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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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
(State or Other Jurisdiction of Incorporation or Organization)
76-0321760
(I.R.S. Employer Identification No.)
15415 KATY FREEWAY, HOUSTON, TEXAS 77094-1850
(Address of Principal Executive Offices) (Zip Code)
DIAMOND OFFSHORE DRILLING, INC. 2000 STOCK OPTION PLAN
(Full Title of the Plan)
WILLIAM C. LONG, ESQ.
GENERAL COUNSEL AND SECRETARY
DIAMOND OFFSHORE DRILLING, INC.
15415 KATY FREEWAY
HOUSTON, TEXAS 77094
(Name and Address of Agent for Service)
(281) 492-5300
(Telephone Number, Including Area Code, of Agent for Service)
with a copy to:
JAMES L. RICE III, ESQ.
WEIL, GOTSHAL & MANGES LLP
700 LOUISIANA, SUITE 1600
HOUSTON, TEXAS 77002
(713) 546-5000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================ ================ ==================== =================== ================
Amount Proposed Maximum Proposed Maximum Amount of
Title of to be Offering Price Per Aggregate Registration
Securities to be Registered Registered (1) Share (2) Offering Price (2) Fee
-------------------------------------------- ---------------- -------------------- ------------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value per share 750,000 shares $36.8438 $27,632,850 $7,296
============================================ ================ ==================== =================== ================
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act"), this registration statement on Form S-8 shall cover any
additional securities as may be offered or issued to prevent dilution
resulting from stock splits, stock dividends or any similar transaction.
(2) Estimated in accordance with Rule 457(c) under the Securities Act based on
the average of the high and low sales price per share of the registrant's
common stock, par value $0.01 per share, on July 27, 2000, as reported on
the New York Stock Exchange, solely for the purpose of calculating the
registration fee pursuant to Rule 457(h)(1) of the Securities Act.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
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. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
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 Drilling, Inc. 2000 Stock
Option Plan (the "Plan") are or shall be made available to participants in the
Plan without charge by contacting:
Diamond Offshore Drilling, Inc.
15415 Katy Freeway
Houston, Texas 77094
(281) 492-5300
Attn: William C. Long
General Counsel and Secretary
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have heretofore been filed by Diamond
Offshore Drilling, Inc., a Delaware corporation (the "Company"), with the
Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated by reference herein and shall be deemed to be
a part hereof:
a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999 filed on March 7, 2000;
b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2000 filed on May 12, 2000;
c) The Company's Current Report on Form 8-K filed on June 1,
2000; and
d) The description of the Company's common stock, par value $.01
per share ("Common Stock"), contained in Amendment No. 1 to
the Company's Registration Statement on Form 8-A, filed under
the Exchange Act with the Commission on October 10, 1995, and
including any further 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 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.
William C. Long, General Counsel and Secretary of the Company, holds
options to purchase shares of Common Stock pursuant to the Plan. Mr. Long has
provided the legal opinion attached hereto as Exhibit 5.1 regarding the legality
of the securities being registered pursuant to this Registration Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
allows a corporation to eliminate the personal liability of a director of a
corporation to the corporation or to any of its stockholders for monetary
damages for a breach of his fiduciary duty as a director, except in cases where
the director (i) breached his duty of loyalty, (ii) failed to act in good faith,
engaged in intentional misconduct or knowingly violated a law, (iii) authorized
the payment of a dividend or approved a stock repurchase in violation of
Delaware corporate law or (iv) 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, provided that he acted in good faith and
in a manner which he 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 his conduct was unlawful. The
Company's Amended and Restated Certificate of Incorporation and Amended and
Restated By-laws contain provisions which, in substance, provide for
indemnification as set forth above.
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The Company maintains directors and officers liability insurance for
the benefit of its directors and certain of its officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3.1 to the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1998).
4.2 Amended and Restated By-laws of the Company (incorporated by
reference to Exhibit 3.2 to the Company's Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 1998).
5.1* Legal opinion of William C. Long, Esq.
23.1* Consent of Deloitte & Touche LLP.
23.2* Consent of William C. Long, Esq. (included in Exhibit 5.1).
24.1* Power of Attorney (set forth on the signature page to this
Registration Statement).
* Filed herewith
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 this 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 end of the estimated maximum
offering range may be reflected in the form of
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; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
this Registration Statement or any material change to
such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form
S-8 or Form F-3, and 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 registrant 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,
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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 this 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.
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SIGNATURES
Pursuant to the requirements of the Securities 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 Houston, state of Texas, on this 3rd day of August,
2000.
DIAMOND OFFSHORE DRILLING, INC.
By: /s/ Gary T. Krenek
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Gary T. Krenek
Vice President and Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby designates,
constitutes and appoints each of William C. Long and Gary T. Krenek (with full
power to each of them to act alone) as his true and lawful attorney-in-fact and
agent, with full power of substitution and re-substitution (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, which amendments may make such changes in this
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 Commission, and hereby grants to each such Attorney-in-Fact 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 each signatory
might or could do in person, and hereby ratifies and confirms 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.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ James S. Tisch Chairman of the Board and Chief August 3, 2000
----------------------------------------- Executive Officer (principal
James S. Tisch executive officer)
/s/ Lawrence R. Dickerson President, Chief Operating Officer August 3, 2000
----------------------------------------- and Director
Lawrence R. Dickerson
/s/ Gary T. Krenek Vice President and Chief Financial August 3, 2000
----------------------------------------- Officer (principal financial officer)
Gary T. Krenek
/s/ Beth G. Gordon Controller (principal accounting August 3, 2000
----------------------------------------- officer)
Beth G. Gordon
Director
-----------------------------------------
Alan R. Batkin
/s/ Herbert C. Hofmann Director August 3, 2000
-----------------------------------------
Herbert C. Hofmann
/s/ Arthur L. Rebell Director August 3, 2000
-----------------------------------------
Arthur L. Rebell
/s/ Michael H. Steinhardt Director August 3, 2000
-----------------------------------------
Michael H. Steinhardt
/s/ Raymond S. Troubh Director August 3, 2000
-----------------------------------------
Raymond S. Troubh
</TABLE>
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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4.1 Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3.1 to the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1998).
4.2 Amended and Restated By-laws of the Company (incorporated by
reference to Exhibit 3.2 to the Company's Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 1998).
5.1* Legal opinion of William C. Long, Esq.
23.1* Consent of Deloitte & Touche LLP.
23.2* Consent of William C. Long, Esq. (included in Exhibit 5.1).
24.1* Power of Attorney (set forth on the signature page to this
Registration Statement).
* Filed herewith
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