AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 29, 2003
REGISTRATION NO. 333-_____
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NOBLE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CAYMAN ISLANDS 98-0366361
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
13135 SOUTH DAIRY ASHFORD, SUITE 800
SUGAR LAND, TEXAS 77478
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
NOBLE CORPORATION 1992 NONQUALIFIED STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
(FULL TITLE OF THE PLAN)
ROBERT D. CAMPBELL
VICE PRESIDENT AND GENERAL COUNSEL
NOBLE DRILLING SERVICES INC.
13135 SOUTH DAIRY ASHFORD, SUITE 800
SUGAR LAND, TEXAS 77478
(281) 276-6100
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED (1) SHARE (2) PRICE (2) REGISTRATION FEE
------------------- -------------- ------------------ ------------------ ----------------
ORDINARY SHARES,
PAR VALUE US$0.10
PER SHARE (3) 325,000 SHARES $ 32.96 $ 10,712,000 $ 867
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(1) PURSUANT TO RULE 416 UNDER THE SECURITIES ACT OF 1933, SHARES ISSUABLE
UPON ANY SPLIT IN SHARES, DIVIDEND IN SHARES OR SIMILAR TRANSACTION
WITH RESPECT TO THESE SHARES ARE ALSO BEING REGISTERED HEREUNDER.
(2) ESTIMATED SOLELY FOR THE PURPOSE OF DETERMINING THE REGISTRATION FEE
PURSUANT TO RULE 457 (h) ON THE BASIS OF THE AVERAGE OF THE HIGH AND
LOW SALES PRICES OF THE ORDINARY SHARES REPORTED ON THE NEW YORK STOCK
EXCHANGE COMPOSITE TAPE ON JULY 25, 2003.
(3) THE ORDINARY SHARES BEING REGISTERED INCLUDE ASSOCIATED PREFERRED SHARE
PURCHASE RIGHTS.
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EXPLANATORY NOTE AND STATEMENT
This Registration Statement on Form S-8 is being filed under the
Securities Act of 1933, as amended (the "Securities Act"), by Noble Corporation,
a Cayman Islands exempted company limited by shares (the "Registrant"), as
successor issuer to Noble Drilling Corporation, a Delaware corporation
("Noble-Delaware"), following a corporate reorganization (the "Reorganization")
that became effective on April 30, 2002. The Reorganization was effected through
the merger of Noble Cayman Acquisition Corporation, a Delaware corporation, with
and into Noble-Delaware with Noble-Delaware surviving as an indirect, wholly
owned subsidiary of the Registrant. In the merger, each person holding shares of
Noble-Delaware common stock (and related preferred stock purchase rights)
immediately before the merger received one ordinary share, par value US$0.10 per
share ("Ordinary Shares"), of the Registrant (and related preferred share
purchase right) for each share of Noble-Delaware common stock (and related
preferred stock purchase right) held by such person. Pursuant to the
Reorganization, the Noble Drilling Corporation 1992 Nonqualified Stock Option
Plan for Non-Employee Directors was renamed the "Noble Corporation 1992
Nonqualified Stock Option Plan for Non-Employee Directors" (the "Plan") and was
assumed by the Registrant. Ordinary Shares are currently issuable under the Plan
rather than shares of common stock of Noble-Delaware. The Registrant hereby
expressly adopts the Registration Statement on Form S-8 (File No. 33-62394)
filed by Noble-Delaware with the Securities and Exchange Commission as its own
Registration Statement for all purposes of the Securities Act and the Securities
Exchange Act of 1934, as amended. The purpose of this Registration Statement is
to register an additional 325,000 Ordinary Shares of the Registrant for offer
and sale pursuant to the Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which the Registrant has filed 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:
1. The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2002, as amended by Form 10-K/A (No.1) dated June
27, 2003 and Form 10-K/A (No.2) dated June 30, 2003;
2. The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2003;
3. The Registrant's Current Report on Form 8-K dated March 14, 2003;
and
4. The description of the ordinary shares of the Registrant, par
value US$0.10 per share, contained in the Registrant's
Registration Statement on Form 8-A, dated April 25, 2002, as
amended by Amendment No. 1 to Form 8-A/A dated March 14, 2003.
All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby 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 date of filing of such
documents.
Any statement contained in this Registration Statement, in any
amendment hereto or in a document 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 subsequently-filed
supplement to this Registration Statement or in any document that also is
incorporated by reference herein modifies or supersedes such statement. Any
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.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Cayman Islands law does not limit the extent to which a company's
articles of association may provide for the indemnification of its directors,
officers, employees and agents except to the extent that such provision may be
held by the Cayman Islands courts to be contrary to public policy.
The Registrant's articles of association provide the following:
Article 111 of the Registrant's articles of association provides that
no Registrant director will be personally liable to the Registrant or its
members for monetary damages for breach of fiduciary duty as a director, except
for liability (a) for any breach of the director's duty of loyalty to the
Registrant or to its members, (b) for acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law or (c) for any
transaction from which the director derived an improper personal benefit.
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Article 112 of the Registrant's articles of association provides that
the Registrant will 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 Registrant), by reason of the fact that such
person is or was a director, officer, employee or agent of the Registrant, or is
or was serving at the request of the Registrant as a director, officer, employee
or agent of another company, 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 Registrant, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe such person's conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which such person reasonably believed to be in or not
opposed to the best interests of the Registrant, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that such
person's conduct was unlawful.
Article 113 of the Registrant's articles of association provides that
the Registrant shall 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 Registrant 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 Registrant, or is or was serving at the request of the Registrant as a
director, officer, employee or agent of another company, 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 Registrant, 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 Registrant unless and only to the extent that 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 such court shall deem proper.
Any indemnification under Article 112 or Article 113 of the
Registrant's articles of association (unless ordered by a court) shall be made
by the Registrant only as authorized in the specific case upon a determination
that indemnification of the present or former director, officer, employee or
agent is proper in the circumstances because such person has met the applicable
standard of conduct set forth in Article 112 or Article 113 of the Registrant's
articles of association. Such determination shall be made, with respect to a
person who is a director or officer at the time of such determination, (a) by a
majority vote of the directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (b) by a committee of such
directors designated by majority vote of such directors, even though less than a
quorum, or (c) if there are not such directors, or if such directors so direct,
by independent legal counsel in a written opinion, or (d) by the Registrant's
members.
To the extent that a present or former director or officer of the
Registrant has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in either of Articles 112 or 113 or in
defense of any claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection therewith.
Expenses (including attorneys' fees) incurred by a present or former
officer or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding shall be paid by the Registrant in
advance of the final disposition of such action, suit or proceeding upon receipt
by the Registrant of an undertaking by or on behalf of such officer or director
to repay all such amounts advanced if it shall ultimately be determined that
such person is not entitled to be indemnified by the Registrant under its
articles of association or otherwise. Such expenses (including attorneys' fees)
incurred by present or former employees or agents of the Registrant other than
officers or directors may be so paid upon such terms and conditions, if any, as
the Registrant deems appropriate.
The indemnification and advancement of expenses shall not be deemed
exclusive of any other rights to which any person seeking indemnification or
advancement of expenses may be entitled under any law, agreement, vote of
members or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office.
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The Registrant has entered into an indemnity agreement with each of its
directors and officers to supplement the indemnification protection available
under the Registrant's articles of association referred to above. These
indemnity agreements generally provide that the Registrant will indemnify the
parties thereto to the fullest extent permitted by law.
The Registrant also maintains insurance to protect itself and its
directors, officers, employees and agents against expenses, liabilities and
losses incurred by such persons in connection with their services in the
foregoing capacities.
The foregoing summaries are necessarily subject to the complete text of
the Registrant's articles of association, indemnity agreements and insurance
policy referred to above and are qualified in their entirety by reference
thereto.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following documents are filed as a part of this registration
statement or incorporated by reference herein:
Exhibit
No. Description
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4.1* Memorandum of Association of Noble Corporation (incorporated by
reference to Annex B to the proxy statement/prospectus included
in Noble Corporation's Registration Statement on Form S-4
(Registration No. 333-84278) dated March 13, 2002).
4.2* Articles of Association of Noble Corporation (incorporated by
reference to Annex C to the proxy statement/prospectus included
in Noble Corporation's Registration Statement on Form S-4
(Registration No. 333-84278) dated March 13, 2002).
4.3* Specimen Noble Corporation Ordinary Share certificate
(incorporated by reference to Exhibit 3.5 of Noble Corporation's
Registration Statement on Form S-4 (Registration No. 333-84278)
dated March 13, 2002).
4.4* Rights Agreement between Noble Corporation and UMB Bank, N.A., as
Rights Agent (which includes the Form of Right Certificate as
Exhibit B thereto) (incorporated by reference to Exhibit 4.1 of
Noble Corporation's Registration Statement on Form S-4
(Registration No. 333-84278) dated March 13, 2002).
4.5* First Amendment to Rights Agreement between Noble Corporation and
UMB Bank, N.A., as Rights Agent, dated as of March 12, 2003
(filed as Exhibit 4.2 to the Registrant's Form 8-K filed on March
14, 2003 and incorporated herein by reference).
5.1 Opinion of Maples and Calder, regarding the legality of
securities to be issued by Noble Corporation.
10.1* Amendment No. 4 to the Noble Corporation 1992 Nonqualified Stock
Option Plan for Non-Employee Directors dated as of April 24,
2003, and composite copy of the Plan through such Amendment
(filed as Exhibit 10.1 to the Registrant's Form 10-Q for the
quarter ended March 31, 2003 and incorporated herein by
reference).
23.1 Consent of PricewaterhouseCoopers LLP.
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23.2 Consent of Maples and Calder (included in Exhibit 5.1).
24.1 Powers of Attorney (included in signature page hereto).
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* Incorporated herein by reference as indicated.
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 this 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; 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) of this section do
not apply if this Registration Statement is on Form S-3 or Form S-8, 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
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purposes 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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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.
(h) 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 Securities and Exchange 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 of 1933, 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 St. James, Barbados, on July 29, 2003.
NOBLE CORPORATION
By: /s/ James C. Day
--------------------------
James C. Day, Chairman and
Chief Executive Officer
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.
Each of the undersigned, in his capacity as a director or officer or
both, as the case may be, of the Registrant, does hereby appoint James C. Day,
Mark A. Jackson and Robert D. Campbell, and each of them severally, his true and
lawful attorney or attorneys with power to act with or without the other, and
with full power of substitution and resubstitution, to execute in his name,
place and stead, in his capacity as director, officer or both, as the case may
be, of the Registrant, any amendment, including post-effective amendments,
including the exhibits thereto and the prospectus or prospectuses referred to
therein, and any and all amendments thereto (including post-effective
amendments) and any registration statement for the same offering filed pursuant
to Rule 462 under the Securities Act and any supplement(s) thereto and any and
all instruments necessary or incidental in connection therewith, and to file the
same with the Securities and Exchange Commission and to appear before the
Securities and Exchange Commission in connection with any matter relating
thereto. Each of said attorneys shall have full power and authority to do and
perform in the name and on behalf of the undersigned, in any and all premises,
as fully and to all intents and purposes as the undersigned might or could do in
person, the undersigned hereby ratifying and approving the acts that said
attorneys and each of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
SIGNATURE TITLE DATE
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/s/ James C. Day Chairman and Chief Executive July 29, 2003
------------------------------------- Officer and Director
James C. Day (Principal Executive Officer
and Authorized Representative
in the United States)
/s/ Mark A. Jackson Senior Vice President - Finance, July 29, 2003
------------------------------------- Chief Financial Officer,
Mark A. Jackson Treasurer, Controller and Assistant Secretary
(Principal Financial and Accounting Officer)
/s/ Michael A. Cawley Director July 29, 2003
-------------------------------------
Michael A. Cawley
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/s/ Lawrence J. Chazen Director July 29, 2003
-------------------------------------
Lawrence J. Chazen
/s/ Luke R. Corbett Director July 29, 2003
-------------------------------------
Luke R. Corbett
/s/ Marc E. Leland Director July 29, 2003
-------------------------------------
Marc E. Leland
/s/ Jack E. Little Director July 29, 2003
-------------------------------------
Jack E. Little
/s/ William A. Sears Director July 29, 2003
-------------------------------------
William A. Sears
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INDEX TO EXHIBITS
Exhibit
No. Description
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4.1* Memorandum of Association of Noble Corporation (incorporated by
reference to Annex B to the proxy statement/prospectus included
in Noble Corporation's Registration Statement on Form S-4
(Registration No. 333-84278) dated March 13, 2002).
4.2* Articles of Association of Noble Corporation (incorporated by
reference to Annex C to the proxy statement/prospectus included
in Noble Corporation's Registration Statement on Form S-4
(Registration No. 333-84278) dated March 13, 2002).
4.3* Specimen Noble Corporation Ordinary Share certificate
(incorporated by reference to Exhibit 3.5 of Noble Corporation's
Registration Statement on Form S-4 (Registration No. 333-84278)
dated March 13, 2002).
4.4* Rights Agreement between Noble Corporation and UMB Bank, N.A., as
Rights Agent (which includes the Form of Right Certificate as
Exhibit B thereto) (incorporated by reference to Exhibit 4.1 of
Noble Corporation's Registration Statement on Form S-4
(Registration No. 333-84278) dated March 13, 2002).
4.5* First Amendment to Rights Agreement between Noble Corporation and
UMB Bank, N.A., as Rights Agent, dated as of March 12, 2003
(filed as Exhibit 4.2 to the Registrant's Form 8-K filed on March
14, 2003 and incorporated herein by reference).
5.1 Opinion of Maples and Calder, regarding the legality of
securities to be issued by Noble Corporation.
10.1* Amendment No. 4 to the Noble Corporation 1992 Nonqualified Stock
Option Plan for Non-Employee Directors dated as of April 24,
2003, and composite copy of the Plan through such Amendment
(filed as Exhibit 10.1 to the Registrant's Form 10-Q for the
quarter ended March 31, 2003 and incorporated herein by
reference).
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Maples and Calder (included in Exhibit 5.1).
24.1 Powers of Attorney (included in signature page hereto).
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* Incorporated herein by reference as indicated.
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