<PAGE>
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
FALCON DRILLING COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware 76-0351754
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
1900 West Loop South
Suite 1800
Houston, Texas 77027
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock New York Stock Exchange
(par value $.01 per share)
Securities to be registered pursuant to Section 12(g) of the Act:
None
Total Number of Pages: 2
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S
SECURITIES TO BE REGISTERED
The Securities to be registered are the shares of Common Stock,
par value $.01 per share (the "Common Stock"), of Falcon Drilling Company, Inc.
(the "Registrant"). The Common Stock is described under the caption
"Description of Capital Stock" in Amendment No. 2 to the Registrant's
Registration Statement on Form S-1 filed with the Securities and Exchange
Commission (Registration No. 33-84582) on July 6, 1995. Such description is
incorporated by reference in this Form 8-A pursuant to the Instruction to Item 1
of such Form.
ITEM 2. EXHIBITS
The Securities described herein are registered pursuant to
Section 12(b) of the Act. Accordingly, in accordance with Part II to the
Instructions, the following exhibits will be filed with the New York Stock
Exchange but not with the Securities and Exchange Commission.
1. Latest Annual Report submitted by Registrant to its stockholders,
which includes the Annual Report of the Registrant on Form 10-K for
the fiscal year ended December 31, 1995.
2. Quarterly Reports of the Registrant on Form 10-Q for the fiscal
quarters ended March 31, 1996; June 30, 1996 and September 30, 1996,
and Form 8-K dated February 21, 1996.
3. Latest Proxy Statement of the Registrant.
4. Certificate of Incorporation of the Registrant, as amended, and the
Amended and Restated Bylaws of the Registrant.
5. Specimen Stock Certificate.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized.
Dated: November 25, 1996 FALCON DRILLING COMPANY, INC.
By:/s/ Leighton E. Moss
---------------------------
Leighton E. Moss
Vice President and General Counsel
-2-
