As filed with the SEC on July 15, 1997 Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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READING & BATES CORPORATION
(Exact name of registrant as specified in its charter)
State of Delaware 73-0642271
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
901 Threadneedle, Suite 200, Houston Texas 77079
(Address of Principal Executive Offices) (Zip Code)
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Reading & Bates Corporation
1997 Long-Term Incentive Plan
(Full title of the plan)
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WAYNE K. HILLIN, ESQ.
Senior Vice President, General
Counsel and Secretary
Reading & Bates Corporation
901 Threadneedle, Suite 200, Houston, Texas 77079
(Name and address of agent for service)
(281) 496-5000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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| | Proposed | Proposed |
Title of | | maximum | maximum |
securities | Amount | offering | aggregate | Amount of
to be | to be | price per | offering | registration
registered | registered(1) | share(2) | price(2) | fee(2)
- ------------------------------------------------------------------------------
Common Stock | 2,500,000 shares | $28.4375 | $71,093,750 | $21,543.56
$0.05 par value | | | |
per share (3) | | | |
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(1) Pursuant to Rule 416 under the Securities Act, there are also being
registered hereunder such indeterminate number of shares of Common Stock
as may be issued pursuant to the antidilution provisions of the Plan
referred to herein.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and/or (h) under the Securities Act, based on the
average of the high and low prices of the Registrant's Common Stock on
the New York Stock Exchange on July 9, 1997.
(3) Including associated preferred stock purchase rights, which will not
be evidenced by separate certificates or traded separately prior to the
occurrence of certain triggering events.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form
S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) under the Securities Act of 1933, as amended (the "Act").
These documents and the documents incorporated by reference into this
Registration Statement, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Act. Capitalized terms
used but not defined herein shall have the same meanings ascribed to them
in the Reading & Bates Corporation 1997 Long-Term Incentive Plan (the
"Plan").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been filed by the Company with the
Commission pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and are incorporated herein by reference: (1) the
Company's Annual Report on Form 10-K for the year ended December 31,
1996; (2) the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997; (3) the description of the Common Stock contained
in the Company's Registration Statement on Form 8-A dated October 19,
1989, as amended by the Company's Post-Effective Amendment No. 2 on Form
8-A/A dated May 27, 1994, relating to the Common Stock; (4) the
description of the Company's Preferred Stock Purchase Rights contained in
the Company's Registration Statement on Form 8-A dated March 22, 1995,
relating to the Preferred Stock Purchase Rights; and (5) the Company's
Current Reports on Form 8-K dated January 7, 1997, January 21, 1997,
January 28, 1997, February 19, 1997, February 26, 1997, March 17, 1997,
March 26, 1997, April 16, 1997, April 21, 1997, May 2, 1997, May 13,
1997, May 28, 1997, June 18, 1997, June 30, 1997, July 2, 1997, July 11,
1997 and July 15, 1997.
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of this offering shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from
the date of filing such documents. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein, or in any other subsequently filed document that also
is incorporated by reference herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus. The Company will furnish, without charge, to any person to
whom a copy of this Prospectus is delivered, upon such person's written
or oral request, a copy of any and all of the information filed by the
Company that has been incorporated by reference in this Prospectus.
Requests for such copies should be directed to the Company at 901
Threadneedle, Suite 200, Houston, Texas 77079, Attention: Corporate
Secretary (telephone number: (281) 496-5000).
Item 5. Interests of Named Experts and Counsel.
Certain legal matters in connection with the Common Stock offered
hereby will be passed upon for the Company by Wayne K. Hillin, Esq.,
Senior Vice President, General Counsel and Secretary of the Company. As
of the date of this Registration Statement, Mr. Hillin was the beneficial
owner of 36,146 shares of Common Stock of the Company and holds options
to purchase an additional 100,000 shares of Common Stock of the Company.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law, inter alia,
permits a corporation generally to indemnify its present and former
directors, officers, employees and agents against expenses and
liabilities incurred by them in connection with any action, suit or
proceeding (other than an action by or in the right of the corporation)
to which they are, or are threatened to be made, a party by reason of
their serving in such positions so long as they acted in good faith and
in a manner they reasonably believed to be in, or not opposed to, the
best interests of the corporation, and, with respect to any criminal
action or proceeding, they had no reasonable cause to believe their
conduct was unlawful. With respect to actions or suits by or in the right
of the corporation, however, indemnification is generally limited to
attorneys' fees and other expenses and is not available if such person
is adjudged to be liable to the corporation unless and only to the extent
that the court determines that indemnification is appropriate. Section
145 also authorizes the corporation to purchase and maintain insurance
for such persons. The statute also expressly provides that the power to
indemnify authorized thereby is not exclusive of any rights granted
under any bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise. Article Tenth of the Company's Restated
Certificate of Incorporation as currently in effect provides that no
director of the Company shall be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty
of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director
derived an improper personal benefit. In addition, Article Tenth of the
Company's Restated Certificate of Incorporation generally provides that
each present and future director and officer of the Company, and each
present and future director and officer of any other corporation or
enterprise serving as such at the request of the Company, shall be
indemnified and held harmless by the Company to the fullest extent
authorized by the Delaware General Corporation Law against all expense
(including attorneys' fees), judgments, fines and amounts paid or to be
paid in settlement, actually and reasonably incurred or suffered by him
in connection therewith. The right to indemnification conferred by said
Article Tenth is deemed to be a contract right and includes the right to
be paid by the Company the expenses incurred in defending any such
proceeding in advance of its final disposition, subject to the
requirements of the Delaware General Corporation Law. The Company may,
by action of its Board of Directors, provide indemnification to
employees and agents of the Company with the same scope and effect as the
foregoing indemnification of directors and officers. The rights provided
under Article Tenth of the Company's Restated Certificate of
Incorporation are not exclusive of other rights to which any director or
officer may otherwise be entitled, and in the event of his death, shall
extend to his legal representatives. Article Tenth also provides that
the Company may maintain insurance, at its expense, to protect itself
and any director, officer, employee or agent of the Company or another
corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the Company
would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law. The
Company and members of its board of directors have entered into
agreements requiring the Company to indemnify such directors to the
maximum extent permitted by Delaware law and the Company's Restated
Certificate of Incorporation, to the extent such directors are not fully
protected by any directors' and officers' liability insurance maintained
by the Company, and to provide directors' and officers' liability
insurance with the broadest coverage available at reasonable cost. The
Company has an insurance policy covering liabilities not in excess of
$10,000,000 incurred by officers and directors of the Company in their
capacity as such. The Company offers no assurance that it will be able
to obtain such insurance in the future at reasonable rates.
The foregoing discussions of certain provisions of Section 145 of
the Delaware General Corporation Law, the Company's Restated Certificate
of Incorporation and the Company's insurance policy are not intended to
be exhaustive and are qualified in their entirety by reference to such
statute and such documents.
Item 8. Exhibits.
4.1 Certificate of Incorporation. (Filed as Exhibit 3.1 to
Post-Effective Amendment No. 2 to the Company's Registration Statement on
Form 8-A/A dated May 27, 1994 and incorporated herein by reference.)
4.2 Rights Agreement dated as of March 15, 1995. (Filed as Exhibit 4 to
the Company's Registration Statement on Form 8-A dated March 22, 1995 and
incorporated herein by reference.)
4.3 Bylaws. (Filed as Exhibit 3.1 to the Company's Form 8-K dated March
3, 1995 and incorporated herein by reference.)
5 Opinion of Wayne K. Hillin, Esq., Senior Vice President, Secretary
and General Counsel of the Company, as to the legality of the securities
being registered.
15 Letter of Arthur Andersen LLP re: unaudited interim financial
information.
23.1 Consent of Arthur Andersen LLP, independent public accountants.
23.2 Consent of Wayne K. Hillin, Esq. (included in Exhibit 5)
24 Powers of Attorney (included on signature page)
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the 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; and
(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.
(4) If the registrant is a foreign private issuer, to file a post-
effective amendment to the registration statement to include any
financial statements required by Rule 3-19 of Regulation S-X at the start
of any delayed offering or throughout a continuous offering.
(b) The undersigned registrant hereby 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 Exchange Act and each filing of the Plan's annual report
pursuant to section 15(d) of the Exchange Act that is incorporated by
reference in the 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.
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
in the capacities indicated, thereunto duly authorized, July 15, 1997.
READING & BATES CORPORATION
By /s/Tim W. Nagle
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Tim W. Nagle,
Executive Vice President, Finance and
Administration
(Principal Financial and Accounting Officer)
Each person whose signature appears below hereby authorizes each of
Paul B. Loyd, Jr., Tim W. Nagle and Wayne K. Hillin (the "Agents") to
file one or more amendments (including post-effective amendments) to
this registration statement, which amendments may make such changes in
the registration statement as such Agent deems appropriate and each such
person hereby appoints each such Agent as attorney-in-fact to execute in
the name and on behalf of each such person, individually and in each
capacity stated below, any such amendments to the registration
statement.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in
the capacities indicated on July 15, 1997.
Signature Title
/s/Paul B. Loyd, Jr. Chairman of the Board
- ------------------------ of Directors, President and Chief
Paul B. Loyd, Jr. Executive Officer (Principal Executive Officer)
/s/Tim W. Nagle Executive Vice President, Finance
- ------------------------ and Administration
Tim W. Nagle (Principal Financial and Accounting Officer)
/s/Arnold L. Chavkin Director
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Arnold L. Chavkin
/s/Charles A. Donabedian Director
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Charles A. Donabedian
/s/Ted Kalborg Director
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Ted Kalborg
/s/Macko A. E. Laqueur Director
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Macko A. E. Laqueur
/s/J. W. McLean Director
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J. W. McLean
/s/ Robert L. Sandmeyer Director
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Robert L. Sandmeyer
EXHIBIT 5
July 15, 1997
Reading & Bates Corporation
901 Threadneedle, Suite 200
Houston, Texas 77079
Ladies and Gentlemen:
As Senior Vice President, Secretary and General Counsel of Reading &
Bates Corporation, a Delaware corporation (the "Company"), I have
participated in the preparation of a Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, with
respect to the offering of 2,500,000 shares of its common stock, par
value $.05 per share (the "Common Stock"), to be sold pursuant to the
1997 Long-Term Incentive Plan (the "Plan").
In my capacity as general counsel of the Company, I have examined
the Restated Certificate of Incorporation and Bylaws of the Company,
each as amended and restated to date, and the originals, or copies
certified or otherwise identified to my satisfaction, of such corporate
records of the Company, certificates of public officials and of
representatives of the Company, statutes and other instruments and
documents as I have deemed relevant and necessary as the basis for the
opinions hereinafter expressed.
Based upon my examination as aforesaid, it is my opinion that:
1. The Company is a corporation duly incorporated, validly existing and
in good standing under the laws of the State of Delaware; and
2. The 2,500,000 shares of Common Stock reserved for issuance pursuant to
the Plan have been duly authorized and, when sold in connection with
awards granted pursuant to the provisions of the Plan, will be validly
issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to being named in the Registration Statement,
and the prospectus or prospectuses prepared and delivered in connection
therewith.
Very truly yours,
/s/Wayne K. Hillin
Wayne K. Hillin
Senior Vice President,
Secretary and General Counsel
EXHIBIT 15
Reading & Bates Corporation:
We are aware that Reading & Bates Corporation has incorporated by
reference in this Registration Statement its Form 10-Q for the quarter
ended March 31, 1997, which includes our report dated April 14, 1997
covering the unaudited interim financial information for the quarter
ended March 31, 1997 contained therein. Pursuant to Regulation C of the
Securities Act of 1933, that report is not considered a part of the
Registration Statement prepared or certified by our Firm or reports
prepared or certified by our Firm within the meaning of Sections 7 and 11
of the Act.
/s/Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Houston, Texas
July 14, 1997
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-8 of
our reports dated January 27, 1997 appearing on page 39 of the 1996
Annual Report to Shareholders of Reading & Bates Corporation and on page
31 of Reading & Bates Corporation's Annual Report on Form 10-K for the
year ended December 31, 1996, and to all references to our firm included
in this registration statement.
/s/Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Houston, Texas
July 14, 1997
