As filed with the Securities and Exchange Commission on June 23, 2004
Registration No. 33-50270
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
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 DRILLING CORPORATION 401(k) SAVINGS PLAN
(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)
Copy to:
David L. Emmons
Baker Botts L.L.P.
2001 Ross Avenue, Suite 700
Dallas, Texas 75201-2980
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1
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 2 to Form S-8 relates to the
Registration Statement on Form S-8 (File No. 33-50270) under the Securities Act
of 1933, as amended, filed with the Securities and Exchange Commission (the
"Commission") on July 31, 1992 (the "Registration Statement"), as amended by
Post-Effective Amendment No. 1 to Form S-8 filed with the Commission on May 15,
2002, of Noble Corporation, a Cayman Islands exempted company limited by shares
("Noble"), as successor issuer to Noble Drilling Corporation, a Delaware
corporation, covering ordinary shares, par value US$0.10 per share ("Ordinary
Shares"), of Noble (and related preferred share purchase rights) and an
indeterminate amount of plan interests to be issued under the Noble Drilling
Corporation 401(k) Savings Plan, formerly the Noble Drilling Corporation Thrift
Plan (the "Plan"). Noble is filing this Post-Effective Amendment No. 2 to Form
S-8 to deregister all securities, including all plan interests and Ordinary
Shares (and related preferred share purchase rights), that were registered under
the Registration Statement but remain unissued under the Plan as of the date
this Post-Effective Amendment No. 2 to Form S-8 is filed with the Commission.
2
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. 2 to Registration Statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Sugar Land, State of Texas, on June 22, 2004.
NOBLE CORPORATION
By: /s/ Mark A. Jackson
-----------------------------------
Mark A. Jackson, Senior Vice
President, Chief Financial Officer,
Treasurer, Controller and
Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 to Registration Statement on Form S-8 has been
signed by the following persons in the capacities indicated on June 22, 2004.
SIGNATURE TITLE
--------- -----
/s/ James C. Day Chairman and Chief Executive Officer
-------------------------------------- and Director (Principal Executive
James C. Day Officer and Authorized Representative
in the United States)
/s/ Mark A. Jackson Senior Vice President, Chief Financial
-------------------------------------- Officer, Treasurer, Controller and
Mark A. Jackson Assistant Secretary (Principal
Financial and Accounting Officer)
* Director
--------------------------------------
Michael A. Cawley
* Director
--------------------------------------
Lawrence J. Chazen
* Director
--------------------------------------
Luke R. Corbett
* Director
--------------------------------------
Marc E. Leland
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SIGNATURE TITLE
--------- -----
* Director
--------------------------------------
Jack E. Little
-------------------------------------- Director
Mary P. Ricciardello
* Director
--------------------------------------
William A. Sears
*By: /s/ Robert D. Campbell
--------------------------------
Robert D. Campbell, Attorney-in-Fact
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
Noble Drilling Corporation Employee Benefits Committee has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Sugar Land, State of Texas, on June 22, 2004.
NOBLE DRILLING CORPORATION 401(k)
SAVINGS PLAN
By: Noble Drilling Corporation
Employee Benefits Committee
By: /s/ Marsha L. Galvan
-------------------------------------
Marsha L. Galvan
Member of Employee Benefits Committee
By: /s/ Michael N. Lamb
-------------------------------------
Michael N. Lamb
Member of Employee Benefits Committee
By: /s/ Thomas M. Madden
-------------------------------------
Thomas M. Madden
Member of Employee Benefits Committee
By: /s/ Thomas F. O'Rourke
-------------------------------------
Thomas F. O'Rourke
Member of Employee Benefits Committee
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By: /s/ Julie J. Robertson
-------------------------------------
Julie J. Robertson
Member of Employee Benefits Committee
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INDEX TO EXHIBITS
Exhibit
Number Description
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24.1+ Powers of Attorney.
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+ Previously filed.
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