash bonus. 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.
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<PAGE> 6
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 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
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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 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
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(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, 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 was
amended and restated by the Board on January 30, 1997 and approved by the
stockholders of the Company on April 24, 1997. The amendments to the Plan
adopted by the Board on February 4, 1999 shall be effective as of that date, 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, 1998. If at such a meeting of the stockholders of the Company a
quorum is present, such amendments to the Plan shall be presented for approval
and ratification, and unless at such a meeting such amendments are 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 February 4, 1999 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 such amendments to the Plan.
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, (b) reduce the option price for Shares covered by Options granted
hereunder below the price specified in Section 8 of the Plan or (c) permit the
"repricing" of Options and any SARs that relate to such new Options in
contravention of Section 18 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.
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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 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. The Committee shall not have
authority to accept the surrender or cancellation of any Options and any SARs
that relate to such Options outstanding hereunder (to the extent not theretofore
exercised) and grant new Options and any SARs that relate to such new Options
hereunder in substitution therefor (to the extent not theretofore exercised) at
an Option Price that is less than the Option Price of the Options surrendered or
cancelled. Notwithstanding the foregoing provisions of this Section 18, no
modification of an outstanding 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.
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(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.
(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;
provided, however, that the minimum restriction period shall be three years
from the date of award (one year in the case of Shares of Restricted Stock
awarded with performance-based conditions); and provided further, that up to
50 percent of the Shares of Restricted Stock awarded under an Agreement that
have not previously vested may be made subject to vesting annually
commencing with the first anniversary of the award.
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
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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), 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.
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(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.
(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.
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EXHIBIT 5.1
[Letterhead of Thompson & Knight, P.C.]
June 10, 1999
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 (the "Securities Act") of 5,000,000 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 (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.
Sincerely,
THOMPSON & KNIGHT,
A Professional Corporation
By: /s/ DAVID L. EMMONS
---------------------------------------
David L. Emmons, 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 February 4, 1999 relating
to the consolidated financial statements, which appears in Noble Drilling
Corporation's Annual Report on Form 10-K for the year ended December 31, 1998.
PRICEWATERHOUSECOOPERS LLP
Houston, Texas
June 10, 1999
