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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
J. RAY McDERMOTT, S.A.
(Exact name of registrant as specified in its charter)
Republic of Panama 72-1278896
- --------------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1450 Poydras Street New Orleans, Louisiana 70112
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
J. Ray McDermott, S.A. Executive Long-Term
Incentive Compensation Plan
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(Full title of the plan)
LAWRENCE R. PURTELL,
Senior Vice President, General Counsel and
Corporate Secretary
1450 Poydras Street,
P.O. Box 61829,
New Orleans, Louisiana 70161-1829
(Name and address of agent for service)
(504) 587-5300
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================
Proposed Proposed
Amount maximum maximum Amount of
Title of securities to offering aggregate registration
be price offering price fee
registered per share/1/
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($.01 par
value)................. 4,000,000 $23.875 $95,500,000 $32,931
================================================================================
</TABLE>
- ---------------------
/1/ The proposed maximum aggregate offering price is based upon the average
sales price on the New York Stock Exchange on June 15, 1995.
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Part I
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INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
This Registration Statement relates to the registration of 4,000,000 shares
of the common stock, $.01 par value per share (the "Common Stock"), of J. Ray
McDermott, S.A. (the "Registrant") reserved for issuance under the Registrant's
Executive Long-Term Incentive Compensation Plan. The documents containing the
information required by Item 1 of Form S-8 and the statement of availability of
Registrant information and other information required by Item 2 of this Form
will be sent or given to participants as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended (the "1933 Act"). In accordance with Rule
428(a) and the requirements of Part I of Form S-8, such documents are not being
filed with the Securities and Exchange Commission (the "Commission") either as a
part of this Registration Statement or as a prospectus or prospectus supplement
pursuant to Rule 424 under the 1933 Act.
Item 2. Registrant Information and Employee Plan Annual Information
See response to Item 1 above.
Part II
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously filed with the Commission by the
Registrant pursuant to the Securities Exchange Act of 1934, as amended (the
"1934 Act") (Commission File No. 1-13570) are incorporated herein by reference:
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(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
March 31, 1995 filed with the Commission on or about June 19, 1995.
(b) The description of the Common Stock contained in the Registrant's
Registration Statement on Form 8-A filed pursuant to Section 12 of the
1934 Act, declared effective as of January 26, 1995.
All reports and other documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the date of
this Registration Statement 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, shall be deemed to be incorporated herein by
reference and to be a part hereof from the respective filing date of each such
document.
Item 4. Description of Securities
Not Applicable
Item 5. Interest of Named Experts and Counsel
Not Applicable
Item 6. Indemnification of Directors and Officers
Article VII of the By-laws of the Registrant provides for the
indemnification of officers and directors as follows:
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Article VII
Indemnification
---------------
SECTION 1. Each person (and the heirs, executors and administrators of
such person) who is or was a director or officer of the Corporation and any
other person designated in a resolution of the Board of Directors, shall in
accordance with Section 2 of this Article VII be indemnified by the Corporation
against any and all liability and reasonable expense that may be paid or
incurred by him in connection with or resulting from any actual or threatened
claim, action, suit or proceeding (whether brought by or in the right of the
Corporation or otherwise), civil, criminal, administrative or investigative, or
in connection with an appeal relating thereto, in which he may become involved,
as a party or otherwise, by reason of his being or having been a director or
officer of the Corporation or otherwise acting for or on behalf of the
Corporation or, if he shall be serving or shall have served in such capacity at
the request of the Corporation, a director, officer, employee or agent of
another corporation or any partnership, joint venture, trust or other entity
whether or not he continues to be such at the time such liability or expense
shall have been paid or incurred, provided such person acted, in good faith, in
a manner he reasonably believed to be in or not opposed to the best interest of
the Corporation and in addition, in criminal actions or proceedings, had not
reasonable cause to believe that his conduct was unlawful. As used in this
Article VII, the terms, "liability" and "expense" shall include, but shall not
be limited to, counsel fees and disbursements and amounts of judgments, fines or
penalties against, and amounts paid in settlement by, such director or officer.
The termination of any actual or threatened claim, action, suit or proceeding,
civil, criminal, administrative, or investigative, by judgment, settlement
(whether with or without court
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approval), conviction or upon a plea of guilty or nolo contendere, or its
---- ----------
equivalent, shall not create a presumption that such director or officer did not
meet the standards of conduct set forth in this Section 1.
SECTION 2. Every such director, officer or other person shall be entitled
to indemnification under Section 1 of this Article VII with respect to any
claim, action, suit or proceeding of the character described in such Section 1
in which he may become in any way involved as set forth in such Section 1, if
(i) he has been wholly successfully [SIC] on the merits or otherwise in respect
thereof, or (ii) the Board of Directors acting by a majority vote of a quorum
consisting of directors who are not parties to (or who have been wholly
successful with respect to) such claim, action, suit or proceeding, finds that
such director or officer has met the standards of conduct set forth in such
Section 1 with respect thereto, or (iii) a court determines that he has met such
standards with respect thereto, or (iv) independent legal counsel (who may be
the regular counsel of the Corporation) deliver to the Corporation their written
advice that, in their opinion, he has met such standards with respect thereto.
SECTION 3. Expenses incurred with respect to any claim, action, suit or
proceeding of the character described in Section 1 of this Article VII may be
advanced by the Corporation prior to the final disposition thereof upon receipt
of an undertaking by or on behalf of the recipient to repay such amount unless
it is ultimately determined that he is entitled to indemnification under this
Article VII in which case no such repayment shall be required.
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SECTION 4. The rights of indemnification under this Article VII shall be
in addition to any rights to which any such director or officer or any other
person may otherwise be entitled by contract or as a matter of law.
Item 7. Exemption from Registration Claimed
Not Applicable
Item 8. Exhibits
Exhibit No. Description
----------- -----------
5 Opinion of Durling & Durling re legality of Registrant's
Common Stock
23.1 Consent of Durling & Durling
(included in Exhibit 5)
23.2 Consent of Ernst & Young LLP, independent auditors
24 Power of Attorney (included as part of the signature page of
this Registration Statement)
Item 9. Undertakings
(a) the undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
Registration Statement (i) to include any prospectus required by Section
10(a)(3)
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of the Securities Act of 1933, as amended (the "1933 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; and (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 the
undertakings set forth in subparagraphs (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 registrant pursuant to
Section 13 or 15(d) of the 1934 Act that are incorporated by reference in this
Registration Statement;
(2) That, for the purpose of determining any liability under the 1933 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;
(b) The undersigned Registrant hereby undertakes that:
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(1) That, for the purpose of determining any liability under the 1933 Act,
each filing of the registrant's annual report pursuant to Section 13(a) or 15(d)
of the 1934 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.
(c) Insofar as indemnification for liabilities arising under the 1933
Act 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 1933 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 of 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 1933 Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the 1933 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 New
Orleans, State of Louisiana on June 19, 1995.
J. RAY McDERMOTT, S.A.
By: /s/ R. E. HOWSON
--------------------------------------------------
R. E. HOWSON
Chairman of the Board, Chief Executive Officer and
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints, Lawrence R. Purtell and John S. Tsai, jointly
and severally, his attorneys-in-fact, each with power of substitution, for him
in any and all capacities, to sign any amendments to this Registration
Statement, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may 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 below by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ R. E. HOWSON Chairman of the Board, June 19, 1995
- ------------------------ Chief Executive Officer
R. E. HOWSON and Director (Principal
Executive Officer)
Vice Chairman of the Board
- ------------------------ and Director
F. C. WADE
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/s/ J. J. WILDASIN President, Chief Operating June 19, 1995
- ------------------------ Officer and Director
J. J. WILDASIN
/s/ R. R. FOREMAN Executive Vice President June 19, 1995
- ------------------------- and Chief Financial Officer
R. R. FOREMAN (Principal Financial and
Principal Accounting Officer)
/s/ J. F. BOOKOUT Director June 19, 1995
- ------------------------
J. F. BOOKOUT
/s/ B. A. HATTOX Director June 19, 1995
- ------------------------
B. A. HATTOX
Director
- ------------------------
M. H. LAM
Director
- ------------------------
J. H. MACDONALD
Director
- ------------------------
C. E. RITCHIE
/s/ T. P. TATHAM Director June 19, 1995
- ------------------------
T. P. TATHAM
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EXHIBIT INDEX
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Exhibit No. Description Page No.
- ----------- ----------- --------
5 Opinion of Durling & Durling re legality of
Registrant's Common Stock
23.1 Consent of Durling & Durling (included in
Exhibit 5)
23.2 Consent of Ernst & Young LLP, independent
auditors
24 Power of Attorney (included as part of the
signature page of this Registration
Statement)
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[LETTERHEAD OF DURLING & DURLING APPEARS HERE]
June 19, 1995
J. RAY McDERMOTT, S.A.
1450 Poydras Street
New Orleans, LA 70112-6050
U.S.A.
Dear Sirs:
We are acting as your Panamanian Counsel in connection with the
Registration under the Securities Act of 1933, as amended, of 4,000,000 shares
(the "Shares") of your Common Stock, $.01 par value per share. The registration
of the Shares is to be effected by means of a Registration Statement on Form S-8
to be filed with the Securities and Exchange Commission.
We are of the opinion that the Shares have been duly authorized and, when
issued in accordance with your Executive-Long Term Incentive Compensation Plan
will be legally and validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as Exhibit 5 to the Registration
Statement and to the reference to our name in such Registration Statement.
We are counsel qualified to practice law only in the Republic of Panama and
we express no opinion with respect to the laws of any other jurisdiction.
Very truly yours,
/s/ Durling & Durling
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Item 8 Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the J. Ray McDermott, S.A. Executive Long-Term
Incentive Compensation Plan of our report dated May 24, 1995 with respect to the
consolidated financial statements of J. Ray McDermott, S.A. included in its
Annual Report on Form 10-K for the year ended March 31, 1995, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
New Orleans, Louisiana
June 16, 1995
