As filed with the Securities and Exchange Commission on May 13, 2004
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM S-8
Transocean Inc.
| Cayman Islands (State or other jurisdiction of incorporation or organization) |
66-0582307 (I.R.S. Employer Identification No.) |
|
| 4 Greenway Plaza Houston, Texas (Address of Principal Executive Offices) |
77046 (Zip Code) |
Long-Term Incentive Plan
(Full title of the plan)
Eric B. Brown, Esq.
Transocean Inc.
4 Greenway Plaza
Houston, Texas 77046
(Name and address of agent for service)
(713) 232-7500
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
| Proposed maximum | Proposed maximum | |||||||||||||||||||||
| Amount to be | offering price per | aggregate offering | Amount of | |||||||||||||||||||
| Title of securities to be registered | registered | share (1) | price (1) | registration fee | ||||||||||||||||||
Ordinary Shares, par value $.01 per share |
4,000,000 | $ | 25.66 | $ | 102,640,000 | $ | 13,004.49 | |||||||||||||||
| (1) | Estimated pursuant to Rules 457(c) and (h) solely for the purpose of computing the registration fee and based upon the average of the high and low sales prices of the ordinary shares reported on the New York Stock Exchange Composite Tape on May 10, 2004. |
| ITEM 8. EXHIBITS. | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| Opinion of Walkers | ||||||||
| Consent of Ernst & Young LLP | ||||||||
| Powers of Attorney | ||||||||
This Registration Statement is being filed by Transocean Inc. (“Transocean”) pursuant to General Instruction E of Form S-8 under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-8 (Registration No. 333-94543) filed with the Securities and Exchange Commission (the “SEC”) on January 12, 2000 are incorporated herein by reference.
ITEM 8. EXHIBITS.
*4.1
|
— | Long-Term Incentive Plan of Transocean, as amended and restated effective February 12, 2004 (incorporated by reference to Appendix B to Transocean’s Definitive Proxy Statement on Schedule 14A filed with the SEC on March 19, 2004) | ||
5.1
|
— | Opinion of Walkers, regarding the legality of securities to be issued by Transocean | ||
23.1
|
— | Consent of Ernst & Young LLP | ||
23.2
|
— | Consent of Walkers (contained in Exhibit 5.1) | ||
24.1
|
— | Powers of Attorney |
* Incorporated herein by reference as indicated.
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 the City of Houston, State of Texas, on May 13, 2004.
| TRANSOCEAN INC. |
||||
| By: | /s/ Robert L. Long | |||
| Robert L. Long | ||||
| President 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 indicated on May 13, 2004.
| Signature |
Title |
|
*
J. Michael Talbert |
Chairman of the Board of Directors | |
/s/ Robert L. Long
Robert L. Long |
President, Chief Executive Officer and Director (Principal Executive Officer) |
|
/s/ Gregory L. Cauthen
Gregory L. Cauthen |
Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
|
*
Victor E. Grijalva |
Director | |
*
Arthur Lindenauer |
Director | |
*
Paul B. Loyd, Jr. |
Director | |
*
Martin B. McNamara |
Director | |
*
Roberto Monti |
Director | |
*
Richard A. Pattarozzi |
Director | |
*
Kristian Siem |
Director | |
*
Robert M. Sprague |
Director | |
*
Ian C. Strachan |
Director | |
| * By: | /s/ William E. Turcotte | |||
| William E. Turcotte | ||||
| (Attorney-in-Fact) | ||||
EXHIBIT INDEX
| Exhibit No. |
Description |
|||
*4.1
|
— | Long-Term Incentive Plan of Transocean, as amended and restated effective February 12, 2004 (incorporated by reference to Appendix B to Transocean’s Definitive Proxy Statement on Schedule 14A filed with the SEC on March 19, 2004) | ||
5.1
|
— | Opinion of Walkers, regarding the legality of securities to be issued by Transocean | ||
23.1
|
— | Consent of Ernst & Young LLP | ||
23.2
|
— | Consent of Walkers (contained in Exhibit 5.1) | ||
24.1
|
— | Powers of Attorney |
*Incorporated herein by reference as indicated.