As filed with the Securities and Exchange Commission on May 15, 2002
Registration No. 333-80511
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
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 1991 STOCK OPTION AND RESTRICTED STOCK PLAN
(Full Title of the Plan)
Robert D. Campbell
President
Noble Corporation
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)
Copy to:
David L. Emmons
Baker Botts L.L.P.
2001 Ross Avenue, Suite 700
Dallas, Texas 75201-2980
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EXPLANATORY NOTE
Reorganization of Noble Drilling Corporation to Cayman Islands.
This Post-Effective Amendment No. 1 to Registration Statement on Form
S-8, File No. 333-80511, is being filed pursuant to Rule 414 under the
Securities Act of 1933, as amended (the "Securities Act"), by Noble Corporation,
a Cayman Islands exempted company limited by shares ("Noble-Cayman"), 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 Noble-Cayman. 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$.10 per
share ("Ordinary Shares"), of Noble-Cayman (and related preferred share purchase
right) for each share of Noble-Delaware common stock (and related preferred
stock purchase right) held by such person. Pursuant to the Reorganization, the
Noble Drilling Corporation 1991 Stock Option and Restricted Stock Plan was
renamed the "Noble Corporation 1991 Stock Option and Restricted Stock Plan" (the
"Plan") and was assumed by Noble-Cayman. Ordinary Shares will henceforth be
issuable under the Plan in lieu of common stock of Noble-Delaware. Noble-Cayman
hereby expressly adopts the Registration Statement on Form S-8 (File No.
333-80511) filed by Noble-Delaware with the Securities and Exchange Commission
as its own Registration Statement for all purposes of the Securities Act and the
Securities Exchange Act of 1934, as amended.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which Noble-Delaware and Noble-Cayman have
filed with the Commission pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated in this Post-Effective Amendment
by reference and shall be deemed to be a part hereof:
1. Noble-Delaware's Annual Report on Form 10-K for the fiscal
year ended December 31, 2001;
2. The Current Reports of Noble-Delaware filed on Form 8-K dated
January 31, 2002, April 24, 2002 and May 6, 2002; and
3. The description of the ordinary shares of Noble-Cayman, par
value US$.10 per share, contained in Noble-Cayman's
Registration Statement on Form 8-A, dated April 25, 2002.
All documents filed by Noble-Cayman with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Post-Effective Amendment and prior to the filing of any further
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 in this Post-Effective
Amendment by reference and to be a part hereof from the date of filing of such
documents.
Any statement contained in this Post-Effective Amendment, in any
amendment hereto or in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Post-Effective
Amendment to the extent that a statement contained herein or in any
subsequently-filed supplement to this Post-Effective Amendment 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 Post-Effective
Amendment.
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.
Noble-Cayman's articles of association provide the following:
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Article 111 of Noble-Cayman's articles of association provides that no
Noble-Cayman director will be personally liable to Noble-Cayman 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 Noble-Cayman
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.
Article 112 of Noble-Cayman's articles of association provides that
Noble-Cayman 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 Noble-Cayman), by reason of the fact that such
person is or was a director, officer, employee or agent of Noble-Cayman, or is
or was serving at the request of Noble-Cayman 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 Noble-Cayman, 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 Noble-Cayman, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that such person's conduct
was unlawful.
Article 113 of Noble-Cayman's articles of association provides that
Noble-Cayman 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 Noble-Cayman 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
Noble-Cayman, or is or was serving at the request of Noble-Cayman 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
Noble-Cayman, 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 Noble-Cayman 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 the such court shall deem proper.
Any indemnification under Article 112 or Article 113 of Noble-Cayman's
articles of association (unless ordered by a court) shall be made by
Noble-Cayman 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 Noble-Cayman'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 Noble-Cayman members.
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To the extent that a present or former director or officer of
Noble-Cayman 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 Noble-Cayman in
advance of the final disposition of such action, suit or proceeding upon receipt
by Noble-Cayman 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 Noble-Cayman under its articles of
association or otherwise. Such expenses (including attorneys' fees) incurred by
present or former employees or agents of Noble-Cayman other than officers or
directors may be so paid upon such terms and conditions, if any, as Noble-Cayman
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.
Noble-Cayman has entered into an indemnity agreement with each of its
directors and officers to supplement the indemnification protection available
under Noble-Cayman's articles of association referred to above. These indemnity
agreements generally provide that Noble-Cayman will indemnify the parties
thereto to the fullest extent permitted by law.
Noble-Cayman 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
Noble-Cayman's articles of association and the indemnity agreements 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).
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*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).
5.1 Opinion of Maples and Calder, regarding the legality of
securities to be issued by Noble Corporation.
10.1 Amendment to the Noble Drilling Corporation 1991 Stock Option
and Restricted Stock Plan.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Maples and Calder (included in Exhibit 5.1).
24.1 Powers of Attorney.
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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, 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
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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.
(4) 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.
(5) 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, Noble
Corporation 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
Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Sugar Land, State of Texas, on May
14, 2002.
NOBLE CORPORATION
By: /s/ Robert D. Campbell
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Robert D. Campbell, President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement on Form S-8 has been
signed by the following persons in the capacities indicated on May 14, 2002.
SIGNATURE TITLE
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/s/ James C. Day Chairman and Chief Executive Officer and Director
--------------------------------------------------- (Principal Executive Officer)
James C. Day
/s/ Robert D. Campbell President and Director
---------------------------------------------------
Robert D. Campbell
/s/ Mark A. Jackson Senior Vice President - Finance, Chief Financial Officer,
--------------------------------------------------- Treasurer, Controller and Assistant Secretary
Mark A. Jackson (Principal Financial and Accounting Officer)
Director
---------------------------------------------------
Michael A. Cawley*
Director
---------------------------------------------------
Lawrence J. Chazen*
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Luke R. Corbett* Director
Director
---------------------------------------------------
Marc E. Leland*
Director
---------------------------------------------------
Jack E. Little*
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SIGNATURE TITLE
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Director
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William A. Sears*
*By: /s/ Robert D. Campbell
---------------------------------------------
Robert D. Campbell, Attorney-in-Fact
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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).
5.1 Opinion of Maples and Calder, regarding the legality of
securities to be issued by Noble Corporation.
10.1 Amendment to the Noble Drilling Corporation 1991 Stock Option
and Restricted Stock Plan.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Maples and Calder (included in Exhibit 5.1).
24.1 Powers of Attorney.
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* Incorporated herein by reference as indicated.
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