<PAGE> 1
As filed with the Securities and Exchange Commission on May 21, 1997
Registration No. 333-
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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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CLIFFS DRILLING COMPANY
(Exact Name of Registrant as specified in its charter)
Delaware 76-0248934
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1200 Smith Street, Suite 300
Houston, Texas 77002
(Address of principal executive offices)
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CLIFFS DRILLING COMPANY
1988 INCENTIVE EQUITY PLAN
(Full Title of the Plan)
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EDWARD A. GUTHRIE
Vice President -- Finance
Cliffs Drilling Company
1200 Smith Street, Suite 300
Houston, Texas 77002
(713) 651-9426
(Name, address and telephone number of agent for service)
Copy to:
W. GARNEY GRIGGS, Esq.
Griggs & Harrison, P.C.
1301 McKinney, Suite 3200
Houston, Texas 77010
(713) 651-0600
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount to Offering Price Aggregate Amount of
to be Registered be Registered Per Share (1) Offering Price (1) Registration Fee
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $0.01 160,000 shares $65.0625 $10,410,000 $3,154.55
per share
============================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and 457(h), based on the average of the high
and low prices of the Company's Common Stock on May 16, 1997, as reported
on the New York Stock Exchange.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Cliffs Drilling Company (the "Company") incorporates herein by
reference the following documents filed with the Securities and Exchange
Commission (File No. 0-16703):
(1) The Annual Report of the Company on Form 10-K for the fiscal
year ended December 31, 1996;
(2) The Quarterly Report of the Company on Form 10-Q for the
quarter ended March 31, 1997;
(3) The Proxy Statement of the Company dated April 25, 1997; and
(4) The description of the common stock, par value $0.01 per share
(the "Common Stock"), of the Company contained in the Company's Registration
Statement on Form 8-A, filed March 11, 1997.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") after the date of this Registration Statement and prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all such 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 such documents.
Any statement contained herein or in any document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified
and superseded for purposes of this Registration Statement to the extent such
statement is modified or superseded by a statement contained in any other
subsequently filed incorporated document or in any accompanying prospectus
supplement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
General
Article Ninth of the Company's Certificate of Incorporation ("Article
Ninth") requires the Company to indemnify its directors, officers and certain
other individuals to the full extent permitted by the Delaware General
Corporation Law ("Delaware GCL") or other applicable laws and allows the
Company to enter into agreements with any person to provide greater or
different indemnification than that provided in Article Ninth or the Delaware
GCL.
Article Tenth of the Company's Certificate of Incorporation ("Article
Tenth") limits the personal liability of the Company's directors to the Company
or its shareholders to the full extent permitted by the Delaware GCL, which
currently permits directors to be protected from monetary damages for breach of
their fiduciary duty of care. This limitation has no effect on claims arising
under the federal securities laws.
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Indemnification and Insurance
Under the Delaware GCL, directors and officers as well as other
employees and individuals may be indemnified against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement in connection
with specified actions, suits or proceedings, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation such as a derivative action) if 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, had
no reasonable cause to believe their conduct was unlawful. A similar standard
of care is applicable in the case of actions by or in the right of the
corporation, except that indemnification extends only to expenses (including
attorneys' fees) incurred in connection with defense or settlement of such an
action, and the Delaware GCL requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation.
Article Ninth provides that each person who is or was or had agreed to
become a director or officer of the Company, and each such person who is or was
serving or who had agreed to serve at the request of the Board of Directors or
an officer of the Company as an employee or agent of the Company, or as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise (including the heirs, executors,
administrators or estate of such person) shall be indemnified by the Company to
the full extent permitted by the Delaware GCL or any other applicable laws as
presently or hereafter in effect. Under Article Ninth, subject to the
limitations on indemnification imposed by the Delaware GCL, a large award
against an officer or director or other appropriate individual could be paid by
the Company, which could materially reduce the assets of the Company.
Article Ninth provides that, without limiting the generality or effect
of the foregoing, the Company may enter into one or more agreements with any
person which provide for indemnification greater or different than that
provided in Article Ninth. Finally, Article Ninth and Article Tenth each
provide that any repeal or modification of such article shall not adversely
affect any right or protection existing thereunder immediately prior to such
repeal or modification.
The Company has entered into agreements with each of its directors and
certain officers providing for indemnification broader than that provided by
Article Ninth. Each of the directors and certain officers are entitled to
indemnification pursuant to the indemnification agreements whether his or her
acts, failure to act, neglect or breach of duty giving rise to the right to
indemnity thereunder occurred prior or subsequent to the date of such
agreement. Such right, however, would not be available with respect to any
act, failure to act, neglect or breach of duty of a director or officer
occurring prior to the date such person became a director or officer of the
Company.
One of the purposes of entering into such indemnification agreements
was to specify the extent to which the directors and certain officers may
receive indemnification under circumstances in which indemnity would not
otherwise be provided by Article Ninth. Such agreements entitle the directors
and officers to indemnification as expressly provided by Article Ninth and to
indemnification for any amount which a director or officer is or becomes
legally obligated to pay relating to or arising out of any claim made against
such director or officer because of any act, failure to act or neglect or
breach of duty, including, without limitation, any actual or alleged error,
misstatement or misleading statement, which such director or officer commits,
suffers, permits or acquiesces in while acting in the director's or officer's
position with the Company. The right to receive payments under the
indemnification agreements in excess of those expressly provided in Article
Ninth would not be permitted, however, in connection with any claim against a
director or officer:
(i) which results in a final, nonappealable order against
the director or officer to pay a fine or similar governmental
imposition which the Company is prohibited by applicable law from
paying; or
(ii) to the extent based upon or attributable to the
director or officer gaining in fact a personal profit to which he or
she was not legally entitled, including, without limitation, profits
made from the purchase and sale of equity securities of the Company
which are recoverable by the Company pursuant to Section 16(b) of the
Exchange Act and profits arising from transactions in publicly traded
securities of the Company which were effected by the director or
officer in violation of Section 10(b) of the Exchange Act, including
Rule 10b-5 promulgated thereunder.
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Another purpose of the indemnification agreements is to provide the
directors or officers with increased assurance of indemnification by
prohibiting the Company from adopting any amendment to the Company's
Certificate of Incorporation or Bylaws which would have the effect of denying,
diminishing or encumbering their rights to indemnification pursuant thereto or
to the Delaware GCL or any other law as applied to any act or failure to act
occurring in whole or in part prior to the effective date of such amendment.
At present there is no pending litigation or proceeding involving a
director or officer of the Company in which indemnification would be required
or permitted by the indemnification agreements. The Board of Directors is not
aware of any threatened litigation or proceeding which may result in a claim
for indemnification under any such indemnification agreement.
Elimination of Liability in Certain Circumstances
Under the Delaware GCL, Article Tenth protects the Company's directors
against monetary damages for breaches of their duty of care, except as set
forth below. The inclusion of Article Tenth in the Company's Certificate of
Incorporation means that the Company and its shareholders forego the ability to
bring a cause of action against a director for monetary damages for certain
breaches of fiduciary duty, including actions in connection with proposals for
the acquisition of control of the Company. Directors remain liable for
breaches of their duty of loyalty to the Company and its shareholders, as well
as acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law and transactions from which a director derives
improper personal benefit. Also, Article Tenth does not eliminate director
liability under Section 174 of the Delaware GCL, which makes directors
personally liable for unlawful dividends or unlawful stock repurchases or
redemptions and expressly sets forth a negligence standard with respect to such
liability.
Although Article Tenth provides directors with protection from awards
of monetary damages for breaches of the duty of care, it does not eliminate the
directors' duty of care. Accordingly, Article Tenth has no effect on the
availability of equitable remedies such as an injunction or rescission based
upon a director's breach of the duty of care. The provisions of Article Tenth
which eliminate liability as described above applies to officers of the Company
only if they are directors of the Company and are acting in their capacity as
directors, and does not apply to officers of the Company who are not directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following instruments and documents are included as Exhibits to
this Registration Statement. Exhibits incorporated by reference are so
indicated by parenthetical information.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------ -------
<S> <C>
4.1 - Certificate of Incorporation of the Company, as amended (Incorporated by reference to Exhibit 3.1 to
the Company's Registration Statement on Form S-1, No. 33-23508)
4.2 - Bylaws of the Company (Incorporated by reference to Exhibit 3.2 to the Company's Registration Statement
on Form S-1, No. 33-23508)
4.3 - Cliffs Drilling Company 1988 Incentive Equity Plan (incorporated by reference to Exhibit 10.8 to the
Company's Registration Statement on Form S-1, No. 33-23508)
4.3.1 - Amendment No. 1 to the Cliffs Drilling Company 1988 Incentive Equity Plan (incorporated by reference to
Exhibit 10.7.1 to the Company's Form 10-K for the fiscal year ended December 31, 1993)
</TABLE>
4
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<TABLE>
<S> <C>
4.3.2 - Amendment No. 2 to the Cliffs Drilling Company 1988 Incentive Equity Plan (incorporated by reference to
Exhibit 10.7.2 to the Company's Form 10-K for the fiscal year ended December 31, 1993)
4.3.3 - Amendment No. 3 to the Cliffs Drilling Company 1988 Incentive Equity Plan (incorporated by reference to
Exhibit 10.7.3 to the Company's Form 10-K for the fiscal year ended December 31, 1996)
*5.1 - Opinion of Griggs & Harrison, P.C.
*23.1 - Consent of Ernst & Young LLP
23.2 - Consent of Griggs & Harrison, P.C. (included in Exhibit 5.1)
*23.3 - Consent of Huddleston & Co., Inc.
</TABLE>
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*Filed herewith
ITEM 9. UNDERTAKINGS
(a) The Company hereby undertakes:
(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, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the 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 the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective Registration
Statement.
(iii) 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;
provided, however, that paragraphs (i) and (ii) above 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 Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
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(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the provisions described under Item 6 above, or
otherwise, the Company has been advised that, in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company 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
Securities 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, Cliffs Drilling
Company 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 or Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on May 21, 1997.
CLIFFS DRILLING COMPANY
By: /s/ Douglas E. Swanson
------------------------------------------
Douglas E. Swanson
Chairman of the Board, President
(Principal Executive Officer), and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or Amendment has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Douglas E. Swanson Chairman of the Board, President May 21, 1997
--------------------------------- (Principal Executive Officer),
(Douglas E. Swanson) and Director
/s/ M. M. Cone Director May 21, 1997
---------------------------------
(M.M. Cone)
/s/ H. Robert Hirsch Director May 21, 1997
---------------------------------
(H. Robert Hirsch)
/s/ Donald W. Keller Director May 21, 1997
---------------------------------
(Donald W. Keller)
/s/ Robert M. McInnes Director May 21, 1997
---------------------------------
(Robert M. McInnes)
/s/ Joseph E. Reid Director May 21, 1997
---------------------------------
(Joseph E. Reid)
/s/ John D. Weil Director May 21, 1997
---------------------------------
(John D. Weil)
/s/ Edward A. Guthrie Vice President - Finance May 21, 1997
-------------------------------- (Principal Financial Officer)
(Edward A. Guthrie)
/s/ Cindy B. Taylor Vice President - Controller May 21, 1997
--------------------------------- (Principal Accounting Officer)
(Cindy B. Taylor)
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER NUMBERED PAGE
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<S> <C>
4.1 - Certificate of Incorporation of the Company, as amended (Incorporated by
reference to Exhibit 3.1 to the Company's Registration Statement on Form
S-1, No. 33-23508)
4.2 - Bylaws of the Company (Incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement on Form S-1, No. 33-23508)
4.3 - Cliffs Drilling Company 1988 Incentive Equity Plan (incorporated by reference
to Exhibit 10.8 to the Company's Registration Statement on Form S-1,
No. 33-23508)
4.3.1 - Amendment No. 1 to the Cliffs Drilling Company 1988 Incentive Equity Plan
(incorporated by reference to Exhibit 10.7.1 to the Company's Form 10-K for the fiscal year
ended December 31, 1993)
4.3.2 - Amendment No. 2 to the Cliffs Drilling Company 1988 Incentive Equity
Plan (incorporated by reference to Exhibit 10.7.2 to the Company's Form 10-K for the fiscal
year ended December 31, 1993)
4.3.3 - Amendment No. 3 to the Cliffs Drilling Company 1988 Incentive Equity Plan
(incorporated by reference to Exhibit 10.7.3 to the Company's Form 10-K for the fiscal year
ended December 31, 1996)
*5.1 - Opinion of Griggs & Harrison, P.C.
*23.1 - Consent of Ernst & Young LLP
23.2 - Consent of Griggs & Harrison, P.C. (included in Exhibit 5.1)
*23.3 - Consent of Huddleston & Co., Inc.
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</TABLE>
*Filed herewith
8
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EXHIBIT 5.1
GRIGGS & HARRISON, P.C.
1301 McKinney, Suite 3200
Houston, Texas 77010-3033
Telephone ---- (713) 651-0600
Facsimile ---- (713) 651-1944
May 21, 1997
Cliffs Drilling Company
1200 Smith Street, Suite 300
Houston, Texas 77002
Re: 1988 Incentive Equity Plan
Gentlemen:
We have acted as counsel for Cliffs Drilling Company, a Delaware
corporation (the "Company"), in connection with the Company's 1988 Incentive
Equity Plan, as amended (the "Plan"). We have examined such documents, records
and matters of law as we have deemed necessary for purposes of this opinion,
and based thereupon, we are of the opinion that the shares of the Company's
Common Stock, par value $.01 per share, when issued pursuant to the Plan in
accordance with the terms and provisions thereof, will be duly authorized,
validly issued, fully-paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Form S-8 Registration Statement filed by the Company to effect registration of
the shares issued pursuant to the Plan under the Securities Act of 1933.
Very truly yours,
GRIGGS & HARRISON, P.C.
/s/ Griggs & Harrison, P.C.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the 1988 Incentive Equity Plan of Cliffs
Drilling Company of our report dated February 21, 1997, with respect to the
consolidated financial statements and schedules of Cliffs Drilling Company
included in its Annual Report (Form 10-K) for the year ended December 31, 1996,
filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
/s/ Ernst & Young LLP
Houston, Texas
May 20, 1997
<PAGE> 1
EXHIBIT 23.3
CONSENT OF HUDDLESTON & CO, INC.
We hereby consent to the use in the Registration Statement on Form S-8
dated May 21, 1997 and the related Prospectus pertaining to the 1988 Incentive
Equity Plan of Cliffs Drilling Company, and to the incorporation by reference
therein, of excerpts and estimates from our report dated January 1, 1997, with
respect to Cliffs Oil and Gas Company included in Cliffs Drilling Company's
Annual Report on Form 10-K for the year ended December 31, 1996, filed with the
Securities and Exchange Commission.
HUDDLESTON & CO., INC.
By: /s/ Peter D. Huddleston
----------------------------------
Peter D. Huddleston
President
Houston, Texas
May 19, 1997
