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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
ON
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)
OFFSHORE PIPELINES, INC. INCENTIVE COMPENSATION
PROGRAM AS ASSUMED BY J. RAY McDERMOTT, S.A.
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(Full title of the plan)
LAWRENCE R. PURTELL,
Senior Vice President, General Counsel
and Corporate Secretary
1450 Poydras Street,
Post Office 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)
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Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
This Registration Statement relates to the registration of 897,818 shares
of the common stock, $.01 par value per share ("Common Stock"), of J. Ray
McDermott, S.A. (the "Registrant") reserved for issuance under the Offshore
Pipelines, Inc. ("OPI") Incentive Compensation Program as assumed by the
Registrant in connection with the transactions contemplated by the Agreement and
Plan of Merger dated as of June 2, 1994, as amended, by and among OPI, J. Ray
McDermott Holdings, Inc. (formerly known as MCB I, Inc.), McDermott
International, Inc. ("International") and the Registrant. Such shares of Common
Stock were originally registered as part of the Registrant's Form S-4
Registration Statement (No. 33-87592). This Registration Statement on Form S-8
shall serve as Post-Effective Amendment No. 1 to such Form S-4 Registration
Statement of Registrant. Documents containing the information specified in Part
I of Form S-8 will be sent or given to participants under the foregoing employee
benefit plan of the Registrant as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended (the "1933 Act").
Item 2. Registrant Information and Employee Plan Annual Information
See response to Item 1 above.
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Part II
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:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
on March 31, 1995 filed with the Commission on or about June 19, 1995.
(b) The description of the Common Stock contained in the 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.
Any statement contained herein or 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
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deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall except as so modified
or superseded, not to be deemed to constitute a part of this Registration
Statement.
Item 4. Description of Securities
Not Applicable
Item 5. Interests 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:
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
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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 no
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 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
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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) delivers 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.
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
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Item 8. Exhibits
Exhibit No. Description
----------- -----------
4.1 Agreement and Plan of Merger dated as of June 2, 1994 (as
amended) by and among OPI, J. Ray McDermott Holdings, Inc.
(formerly known as MCB I, Inc.), International and the
Registrant (incorporated herein by reference to Exhibit 2.1 of
the Registrant's Registration Statement on Form S-4 (No. 33-
87592)
4.2 Excerpts from the Registrant's Articles of Incorporation and
Bylaws relating to rights of holders of the Registrants Common
Stock (incorporated herein by reference to Exhibit 3(i).1 of
the Registrant's Registration Statement on Form S-4 (No. 33-
87592)
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:
(1) That, for the purpose of determining any liability under the 1933
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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 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
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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
F. C. WADE and Director
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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
Exhibit No. Description Page No.
- ----------- ----------- --------
4.1 Agreement and Plan of Merger dated as of June 2, 1994
(as amended) by and among OPI, J. Ray McDermott
Holdings, Inc. (formerly known as MCB I, Inc.),
International and the Registrant (incorporated herein
by reference to Exhibit 2.1 of the Registrant's
Registration Statement on Form S-4 (No. 33-87592)
4.2 Excerpts from the Registrant's Articles of Incorporation
and Bylaws relating to rights of holders of the
Registrants Common Stock (incorporated herein by reference
to Exhibit 3(i).1 of the Registrant's Registration Statement
on Form S-4 (No. 33-87592)
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 Panamanian Counsel to J. Ray McDermott, S. A., a Panama
corporation (the "Registrant") in connection with the registration under the
Securities Act of 1933, as amended, of 897,818 shares (the "Shares") of the
Registrant's Common Stock, $.01 par value per share. The registration of the
Shares is to be effected by means of a Post-Effective Amendment to the
Registrant's Form S-4 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 the terms of the Offshore Pipelines, Inc. ("OPI")
Incentive Compensation Program, as assumed by the Registrant (pursuant to the
terms of the Agreement and Plan of Merger dated as of June 2, 1994 (as amended)
among OPI, J. Ray McDermott Holdings Inc. (formerly known as MCBI, Inc.),
McDermott International, Inc. and the Registrant), 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 on
(Post Effective Amendment No. 1 to Form S-4 Registration Statement on Form S-8)
pertaining to the Offshore Pipelines, Inc. Incentive Compensation Program as
assumed by J. Ray McDermott, S.A. 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
