<PAGE>
As filed with the Securities and Exchange Commission on March 4, 1997
Registration No. ___________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
DIAMOND OFFSHORE DRILLING, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 76-0321760
(State or Other Jurisdiction of
Incorporation or Organization) (I.R.S. Employer Identification No.)
15415 KATY FREEWAY
HOUSTON, TEXAS 77094
(281) 492-5300
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
DIAMOND OFFSHORE DEFINED CONTRIBUTION RETIREMENT PLAN
(Full Title of Plan)
RICHARD L. LIONBERGER, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
DIAMOND OFFSHORE DRILLING, INC.
15415 KATY FREEWAY
HOUSTON, TEXAS 77094
(281) 492-5300
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
JAMES L. RICE III, ESQ.
WEIL, GOTSHAL & MANGES LLP
700 LOUISIANA, SUITE 1600
HOUSTON, TEXAS 77002
(713) 546-5000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Title of Each Class of Proposed Maximum Proposed Maximum Amount of Registration
Securities to be Registered Amount to be Registered(1) Offering Price Per Share Aggregate Offering Price Fee(2)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share 939,016 shares (2) Not Applicable Not Applicable $16,272.72
===================================================================================================================================
<FN>
(1) Plus such indeterminate number of shares of Common Stock of the Registrant
as may be issued to prevent dilution resulting from stock dividends, stock
splits or similar transactions in accordance with Rule 416 under the
Securities Act of 1933, as amended.
(2) Pursuant to Rule 457(h) under the Securities Act of 1933, as amended, the
registration fee was computed on the basis of the market value of the
939,016 shares of Common Stock to be registered hereby (computed based upon
(i) the amount of contributions which it is estimated may be invested in
Common Stock of the Registrant under the Plan during the ten year period
following the effectiveness of the Registration Statement ($53,700,000) and
(ii) the investment of such amount in Common Stock of the Registrant at a
purchase price of $57.1875 per share, the average of the high and low
prices per share of Common Stock of the Registrant on the New York Stock
Exchange on March 3, 1997), computed in accordance with Rule 457(c) on the
basis of the average of the high and low prices per share of Common Stock
of the Registrant on the New York Stock Exchange on March 3, 1997
($57.1875).
</FN>
</TABLE>
==============================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1.
The documents containing the information specified in Part I
of this Registration Statement will be sent or given to employees as specified
by Rule 428(b)(1). Such documents are not required to be and are not filed with
the Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "Securities Act").
Item 2.
Upon written or oral request, any of the documents
incorporated by reference in Item 3 of Part II of this Registration Statement
(which documents are incorporated by reference in this Section 10(a)
Prospectus), other documents required to be delivered to eligible employees
pursuant to Rule 428(b) or additional information about the Diamond Offshore
Defined Contribution Retirement Plan (the "Plan") and its administrator are
available without charge by contacting:
Diamond Offshore Drilling, Inc.
15415 Katy Freeway
Houston, Texas 77094
(281) 492-5300
Attention: Richard L. Lionberger
Corporate Secretary
I-1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission by Diamond
Offshore Drilling, Inc. (the "Company") are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996 filed on or about March 3, 1997;
(b) The Company's Current Report on Form 8-K filed on January
29, 1997 and the Company's Current Report on Form 8-K filed February 11, 1997;
and
(c) The description of the Company's Common Stock, par value
$.01 per share, contained in Amendment No. 1 to the Company's Registration
Statement on Form 8-A, filed with the Commission on October 10, 1995, and
including any amendments or reports filed for the purpose of updating such
description.
All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the respective date of
filing of each such document.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102 of the Delaware General Corporation Law (the
"DGCL") allows a corporation to eliminate the personal liability of directors of
a corporation to the corporation or to any of its stockholders for monetary
damage for a breach of his fiduciary duty as a director, except in the case
where the director breached his duty of loyalty, failed to act in good faith,
engaged in intentional misconduct or knowingly violated a law, authorized the
payment of a dividend or approved a stock repurchase in violation of Delaware
corporate law or obtained an improper personal benefit. The Company's Restated
Certificate of Incorporation contains a provision which, in substance,
eliminates directors' personal liability as set forth above.
Section 145 of the DGCL 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, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
is or was a director, officer, employee or agent of the corporation or is or was
serving at its request in such capacity in another corporation or business
association against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
II-1
<PAGE>
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The Company's Restated
Certificate of Incorporation contains a provision which, in substance, provides
for indemnification as set forth above.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 - Restated Certificate of Incorporation of the Company
(incorporated by reference herein to Exhibit 3.1 of the Company's
Registration Statement No.333-2680 on Forms S-4/S-1).
4.2 - Amended By-laws of the Company (incorporated by reference herein
to Exhibit 3.2 of the Company's Registration Statement No.
333-2680 on Forms S-4/S-1).
4.2.1 - Amendment to the Amended By-laws of the Company on November 8,
1995 (incorporated by reference herein to Exhibit 3.2.1 of the
Company's Registration Statement No. 333-2680 on Forms S-4/S-1).
4.2.2 - Amendment to the Amended By-laws of the Company on April 3, 1996
(incorporated by reference herein to Exhibit 3.2.2 of the
Company's Registration Statement No. 333-2680 on Forms S-4/S-1).
23.1 - Consent of Deloitte & Touche LLP.
24.1 - Powers of Attorney (set forth on the signature page to this
Registration Statement).
The undersigned registrant hereby undertakes to submit, or has
submitted, the Plan and any amendments thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes required by the
IRS in order to qualify the Plan.
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;
(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
(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
II-2
<PAGE>
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 the effective Registration
Statement);
(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 paragraph (a)(1)(i) and (a)(1)(ii)
do not apply if 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 Company pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by
reference in the 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.
(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 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 Securities 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 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.
II-3
<PAGE>
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 4th day of
March, 1997.
DIAMOND OFFSHORE DRILLING, INC.
By:/s/ Richard L. Lionberger
----------------------------------
Name: Richard L. Lionberger
Title: Vice President, General
Counsel and Secretary
POWER OF ATTORNEY
Each person whose signature appears below hereby designates,
constitutes and appoints Richard L. Lionberger and Lawrence R. Dickerson, and
each of them (with full power to each of them to act alone), as his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution (the "Attorneys-in-Fact"), for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement on Form S-8 (the
"Registration Statement"), which amendments may make such changes in the
Registration Statement as either Attorney-in-Fact deems appropriate, and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, and hereby grants to such
Attorneys-in-Fact, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said Attorneys-in-Fact or any of them or his or their
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
II-4
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the date indicated.
SIGNATURE TITLE DATE
/s/ Robert E. Rose President, Chief Executive Officer March 4, 1997
- ------------------------- and Director(principal executive
Robert E. Rose officer)
/s/ Lawrence R. Dickerson Senior Vice President and Chief March 4, 1997
- ------------------------- Financial Officer (principal
Lawrence R. Dickerson financial officer)
/s/ Gary T. Krenek Controller (principal accounting March 4, 1997
- ------------------------- officer)
Gary T. Krenek
/s/ James S. Tisch Chairman of the Board March 4, 1997
- -------------------------
James S. Tisch
/s/ Herbert C. Hofmann Director March 4, 1997
- -------------------------
Herbert C. Hofmann
II-5
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
4.1 - Restated Certificate of Incorporation
of the Company (incorporated by reference
herein to Exhibit 3.1 of the Company's
Registration Statement No. 333-2680 on
Forms S-4/S-1).
4.2 - Amended By-laws of the Company (incorporated
by reference herein to Exhibit 3.2 of the
Company's Registration Statement No. 333-2680
on Forms S-4/S-1).
4.2.1 - Amendment to the Amended By-laws of the
Company on November 8, 1995
(incorporated by reference herein to
Exhibit 3.2.1 of the Company's
Registration Statement No. 333-2680 on
Forms S-4/S-1).
4.2.2 - Amendment to the Amended By-laws of the Company
on April 3, 1996 (incorporated by reference
herein to Exhibit 3.2.2 of the Company's
Registration Statement No. 333-2680 on Forms
S-4/S-1).
23.1 - Consent of Deloitte & Touche LLP.
24.1 - Powers of Attorney (set forth on the signature page
to this Registration Statement).
II-6
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of Diamond Offshore Drilling, Inc. on Form S-8 pertaining
to the Diamond Offshore Defined Contribution Retirement Plan of our report dated
February 4, 1997, appearing in the Annual Report on Form 10-K of Diamond
Offshore Drilling, Inc. for the year ended December 31, 1996.
Deloitte & Touche LLP
Houston, Texas
March 4, 1997
