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Registration No. 333-
As filed with the Securities and Exchange Commission on January 18, 2001
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
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<S> <C>
DELAWARE 73-0374541
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
13135 SOUTH DAIRY ASHFORD, SUITE 800
SUGAR LAND, TEXAS 77478
(Address of Principal Executive Offices) (Zip Code)
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NOBLE DRILLING CORPORATION 401(k) SAVINGS RESTORATION PLAN
(Full title of the Plan)
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<S> <C>
ROBERT D. CAMPBELL COPY TO:
PRESIDENT DAVID L. EMMONS, ESQ.
NOBLE DRILLING CORPORATION THOMPSON & KNIGHT L.L.P.
13135 SOUTH DAIRY ASHFORD, SUITE 800 98 SAN JACINTO
SUGAR LAND, TEXAS 77478 SUITE 1200
(Name and address of agent for service) AUSTIN, TEXAS 78701
(512) 469-6100
(281) 276-6100
(Telephone number, including
area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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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 Fee
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<S> <C> <C> <C> <C>
Common Stock,
par value $0.10 200,000 shares $42.18 $8,436,000 $2,109
per share(3)
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(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, shares
issuable upon any stock split, stock dividend or similar transaction with
respect to these shares are also being registered hereunder. In addition,
pursuant to Rule 416(c) of the Securities Act of 1933, as amended, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended, 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 January 17,
2001.
(3) The Common Stock being registered includes associated Preferred Stock
purchase rights.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act of 1933 and the Note to Part I
of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, and Amendment No. 1 thereto on Form 10-K/A;
(2) All other reports filed by the Registrant pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934 since December 31, 1999;
and
(3) The description of the Registrant's Common Stock and Preferred Stock
purchase rights contained in the Registration Statement filed under the
Securities and Exchange Act of 1934.
In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered pursuant to this Registration Statement have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
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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
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 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
5.1 Opinion of Thompson & Knight L.L.P.
10.1 Noble Drilling Corporation 401(k) Savings Restoration Plan
23.1 Consent of Thompson & Knight L.L.P. (included in the opinion of
Thompson & Knight L.L.P. 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)
Item 9. Undertakings.
(a) The Registrant hereby undertakes:
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(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The Registrant hereby further undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Sugar Land, State of Texas, on the 18th day of
January, 2001.
NOBLE DRILLING CORPORATION
(Registrant)
By: /s/ Robert D. Campbell
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Robert D. Campbell
President
KNOW ALL BY THESE PRESENTS, that each of the undersigned directors and
officers of Noble Drilling Corporation hereby constitutes and appoints James C.
Day and Robert D. Campbell, and each of them, his true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signature Title Date
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/s/ James C. Day Chairman and Chief Executive Officer and January 18, 2001
----------------------------------- Director (Principal Executive Officer)
James C. Day
/s/ Robert D. Campbell President and Director January 18, 2001
-----------------------------------
Robert D. Campbell
/s/ Mark A. Jackson Executive Vice President and Chief January 18, 2001
----------------------------------- Financial Officer (Principal Financial and
Mark A. Jackson Accounting Officer)
/s/ Michael A. Cawley Director January 18, 2001
-----------------------------------
Michael A. Cawley
/s/ Lawrence J. Chazen Director January 18, 2001
-----------------------------------
Lawrence J. Chazen
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<S> <C> <C>
/s/ Tommy C. Craighead Director January 18, 2001
-----------------------------------
Tommy C. Craighead
Director January __, 2001
-----------------------------------
James L. Fishel
/s/ Marc E. Leland Director January 18, 2001
-----------------------------------
Marc E. Leland
/s/ Jack E. Little Director January 18, 2001
-----------------------------------
Jack E. Little
/s/ William A. Sears Director January 18, 2001
-----------------------------------
William A. Sears
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The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Noble Drilling Corporation Employee Benefits Committee has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Sugar Land, State of Texas, on the 18th day of
January, 2001.
NOBLE DRILLING CORPORATION 401(k) SAVINGS
RESTORATION PLAN
By: Noble Drilling Corporation Employee
Benefits Committee
By: /s/ John P. Boots
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John P. Boots
Member of Employee Benefits Committee
By: /s/ Marsha L. Galvan
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Marsha L. Galvan
Member of Employee Benefits Committee
By: /s/ Michael N. Lamb
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Michael N. Lamb
Member of Employee Benefits Committee
By: /s/ Thomas F. O'Rourke
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Thomas F. O'Rourke
Member of Employee Benefits Committee
By: /s/ Julie J. Robertson
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Julie J. Robertson
Member of Employee Benefits Committee
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INDEX TO EXHIBITS
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Exhibit
Number Exhibit
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5.1 Opinion of Thompson & Knight L.L.P.
10.1 Noble Drilling Corporation 401(k) Savings Restoration
Plan
23.1 Consent of Thompson & Knight L.L.P. (included in Exhibit
5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (included on the signature page of this
Registration Statement)
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