<PAGE> 1
As filed with the Securities and Exchange Commission on November 2, 2000
Registration No. 333-48968
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
----------------------
MARINE DRILLING COMPANIES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
TEXAS 74-2558926
(STATE OF JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
ONE SUGAR CREEK CENTER BLVD.
SUITE 600
HOUSTON, TEXAS 77478-3556
(281) 243-3000
(ADDRESS, INCLUDING ZIP CODE, AND
TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANTS PRINCIPAL EXECUTIVE OFFICES)
----------------------
MARINE DRILLING COMPANIES 401(K) PROFIT SHARING PLAN
(FULL TITLE OF THE PLAN)
----------------------
T. SCOTT O'KEEFE
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
ONE SUGAR CREEK CENTER BLVD., SUITE 600
SUGAR LAND, TEXAS 77478-3556
(281) 243-3000
FAX: (281) 243-3080
(NAME, ADDRESS, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
----------------------
COPY TO:
NICK D. NICHOLAS
PORTER & Hedges, L.L.P.
700 Louisiana, 35th Floor
Houston, Texas 77002
(713) 226-0600
Fax: (713) 226-0237
----------------------
================================================================================
<PAGE> 2
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the registration statement on
Form S-8 (File No. 333-48968) of Marine Drilling Companies, Inc. (the
"Registrant") is filed solely to file the exhibit listed in Item 8 hereto.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Registrant (File No. 1-14389) with
the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999.
(2) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2000, and June 30, 2000.
(3) The Registrant's Current Reports on Form 8-K filed with the
Commission on September 1, 2000 and October 25, 2000.
(4) The description of the common stock, par value $0.01 per share
(the "Common Stock"), contained in the Registration Statement on
Form 8-B filed with the Commission on February 21, 1990, as
amended by Form 8 filed with the Commission on November 9, 1992,
and any subsequent amendment thereto filed for the purpose of
updating such description.
(5) The description of the Registrant's Preferred Share Purchase
Rights contained in the Registrant's Registration Statement on
Form 8-A dated November 15, 1996.
All documents filed with the Commission by the Registrant or the Plan
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered herein have been sold or which deregisters
all securities then unsold, shall be deemed to be incorporated by reference in
the Registration Statement and to be part thereof from the date of filing of
such documents.
Any statement contained herein or made in a 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 is
also incorporated or deemed to be 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
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable. The Common Stock is registered under Section 12 of the
Exchange Act.
<PAGE> 3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
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 be 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 Registrant's Restated Articles of Incorporation contain provisions
eliminating or limiting liabilities of directors for breaches of their duty of
care. The Registrant's bylaws provide for indemnification of officers and
directors of the Registrant and persons serving at the request of the Registrant
in such capacities for other business organizations against certain losses,
costs, liabilities and expenses incurred by reason of their positions with the
Registrant or such other business organizations. The Registrant also has
policies insuring its officers and directors against certain liabilities for
actions taken in such capacities, including liabilities under the Securities
Act of 1933, as amended (the "Securities Act").
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
<TABLE>
<S> <C>
*4.1 Summary Plan Description
*5.1 Opinion of Porter & Hedges, L.L.P.
+15.1 Letter regarding unaudited interim financial information
*23.1 Consent of KPMG LLP
*23.2 Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1)
*24.1 Powers of Attorney (included on the signature page of this
Registration Statement)
*99.1 Internal Revenue Service Determination Letter
</TABLE>
------------
* Previously filed.
+ Filed herewith.
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;
<PAGE> 4
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in this Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high and 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 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in this
Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement; provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the registration statement is on Form
S-3, Form S-8 or Form F-3, and the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference into 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; 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and where applicable, each filing of the Plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the 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 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.
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 1st day of
November, 2000.
MARINE DRILLING COMPANIES, INC.
By: /s/ JAN RASK
--------------------------------------
Jan Rask
President
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
<TABLE>
<CAPTION>
Signature Title Date
---------- ------ ----
<S> <C> <C>
/s/ JAN RASK President, Chief Executive Officer
--------------------------------------------- and Director November 1, 2000
Jan Rask (Principal Executive Officer)
* Senior Vice President and Chief
--------------------------------------------- Financial Officer November 1, 2000
T. Scott O'Keefe (Principal Financial Officer)
/s/ DALE W. WILHELM Vice President and Controller November 1, 2000
--------------------------------------------- (Principal Accounting Officer)
Dale W. Wilhelm
* Chairman of the Board and November 1, 2000
--------------------------------------------- Director
Robert L. Barbanell
* November 1, 2000
--------------------------------------------- Director
David A.B. Brown
* November 1, 2000
--------------------------------------------- Director
Howard I. Bull
* November 1, 2000
--------------------------------------------- Director
J.C. Burton
</TABLE>
<PAGE> 6
<TABLE>
<CAPTION>
Signature Title Date
---------- ------ ----
<S> <C> <C>
*
--------------------------------------------- Director November 1, 2000
David B. Robson
* By: /s/ JAN RASK
--------------------------------------------- Director November 1, 2000
Jan Rask
Attorney-in-Fact
</TABLE>
<PAGE> 7
INDEX TO EXHIBITS
<TABLE>
<S> <C>
*4.1 Summary Plan Description
*5.1 Opinion of Porter & Hedges, L.L.P.
+15.1 Letter regarding unaudited interim financial information
*23.1 Consent of KPMG LLP
*23.2 Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1)
*24.1 Powers of Attorney (included on the signature page of this
Registration Statement)
*99.1 Internal Revenue Service Determination Letter
</TABLE>
------------
* Previously filed.
+ Filed herewith.
