<PAGE> 1
As filed with the Securities and Exchange Commission on August 17, 1995
REGISTRATION NO. 33-________________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
MARINE DRILLING COMPANIES, INC.
(Exact name of registrant as specified in its charter)
TEXAS 74-2558926
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
ONE SUGAR CREEK CENTER BLVD., SUITE 600
SUGAR LAND, TEXAS 77478-3556
(713) 243-3000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
--------------------
MARINE DRILLING COMPANIES, INC. 1995
NON-EMPLOYEE DIRECTORS' PLAN
(Full title of the plan)
WILLIAM H. FLORES
ONE SUGAR CREEK CENTER BLVD., SUITE 600
SUGAR LAND, TEXAS 77478-3556
(713) 243-3000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------
Copy to: SCOTT N. WULFE
VINSON & ELKINS L.L.P.
2500 FIRST CITY TOWER
HOUSTON, TEXAS 77002-6760
--------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE* OFFERING PRICE* FEE
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 350,000 $3.56 $1,246,000.00 $429.66
============================================================================================================
</TABLE>
* Estimated, solely for purposes of calculating the registration fee, in
accordance with Rule 457(h) based upon the average of the high and low prices
reported on the Nasdaq Stock Market on August 8, 1995
Exhibit Index begins on page 6.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents which have been filed with the Securities and
Exchange Commission (the "Commission") by Marine Drilling Companies, Inc., a
Texas corporation, (the "Company"), are incorporated hereby by reference and
made a part hereof:
(a) Annual Report on Form 10-K for the fiscal year ended December
31, 1994.
(b) Current Report on Form 8-K dated February 23, 1995.
(c) Current Report on Form 8-K dated June 29, 1995.
(d) Quarterly Report on Form 10-Q for the quarter ended March 31,
1995.
(e) Description of the Common Stock contained in the Registration
Statement on Form 8-B filed pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act") on February 14, 1990, as amended by Form 8 filed
pursuant to the Exchange Act on November 9, 1992.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the effective date of this
Registration Statement, prior to the filing of a post-effective amendment to
the Registration Statement indicating that all securities offered hereby have
been sold or deregistering all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of 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 or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
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<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 2.02-1 of the Texas Business Corporation Act provides that any
director or officer of a Texas corporation may be indemnified against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by him in connection with or in defending any action, suit or
proceeding in which he is a party by reason of his position. A director or
officer may be indemnified only if it is determined that the person (a)
conducted himself in good faith; (b) reasonably believed (i) in the case of
conduct in his official capacity, that his conduct was in the corporation's
best interests; and (ii) in all other cases, that his conduct was at least not
opposed to the corporation's best interests; and (c) in the case of any
criminal proceeding, had no reasonable cause to believe his conduct was
unlawful. If a director or officer is wholly successful, on the merits or
otherwise, in connection with such a proceeding, such indemnification is
mandatory.
The Company's Restated Articles of Incorporation contain provisions
eliminating or limiting liabilities of directors for breaches of their duty of
care. The Company's Bylaws provide for indemnification of officers and
directors of the Company and persons serving at the request of the Company in
such capacities for other business organizations against certain losses, costs,
liabilities and expenses incurred by reason of their positions with the Company
or such other business organizations. The Company may have, from time to time,
policies insuring its officers and directors against certain liabilities for
actions taken in such capacities, including liabilities under the Securities
Act.
As representatives of Warburg, Pincus Capital Company, L.P.
("Warburg") to the Registrant's Board of Directors, Messrs. Newman and
Libowitz are indemnified by Warburg against certain liabilities Messrs. Newman
and Libowitz may incur as a result of their serving as directors of the
Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
* 4.1 Marine Drilling Companies, Inc. 1995 Non-Employee Directors' Plan.
* 4.2 Form of Nonstatutory Stock Option Agreement.
4.3 Restated Articles of Incorporation of Marine Drilling Companies, Inc.
(Incorporated by reference to Exhibit 28.17 to the Current Report on
Form 8-K of the Registrant dated October 30, 1992.)
4.4 Amended and Restated Bylaws of Marine Drilling Companies, Inc.
(Incorporated by reference to Exhibit 28.18 to the Current Report on
Form 8-K of the Registrant dated October 30, 1992.)
* 5.1 Opinion of Vinson & Elkins L.L.P. as to the legality of the securities
being registered.
* 23.1 Consent of Independent Certified Public Accountants.
23.2 Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1*).
* 24.1 Powers of attorney.
--------------------
* Filed herewith.
-3-
<PAGE> 4
ITEM 9. UNDERTAKINGS.
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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act, unless such information required to be
included in such post-effective amendment is contained in periodic
reports filed by the Registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in this Registration
Statement;
(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, unless such information is
contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference in this 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;
(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.
(4) That, for the purpose 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 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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.
(5) 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 Securities 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 a 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 a final adjudication of such issue.
-4-
<PAGE> 5
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
AMENDED, 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 THIS 16TH DAY OF AUGUST 1995.
MARINE DRILLING COMPANIES, INC.
By William O. Keyes
-----------------------------------
William O. Keyes
President
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
AMENDED, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING
PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
William O. Keyes Chairman of the Board, President August 16, 1995
-------------------------------- and Chief Executive Officer
William O. Keyes (Principal Executive Officer)
William H. Flores Senior Vice President, Chief August 16, 1995
-------------------------------- Financial Officer and Director
William H. Flores (Principal Financial Officer)
Joan R. Smith Vice President, Controller August 16, 1995
-------------------------------- and Secretary
Joan R. Smith (Principal Accounting Officer)
Robert L. Barbanell* Director August 16, 1995
--------------------------------
Robert L. Barbanell
David A. B. Brown* Director August 16, 1995
--------------------------------
David A. B. Brown
Howard I. Bull* Director August 16, 1995
--------------------------------
Howard I. Bull
Nathaniel A. Gregory* Director August 16, 1995
--------------------------------
Nathaniel A. Gregory
David E. Libowitz* Director August 16, 1995
--------------------------------
David E. Libowitz
Christopher M. Linneman* Director August 16, 1995
--------------------------------
Christopher M. Linneman
Howard H. Newman* Director August 16, 1995
--------------------------------
Howard H. Newman
* By William H. Flores
----------------------------
William H. Flores
Attorney-in-Fact
Date: August 16, 1995
</TABLE>
-5-
<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBITS
------- --------
<S> <C>
4.1 Marine Drilling Companies, Inc. 1995 Non-Employee
Directors' Plan.
4.2 Form of Nonstatutory Stock Option Agreement.
5.1 Opinion of Vinson & Elkins L.L.P. as to the legality of the
securities being registered.
23.1 Consent of Independent Certified Public Accountants.
23.2 Consent of Vinson & Elkins L.L.P. (contained in
Exhibit 5.1 above).
24.1 Powers of attorney.
</TABLE>
<PAGE> 1
EXHIBIT 4.1
MARINE DRILLING COMPANIES, INC.
1995 NON-EMPLOYEE DIRECTORS' PLAN
I. PURPOSE OF THE PLAN
The MARINE DRILLING COMPANIES, INC. NON-EMPLOYEE DIRECTORS' PLAN (the
"Plan") is intended to promote the interests of Marine Drilling Companies,
Inc., a Texas corporation (the "Company"), and its shareholders by helping to
award and retain highly-qualified independent directors, and allowing them to
develop a sense of proprietorship and personal involvement in the development
and financial success of the Company. Accordingly, the Company wishes to grant
to directors of the Company who are not employees of the Company or any of its
subsidiaries ("Non-Employee Directors") certain options (each, an "Option") to
purchase shares of the common stock, par value $.01 per share, of the Company
("Stock"), and further to provide for the grant to Non-Employee Directors of
certain shares of Stock (a "Stock Award"), in each case on the terms and
conditions hereinafter set forth. Options granted under the Plan shall be
options that do not constitute incentive stock options, within the meaning of
section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code").
II. OPTION AGREEMENTS
Each Option shall be evidenced by a written agreement in the form
attached to the Plan.
III. GRANTS OF OPTIONS AND STOCK AWARDS
Options and Stock Awards may be granted only to individuals who are
Non-Employee Directors of the Company. Subject to approval of the Plan by the
Company's shareholders as provided in Paragraph VI, each Non-Employee Director
who serves in such capacity on the date on which the Plan is adopted by the
Board of Directors shall receive, as of such date and without the exercise of
the discretion of any person or persons, an Option exercisable for 10,000
shares of Stock. Each Non-Employee Director who is elected or appointed to the
Board of Directors of the Company (the "Board") for the first time after the
effective date of the Plan shall receive, as of the date of his or her election
or appointment and without the exercise of the discretion of any person or
persons, an Option exercisable for 10,000 shares of Stock (subject to
adjustment in the same manner as provided in Paragraph VII with respect to
shares of Stock subject to Options then outstanding). Commencing with the
Company's annual meeting of shareholders in 1996, as of the date of the annual
meeting of the shareholders of the Company in each year that the Plan is in
effect as provided in Paragraph VI hereof, each Non-Employee Director who is in
office immediately after such meeting and who is not then entitled to receive
an Option pursuant to the preceding provisions of this Paragraph III shall
receive, without the exercise of the discretion of any person or persons, an
Option exercisable for 2,500 shares of Stock (subject to adjustment in the same
manner as provided in Paragraph VII with respect to shares of Stock subject to
Options then outstanding).
<PAGE> 2
As of the date of the annual meeting of the shareholders of the Company
in each year that the Plan is in effect as provided in Paragraph VI hereof, each
Non-Employee Director who is in office immediately after such meeting shall
receive, without the exercise of the discretion of any person or persons, a
Stock Award of the number of shares of Stock having an aggregate fair market
value (determined in accordance with Paragraph V) of $6,000 (rounded up to the
nearest whole share). As of the date of the six month anniversary of each such
annual meeting of the shareholders of the Company if the Plan is then in effect
as provided in Paragraph VI hereof, each Non-Employee Director who is then in
office shall receive, without the exercise of the discretion of any person or
persons, a Stock Award of the number of shares of Stock having an aggregate fair
market value (determined in accordance with Paragraph V) of $6,000 (rounded up
to the nearest whole share).
If, as of any date that the Plan is in effect, there are not sufficient
shares of Stock available under the Plan to allow for the grant to each
Non-Employee Director of an Option or Stock Award for the number of shares
provided herein, the Plan shall terminate as provided in Paragraph VI hereof.
The exercise price for each share of Stock subject to an Option shall
be equal to the fair market value (determined in accordance with Paragraph V) of
the Stock on the date the Option is granted. All Options granted under the Plan
shall be subject to adjustment as provided in Paragraph VII hereof.
IV. SHARES SUBJECT TO THE PLAN
The aggregate number of shares which may be issued as Stock Awards or
pursuant to Options granted under the Plan shall not exceed 350,000 shares of
Stock. Such shares may consist of authorized but unissued shares of Stock or
previously issued shares of Stock reacquired by the Company. Any of such
shares that remain unissued and that are not subject to outstanding Options at
the termination of the Plan shall cease to be subject to the Plan, but, until
termination of the Plan, the Company shall at all times make available a
sufficient number of shares to meet the requirements of the Plan. Should any
Option hereunder expire or terminate prior to its exercise in full, the shares
theretofore subject to such Option may again be subject to an Option or Stock
Award granted under the Plan. The aggregate number of shares of Stock which
may be issued under the Plan shall be subject to adjustment in the same manner
as provided in Paragraph VII hereof with respect to shares of Stock subject to
Options then outstanding.
V. DETERMINATION OF FAIR MARKET VALUE
For all purposes under the Plan, the fair market value of a share of
Stock on any date shall mean the final closing sales price per share of Stock
on such date, or, if no prices are reported on such date, on the last preceding
date on which prices are so reported. The closing sales price for each such
trading day shall be the last sales price, regular way, or in the case no such
sale takes place on such day, the average of the closing bid and asked prices,
regular way, in either case, as reported in the principal consolidated
transaction reporting system with respect to securities listed or admitted to
trading on the New York Stock Exchange, or, if the Stock is not listed or
admitted to trading on the New York Stock Exchange, as reported in the
principal consolidated transaction reporting system with respect to securities
listed on the principal national securities exchange on
2
<PAGE> 3
which the Stock is listed or admitted to trading or, if the Stock is not listed
or admitted to trading on a national securities exchange, the last quoted sales
price or, if not so quoted, the average of the high bid and low asked prices in
the over-the-counter market, as reported by the National Association of
Securities Dealers, Inc. automated quotations system. If the Stock is not
publicly held or so listed or publicly traded, fair market value shall be the
fair market value per share as determined in good faith by the Board.
VI. TERM OF PLAN
The Plan shall be effective on the date the Plan is approved by the
shareholders of the Company, notwithstanding any grants of Options that may be
made prior to and subject to such approval. Except with respect to Options
then outstanding, if not sooner terminated under the provisions of Paragraph
VIII, the Plan shall terminate upon and no further Options or Stock Awards
shall be granted as of the date that the remaining number of shares of Stock
which may be issued under the Plan pursuant to Paragraph IV is not sufficient
to cover the Options or Stock Awards required to be granted under Paragraph
III.
VII. RECAPITALIZATION OR REORGANIZATION
(a) The existence of the Plan and the Options granted hereunder
shall not affect in any way the right or power of the Board or the shareholders
of the Company to make or authorize any adjustment, recapitalization,
reorganization or other change in the Company's capital structure or its
business, any merger or consolidation of the Company, any issue of debt or
equity securities, the dissolution or liquidation of the Company or any sale,
lease, exchange or other disposition of all or any part of its assets or
business or any other corporate act or proceeding.
(b) The shares with respect to which Options may be granted are
shares of Stock as presently constituted, but if, and whenever, prior to the
expiration of an Option theretofore granted, the Company shall effect a
subdivision or consolidation of shares of Stock or the payment of a stock
dividend on Stock without receipt of consideration by the Company, the number
of shares of Stock with respect to which such Option may thereafter be
exercised (i) in the event of an increase in the number of outstanding shares
shall be proportionately increased, and the purchase price per share shall be
proportionately reduced, and (ii) in the event of a reduction in the number of
outstanding shares shall be proportionately reduced, and the purchase price per
share shall be proportionately increased.
(c) If the Company recapitalizes or otherwise changes its capital
structure, thereafter upon any exercise of an Option theretofore granted the
optionee shall be entitled to purchase under such Option, in lieu of the number
and class of shares of Stock then covered by such Option, the number and class
of shares of stock and securities to which the optionee would have been
entitled pursuant to the terms of the recapitalization if, immediately prior to
such recapitalization, the optionee had been the holder of record of the number
of shares of Stock then covered by such Option. If (i) the Company shall be
party to a merger or consolidation in which (A) the Company is not the
surviving entity, or (B) the Company survives only as a subsidiary of an entity
other than a previously wholly-owned subsidiary of the Company, or (C) the
Company survives but the Stock is exchanged or converted into any securities or
property, (ii) the Company sells, leases or exchanges or agrees to
3
<PAGE> 4
sell, lease or exchange all or substantially all of its assets to any person or
entity (other than a wholly-owned subsidiary of the Company) or (iii) the
Company is to be dissolved and liquidated (each such event is referred to
herein as a "Corporate Change"), then effective as of the earlier of (1) the
date of approval by the shareholders of the Company of such Corporate Change or
(2) the date of such Corporate Change, (A) in the event of any such merger or
consolidation and upon any exercise of any outstanding Option, the optionee
shall be entitled to purchase, in lieu of the number of shares of Stock as to
which such Option shall then be exercisable, the number and class of shares of
stock or other securities or property to which the optionee would have been
entitled pursuant to the terms of the agreement of merger or consolidation if,
immediately prior to such merger or consolidation the optionee had been the
holder of record of the number of shares of Stock as to which such Option is
then exercisable, and (B) in the event of any such sale, lease or exchange of
assets or dissolution, all outstanding Options shall be fully vested and each
optionee shall surrender his or her Options to the Company and the Company
shall cancel such Options and pay to each optionee an amount of cash per share
equal to the excess of the per share price offered to shareholders of the
Company in any such sale, lease or exchange of assets or dissolution
transaction for the shares subject to such Options over the exercise price(s)
under such Options for such shares.
(d) Any adjustment provided for in Subparagraphs (b) or (c) above
shall be subject to any required shareholder action.
(e) Except as hereinbefore expressly provided, the issuance by the
Company of shares of stock of any class or securities convertible into shares
of stock of any class, for cash, property, labor or services, upon direct sale,
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, and in any case whether or not for fair value, shall not
affect, and no adjustment by reason thereof shall be made with respect to, the
number of shares of Stock subject to Options theretofore granted or the
purchase price per share.
VIII. AMENDMENT OR TERMINATION OF THE PLAN
The Board in its discretion may terminate the Plan at any time with
respect to any shares for which Stock Awards or Options have not theretofore
been granted. The Board shall have the right to alter or amend the Plan or any
part thereof from time to time; provided, that the Plan shall not be amended
more than once every six months, other than to comport with changes in the
Code, the Employee Retirement Income Security Act of 1974, as amended, or the
rules thereunder; and provided, further, that no change in any Option
theretofore granted may be made which would impair the rights of the optionee
without the consent of such optionee; and provided, further, that the Board may
not make any alteration or amendment which would materially increase the
benefits accruing to participants under the Plan, increase the aggregate number
of shares which may be issued pursuant to the provisions of the Plan, increase
the number of shares subject to each Option or Stock Award, change the schedule
of the grants, extend the term of the Options, change the class of individuals
eligible to receive Options or Stock Awards under the Plan or extend the term
of the Plan, without the approval of the shareholders of the Company.
4
<PAGE> 5
IX. SECURITIES LAWS
(a) The Company shall not be obligated to issue any Stock pursuant
to any Option or Stock Award granted under the Plan at any time when the
offering of the shares covered by such Option or Stock Award have not been
registered under the Securities Act of 1933, as amended, and such other state
and federal laws, rules or regulations as the Company deems applicable and, in
the opinion of legal counsel for the Company, there is no exemption from the
registration requirements of such laws, rules or regulations available for the
offering and sale of such shares.
(b) It is intended that the Plan and any grant of an Option or
Stock Award made to a person subject to Section 16 of the Securities Exchange
Act of 1934, as amended (the "1934 Act") meet all of the requirements of Rule
16b- 3, as currently in effect or as hereinafter modified or amended ("Rule
16b-3"), promulgated under the 1934 Act. If any provision of the Plan or any
such Option or Stock Award would disqualify the Plan or such Option or Stock
Award under, or would otherwise not comply with, Rule 16b-3, such provision or
Option or Stock Award shall be construed or deemed amended to conform to Rule
16b-3.
X. WITHHOLDING
The Company shall have the right to withhold from any Stock issuance
under the Plan or to collect as a condition of such issuance, any taxes required
by law to be withheld.
5
<PAGE> 1
EXHIBIT 4.2
[ FORM OF ]
NON-EMPLOYEE DIRECTOR'S
STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of the _________ day of _________________
19______, subject to approval by the Company's shareholders, between MARINE
DRILLING COMPANIES, INC., a Texas corporation (the "Company") and
________________________________ ("Director").
To carry out the purposes of the MARINE DRILLING COMPANIES, INC. 1995
NON-EMPLOYEE DIRECTORS' PLAN (the "Plan"), a copy of which is attached hereto as
Exhibit A, by affording Director the opportunity to purchase shares of common
stock of the Company ("Stock"), and in consideration of the mutual agreements
and other matters set forth herein and in the Plan, the Company and Director
hereby agree as follows:
1. GRANT OF OPTION. The Company hereby irrevocably grants to
Director the right and option ("Option") to purchase all or any part of an
aggregate of ___________ shares of Stock, on the terms and conditions set forth
herein and in the Plan, which Plan is incorporated herein by reference as a
part of this Agreement. This Option shall not be treated as an incentive stock
option within the meaning of section 422(b) of the Internal Revenue Code of
1986, as amended.
2. PURCHASE PRICE. The purchase price of Stock purchased
pursuant to the exercise of this Option shall be $___________ per share, which
has been determined to be not less than the fair market value of the Stock on
the date of grant of this Option. For all purposes of this Agreement, fair
market value of Stock shall be determined in accordance with the provisions of
the Plan.
3. EXERCISE OF OPTION. This Option may be exercised by written
notice to the Company at its principal executive office addressed to the
attention of its President at any time and from time to time following the
expiration of one year after the date of grant hereof, except as otherwise set
forth below.
This Option is not transferable by Director otherwise than by will or
the laws of descent and distribution, and may be exercised only by Director (or
Director's guardian or legal representative) during Director's lifetime. If
Director's membership on the Board of Directors of the Company (the "Board")
terminates, this Option may be exercised as follows:
(a) If Director's membership on the Board terminates as a
result of the removal of the Director for cause, this Option may not
be exercised by Director at any time after such termination. For
purposes of this Agreement, "cause" shall mean Director's gross
negligence or willful misconduct in performance of his duties as a
director, or Director's final conviction of a felony or of a
misdemeanor involving moral turpitude.
<PAGE> 2
(b) If Director's membership on the Board terminates as a
result of a voluntary resignation by Director, this Option may be
exercised by Director at any time during the period of three months
following such termination, or by Director's estate (or the person who
acquires this Option by will or the laws of descent and distribution
or otherwise by reason of the death of Director) during a period of
one year following Director's death if Director dies during such
three-month period, but only as to the number of shares Director was
entitled to purchase hereunder upon exercise of this Option as of the
date Director's membership on the Board so terminates.
(c) If Director's membership on the Board terminates by
reason of disability, this Option may be exercised in full by Director
(or Director's guardian or legal representative or Director's estate
or the person who acquires this Option by will or the laws of descent
and distribution or otherwise by reason of the death of Director) at
any time during the period of one year following such termination.
(d) If Director dies while a member of the Board,
Director's estate, or the person who acquires this Option by will or
the laws of descent and distribution or otherwise by reason of the
death of Director, may exercise this Option in full at any time during
the period of one year following the date of Director's death.
(e) If Director's membership on the Board terminates for
any reason other than as described in (a), (b), (c) or (d) above, this
Option may be exercised in full by Director at any time during the
period of three months following such termination, or by Director's
estate (or the person who acquires this Option by will or the laws of
descent and distribution or otherwise by reason of the death of
Director) during a period of one year following Director's death if
Director dies during such three-month period.
Notwithstanding any of the foregoing, this Option shall not be
exercisable in any event after the expiration of ten years from the date of
grant hereof.
The purchase price of shares as to which this Option is exercised
shall be paid in full at the time of exercise (A) in cash (including check,
bank draft or money order payable to the order of the Company), (B) by
delivering to the Company shares of Stock having a fair market value equal to
the purchase price, or (C) any combination of cash or Stock. No fraction of a
share of Stock shall be issued by the Company upon exercise of an Option or
accepted by the Company in payment of the purchase price thereof.
-2-
<PAGE> 3
4. WITHHOLDING OF TAX. To the extent that the exercise of this
Option or the disposition of shares of Stock acquired by exercise of this
Option results in compensation income to Director for federal or state income
tax purposes, Director shall deliver to the Company at the time of such
exercise or disposition such amount of money or shares of Stock as the Company
may require to meet its obligation under applicable tax laws or regulations,
and, if Director fails to do so, the Company is authorized to withhold from any
cash or Stock remuneration then or thereafter payable to Director any tax
required to be withheld by reason of such resulting compensation income. Upon
an exercise of this Option, the Company is further authorized in its discretion
to satisfy any such withholding requirement out of any cash or shares of Stock
distributable to Director upon such exercise.
5. STATUS OF STOCK. The Company intends to register for
issuance under the Securities Act of 1933, as amended (the "Act"), the shares of
Stock acquirable upon exercise of this Option, and to keep such registration
effective throughout the period this Option is exercisable. In the absence of
such effective registration or an available exemption from registration under
the Act, issuance of shares of Stock acquirable upon exercise of this Option
will be delayed until registration of such shares is effective or an exemption
from registration under the Act is available. The Company intends to use all
reasonable efforts to ensure that no such delay will occur. In the event
exemption from registration under the Act is available upon an exercise of this
Option, Director (or the person permitted to exercise this Option in the event
of Director's death or incapacity), if requested by the Company to do so, will
execute and deliver to the Company in writing an agreement containing such
provisions as the Company may require to assure compliance with applicable
securities laws.
Director agrees that the shares of Stock which Director may acquire by
exercising this Option will not be sold or otherwise disposed of in any manner
which would constitute a violation of any applicable federal or state
securities laws. Director also agrees (i) that the certificates representing
the shares of Stock purchased under this Option may bear such legend or legends
as the Company deems appropriate in order to assure compliance with applicable
securities laws, (ii) that the Company may refuse to register the transfer of
the shares of Stock purchased under this Option on the stock transfer records
of the Company if such proposed transfer would in the opinion of counsel
satisfactory to the Company constitute a violation of any applicable securities
law and (iii) that the Company may give related instructions to its transfer
agent, if any, to stop registration of the transfer of the shares of Stock
purchased under this Option.
6. BINDING EFFECT. This Agreement shall be binding upon and
inure to the benefit of any successors to the Company and all persons lawfully
claiming under Director.
7. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
-3-
<PAGE> 4
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed by its officer thereunto duly authorized, and Director has executed
this Agreement, all as of the day and year first above written.
MARINE DRILLING COMPANIES, INC.
By:
-----------------------------------
William O. Keyes
President
---------------------------------------
Director
-4-
<PAGE> 1
EXHIBIT 5.1
[VINSON & ELKINS LETTERHEAD]
(713) 758-2222 (713) 758-2346
August 14, 1995
Marine Drilling Companies, Inc.
One Sugar Creek Center Blvd., Suite 600
Sugar Land, Texas 77478-3556
Ladies and Gentlemen:
We have acted as counsel to Marine Drilling Companies, Inc., a Texas
corporation (the "Company"), in connection with the preparation of the
Company's Registration Statement on Form S-8 (the "Registration Statement")
relating to the proposed offer and sale by the Company of up to an aggregate of
350,000 shares of the Company's common stock, par value $.01 per share ("the
"Shares"), pursuant to the Marine Drilling Companies, Inc. 1995 Non-Employee
Directors' Plan (the "Plan"). In such connection, we are passing on certain
legal matters in connection with the registration of the issuance of the Shares
under the Securities Act of 1933, as amended (the "Act"). At your request,
this opinion is being furnished to you for filing an exhibit to the
Registration Statement.
In connection with rendering this opinion, we have examined such
certificates, instruments and documents and reviewed such questions of law as
we have considered necessary or appropriate for the purposes of this opinion.
In addition, we have relied as to factual matters on certificates of certain
public officials and officers of the Company.
Based upon the foregoing examination and review, we are of the opinion
that the Shares have been duly authorized for issuance and, when the
Registration Statement has been declared effective under the Act and the
Shares are issued in accordance with the provisions of the Plan, such Shares
will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, however, we do not hereby
admit that we are within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933 and the rules and regulations of
the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Vinson & Elkins L.L.P.
VINSON & ELKINS L.L.P.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Marine Drilling Companies, Inc.:
We consent to the use of our reports incorporated herein by reference,
in this Registration Statement on Form S-8.
KPMG PEAT MARWICK LLP
Houston, Texas
August 16, 1995
<PAGE> 1
EXHIBIT 24.1
MARINE DRILLING COMPANIES, INC.
POWER OF ATTORNEY
WHEREAS, Marine Drilling Companies, Inc., a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
registration statement on Form S-8, with such amendment or amendments thereto
in each case as may be necessary or appropriate, together with any and all
exhibits and other documents having relation to said registration statement;
NOW, THEREFORE, the undersigned in his capacity as a director of the
Company, does hereby appoint William H. Flores, his true and lawful attorney
with power to act with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as Director the
registration statement referred to above, together with any and all amendments
thereto as said attorney shall deem necessary or incidental in connection
therewith, and to file the same with the Commission. Such attorney shall have
full power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities every act whatsoever necessary or
desirable to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts of such attorney.
IN WITNESS WHEREOF, the undersigned has executed this instrument as
of this 8th day of August 1995.
/s/ Robert L. Barbanell
-----------------------------------
Robert L. Barbanell
<PAGE> 2
EXHIBIT 24.1
MARINE DRILLING COMPANIES, INC.
POWER OF ATTORNEY
WHEREAS, Marine Drilling Companies, Inc., a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
registration statement on Form S-8, with such amendment or amendments thereto
in each case as may be necessary or appropriate, together with any and all
exhibits and other documents having relation to said registration statement;
NOW, THEREFORE, the undersigned in his capacity as a director of the
Company, does hereby appoint William H. Flores, his true and lawful attorney
with power to act with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as Director the
registration statement referred to above, together with any and all amendments
thereto as said attorney shall deem necessary or incidental in connection
therewith, and to file the same with the Commission. Such attorney shall have
full power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities every act whatsoever necessary or
desirable to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts of such attorney.
IN WITNESS WHEREOF, the undersigned has executed this instrument as
of this 8th day of August 1995.
/s/ David A. B. Brown
-----------------------------------
David A. B. Brown
<PAGE> 3
EXHIBIT 24.1
MARINE DRILLING COMPANIES, INC.
POWER OF ATTORNEY
WHEREAS, Marine Drilling Companies, Inc., a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
registration statement on Form S-8, with such amendment or amendments thereto
in each case as may be necessary or appropriate, together with any and all
exhibits and other documents having relation to said registration statement;
NOW, THEREFORE, the undersigned in his capacity as a director of the
Company, does hereby appoint William H. Flores, his true and lawful attorney
with power to act with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as Director the
registration statement referred to above, together with any and all amendments
thereto as said attorney shall deem necessary or incidental in connection
therewith, and to file the same with the Commission. Such attorney shall have
full power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities every act whatsoever necessary or
desirable to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts of such attorney.
IN WITNESS WHEREOF, the undersigned has executed this instrument as
of this 9th day of August 1995.
/s/ Howard I. Bull
-----------------------------------
Howard I. Bull
<PAGE> 4
EXHIBIT 24.1
MARINE DRILLING COMPANIES, INC.
POWER OF ATTORNEY
WHEREAS, Marine Drilling Companies, Inc., a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
registration statement on Form S-8, with such amendment or amendments thereto
in each case as may be necessary or appropriate, together with any and all
exhibits and other documents having relation to said registration statement;
NOW, THEREFORE, the undersigned in his capacity as a director of the
Company, does hereby appoint William H. Flores, his true and lawful attorney
with power to act with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as Director the
registration statement referred to above, together with any and all amendments
thereto as said attorney shall deem necessary or incidental in connection
therewith, and to file the same with the Commission. Such attorney shall have
full power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities every act whatsoever necessary or
desirable to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts of such attorney.
IN WITNESS WHEREOF, the undersigned has executed this instrument as
of this 8th day of August 1995.
/s/ Nathaniel A. Gregory
-----------------------------------
Nathaniel A. Gregory
<PAGE> 5
EXHIBIT 24.1
MARINE DRILLING COMPANIES, INC.
POWER OF ATTORNEY
WHEREAS, Marine Drilling Companies, Inc., a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
registration statement on Form S-8, with such amendment or amendments thereto
in each case as may be necessary or appropriate, together with any and all
exhibits and other documents having relation to said registration statement;
NOW, THEREFORE, the undersigned in his capacity as a director of the
Company, does hereby appoint William H. Flores, his true and lawful attorney
with power to act with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as Director the
registration statement referred to above, together with any and all amendments
thereto as said attorney shall deem necessary or incidental in connection
therewith, and to file the same with the Commission. Such attorney shall have
full power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities every act whatsoever necessary or
desirable to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts of such attorney.
IN WITNESS WHEREOF, the undersigned has executed this instrument as
of this 8th day of August 1995.
/s/ David E. Libowitz
-----------------------------------
David E. Libowitz
<PAGE> 6
EXHIBIT 24.1
MARINE DRILLING COMPANIES, INC.
POWER OF ATTORNEY
WHEREAS, Marine Drilling Companies, Inc., a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
registration statement on Form S-8, with such amendment or amendments thereto
in each case as may be necessary or appropriate, together with any and all
exhibits and other documents having relation to said registration statement;
NOW, THEREFORE, the undersigned in his capacity as a director of the
Company, does hereby appoint William H. Flores, his true and lawful attorney
with power to act with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as Director the
registration statement referred to above, together with any and all amendments
thereto as said attorney shall deem necessary or incidental in connection
therewith, and to file the same with the Commission. Such attorney shall have
full power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities every act whatsoever necessary or
desirable to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts of such attorney.
IN WITNESS WHEREOF, the undersigned has executed this instrument as
of this 9th day of August 1995.
/s/ Christopher M. Linneman
-----------------------------------
Christopher M. Linneman
<PAGE> 7
EXHIBIT 24.1
MARINE DRILLING COMPANIES, INC.
POWER OF ATTORNEY
WHEREAS, Marine Drilling Companies, Inc., a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
registration statement on Form S-8, with such amendment or amendments thereto
in each case as may be necessary or appropriate, together with any and all
exhibits and other documents having relation to said registration statement;
NOW, THEREFORE, the undersigned in his capacity as a director of the
Company, does hereby appoint William H. Flores, his true and lawful attorney
with power to act with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as Director the
registration statement referred to above, together with any and all amendments
thereto as said attorney shall deem necessary or incidental in connection
therewith, and to file the same with the Commission. Such attorney shall have
full power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities every act whatsoever necessary or
desirable to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts of such attorney.
IN WITNESS WHEREOF, the undersigned has executed this instrument as
of this 10th day of August 1995.
/s/ Howard H. Newman
-----------------------------------
Howard H. Newman
