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
1996 Director Restricted Stock Award 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 | 54,000 shares | $28.4375 | $1,535,625 | $465.34
$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 1996 Director Restricted Stock Award 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 Executive Officer (Principal Executive
Paul B. Loyd, Jr. 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
- ------------------------
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 54,000 shares of its common stock, par value
$.05 per share (the "Common Stock"), to be sold pursuant to the 1996
Director Restricted Stock Award 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 54,000 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
