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As filed with the Securities and Exchange Commission on June 23, 1997
Registration No. 333-_____
- --------------------------------------------------------------------------------
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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FALCON DRILLING COMPANY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0351754
(State of Incorporation) (IRS Employer Identification No.)
1900 West Loop South
Suite 1800
Houston, Texas 77027
(Address, including zip code, of principal executive offices)
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FALCON DRILLING COMPANY, INC.
1997 STOCK OPTION PLAN
(Full title of the plan)
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Steven A. Webster
Chairman and Chief Executive Officer
Falcon Drilling Company, Inc.
1900 West Loop South
Suite 1800
Houston, Texas 77027
(Name and address of agent for service)
(713) 623-8984
(Telephone number, including area code, of agent for service)
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Copy to:
Edwin T. Markham, Esq.
Parson & Brown
666 Third Avenue
New York, New York 10017
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount Proposed Proposed Amount of
Securities to to be Maximum Offering Maximum Aggregate Registration
be Registered Registered Price Per Share Offering Price Fee
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 per share
par value
- - 1997 Stock
Option Plan
(Subject to
Grant) 600,000 shares $49.25(1) $29,550,000 $8,954.55
-------------- ------ ----------- ---------
</TABLE>
(1) Pursuant to Rule 457(c) and (h) under the Securities Act of 1933, the
proposed maximum offering price per share and the registration fee
relating to these shares of Common Stock being registered have been
based on the average of the high and low prices of the Common Stock as
reported on the New York Stock Exchange on June 16, 1997.
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FALCON DRILLING COMPANY, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by Falcon Drilling Company, Inc., the registrant,
are incorporated as of their respective dates in this Registration Statement by
reference:
A. The registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996.
B. All other reports filed by the registrant pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934 since
December 31, 1996.
C. Description of the registrant's Common Stock contained in its
Registration Statement on Form 8-A filed with the Commission on
July 10, 1995, which incorporates by reference the description
contained in Amendment No.1 to the registrant's Registration
Statement Form S-1 (No. 33-84582), filed on June 2, 1995.
All documents filed by the registrant pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold are incorporated
by reference in this Registration Statement and are a part hereof from the date
of filing such documents. Any statement contained 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
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, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters in connection with any original issuance common
stock offered hereby are being passed upon for the registrant by Parson & Brown,
New York, New York. William R. Ziegler, a partner of Parson & Brown, is a member
of the board of directors of the Company and owns beneficially an aggregate of
1,921,300 shares of Common Stock. In addition, an associate of
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Parson & Brown is the Secretary of the Company and holds options granted
pursuant to the 1992 Stock Option Plan to acquire an aggregate of 10,000 shares
of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Sixth of the Certificate of Incorporation of the registrant
provides for the indemnification by the registrant of each director, officer and
employee of the registrant to the fullest extent permitted by the Delaware
General Corporation Law, as the same exists or may hereafter be amended. Section
145 of the Delaware General Corporation Law provides in relevant part that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding if such person acted in good
faith and in a manner such person 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 such person's conduct was
unlawful.
In addition, Section 145 provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Delaware Court of Chancery or
such other court shall deem proper. Delaware law further provides that nothing
in the above-described provisions shall be deemed exclusive of any other rights
to indemnification or advancement of expenses to which any person may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise.
Article Seventh of the Certificate of Incorporation of the registrant
further provides that a Director of the registrant shall not be personally
liable to the registrant or its stockholders for monetary damages for any breach
of fiduciary duty as a Director. Section 102(b)(7) of the Delaware General
Corporation Law provides that a provision so limiting the personal liability of
a director shall not eliminate or limit the liability of a director for, among
other things: breach of the duty of
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loyalty; acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of the law; unlawful payment of dividends; and
transactions from which the director derived an improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
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5.1 Opinion of counsel as to legality of securities being registered.
23.1 Consent of independent public accountants.
23.2 Consent of counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-6).
99.1 1997 Stock Option Plan. (1)
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(1) Incorporated by reference to Appendix A to the registrant's Proxy
Statement, filed April 18, 1997, relating to the registrant's 1997
Annual Meeting of Stockholders.
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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(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, represents a
fundamental change in the information set forth in
the Registration Statement;
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(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 set forth in the
Registration Statement;
provided, however, that paragraphs (a)(1))(i) and (a)(1)(ii) shall not apply to
information contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this 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.
(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 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 this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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 has 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 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 of whether such indemnification by it
is against policy as expressed in the Securities Act of 1933 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, 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 Houston, State of Texas, on this 23rd day of
June, 1997.
FALCON DRILLING COMPANY, INC.
By: /s/ Steven A. Webster
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Steven A. Webster
Chairman and Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Steven A. Webster and William R. Ziegler and each acting alone, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities to sign any or all amendments or supplements hereto ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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 June 23, 1997.
Signature Title
/s/ Steven A. Webster Chairman, Chief Executive Officer and
- --------------------------------------- Director (principal executive officer)
Steven A. Webster
/s/ Robert F. Fulton Executive Vice President (principal
- --------------------------------------- financial officer and principal
Robert F. Fulton accounting officer)
/s/ Purnendu Chatterjee
- --------------------------------------- Director
Purnendu Chatterjee
/s/ Douglas A.P. Hamilton
- --------------------------------------- Director
Douglas A.P. Hamilton
- --------------------------------------- Director
Kenneth H. Hannan, Jr.
/s/ James R. Latimer, III
- --------------------------------------- Director
James R. Latimer, III
/s/ Michael E. Porter
- --------------------------------------- Director
Michael E. Porter
/s/ William R. Ziegler
- --------------------------------------- Director
William R. Ziegler
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[PARSON & BROWN LLP LETTERHEAD]
June 23, 1997
Falcon Drilling Company, Inc.
1900 West Loop South
Suite 1800
Houston, TX 77027
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Falcon Drilling Company, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission on or about June 23, 1997, in connection with the registration under
the Securities Act of 1933, as amended, of 600,000 shares of your Common Stock
(the "Shares"), which are reserved for issuance pursuant to the 1997 Stock
Option Plan (the "Plan"). As your legal counsel in connection with this
transaction, we have examined the proceedings taken or proposed to be taken by
you in connection with the issuance, sale and payment of consideration for the
Shares to be issued under the Plan.
It is our opinion that, upon completion of the proceedings being
taken or contemplated to be taken by the Company prior to the issuance and sale
of the Shares pursuant to the Plan, the Shares, when issued and sold in the
manner referred to in the Plan, will be legally and validly issued, fully paid
and nonassessable.
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Falcon Drilling Company, Inc. -2- June 23, 1997
We consent to the reference to this firm in Item 5 of the
Registration Statement and the use of this opinion as an exhibit to the
Registration Statement and any subsequent amendment thereto.
Very truly yours,
/s/ Parson & Brown LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 13, 1997,
in Falcon Drilling Company, Inc.'s Form 10-K for the year ended December 31,
1996, and to all references to our firm included in this registration statement.
Arthur Andersen LLP
Houston, Texas
/s/ Arthur Andersen LLP
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