As filed with the Securities and Exchange Commission on August 23, 1996
Registration No. 333-
___________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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ENSCO INTERNATIONAL INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 76-0232579
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2700 FOUNTAIN PLACE
1445 ROSS AVENUE
DALLAS, TEXAS 75202-2792
(214) 922-1500
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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ENSCO INTERNATIONAL INCORPORATED
1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
(Full title of the plan)
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C. CHRISTOPHER GAUT
ENSCO International Incorporated
2700 FOUNTAIN PLACE
1445 ROSS AVENUE
DALLAS, TEXAS 75202-2792
(214) 922-1500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With a copy to:
ALBERT G. McGRATH, JR.
ENSCO International Incorporated
2700 FOUNTAIN PLACE
1445 ROSS AVENUE
DALLAS, TEXAS 75202-2792
(214) 922-1500
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CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum Amount of
Title of securities to be Amount to be offering price aggregate offering registration
registered <F1> registered per share <F2> price <F2> fee
---------------------------- -------------- ---------------- ------------------ ------------
Common Stock, $.10 par value 300,000 shares $30.50 $9,150,000 $3,155
<FN>
<F1> Shares of common stock of ENSCO International Incorporated (the
"Company"), $.10 par value per share (the "Common Stock"), being
registered hereby relate to the ENSCO International Incorporated
1996 Non-Employee Directors Stock Option Plan (the "Non Employee
Plan"). Pursuant to Rule 416 promulgated under the Securities Act
of 1933, as amended (the "Securities Act"), there are also being
registered such additional shares of Common Stock as may become
issuable pursuant to the anti-dilution provisions of the Non
Employee Plan.
<F2> Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) promulgated under the Securities
Act on the basis of the average of the high and low sale prices of
the Common Stock on August 21, 1996, as reported on the New York
Stock Exchange.
</FN>
___________________________________________________________________________
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The documents listed in (a), (b) and (c) below are hereby
incorporated by reference into this Registration Statement. All documents
subsequently filed by ENSCO International Incorporated ("ENSCO") pursuant
to Sections 13 (a), 13 (c ), 14 or 15 (d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), after the date of this Registration
Statement which indicates that all shares of common stock, par value $0.10
per share (the "Common Shares"), offered hereunder have been sold or which
deregisters all shares then remaining unsold, shall be deemed to be
incorporated by reference and to be a part hereof from the date of filing
of such documents.
1. Annual Report on Form 10-K for the year ended December 31, 1995,
as amended (the "ENSCO 1995 Form 10-K");
2. Annual Report on Form 10-K/A for the year ended December 31,
1995, filed with the Commission on May 9, 1996;
3. Annual Report on Form 10-K/A-2 for the year ended December 31,
1996, filed with the Commission on May 10, 1996;
4. Quarterly Report on Form 10-Q for the three months ended March
31, 1996;
5. Quarterly Report on Form 10-Q for the three months ended June
30, 1996;
6. All other reports filed pursuant to Section 13 (a) or 15 (d) of
the Exchange Act since the end of the fiscal year covered by the
registrant s documents referred to in 1, 2 and 3 above;
7. The description of ENSCO Common Stock contained in its
Registration Statement on Form 8-B, filed with the Commission
November 12, 1987, and the Registration Statement on Form 8-A, filed
with the Commission on February 3, 1981, as amended by Form 8, filed
with the Commission on August 22, 1985; and
8. The description of ENSCO's Preferred Share Purchase Rights
contained in its Registration Statement on Form 8-A filed with the
Commission on February 23, 1995.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware
provides generally and in pertinent part that a Delaware corporation may
indemnify its directors and officers against expenses, judgments, fines and
settlements actually and reasonably incurred by them in connection with any
civil, criminal, administrative, or investigative suit or action except
actions by or in the right of the corporation if, in connection with the
matters in issue, they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation,
and in connection with any criminal suit or proceeding, if in connection
with the matters in issue, they had no reasonable cause to believe their
conduct was unlawful. Section 145 further provides that in connection with
the defense or settlement of any action by or in the right of the
corporation, a Delaware corporation may indemnify its directors and
officers against expenses actually and reasonably incurred by them if, in
connection with the matters in issue, they acted in good faith, in a manner
they reasonably believed to be in or not opposed to the best interests of
the corporation, except that no indemnification may be made with respect to
any claim, issue or matter as to which such person has been adjudged liable
for negligence or misconduct unless the Court of Chancery or the court in
which such action or suit is brought approves such indemnification.
Section 145 further permits a Delaware corporation to grant its directors
and officers additional rights of indemnification through bylaw provisions
and otherwise, and to purchase indemnity insurance on behalf of its
directors and officers.
Article Fifteen of the ENSCO Certificate of Incorporation provides, in
general, that the Registrant must indemnify its directors and officers
under certain of the circumstances defined in Section 145, and that no
director of ENSCO will be personally liable to ENSCO or its stockholders
for monetary damages for any breach of such director's fiduciary duty, with
certain exceptions. This Article further allows ENSCO to purchase and
maintain insurance on behalf of its directors, officers, employees, or
agents and to provide for such indemnification by means of a trust fund,
security interest, letter of credit, surety bond, contract, and/or similar
arrangement. The directors and officers of ENSCO and its subsidiaries are
insured (subject to certain exceptions and deductions) against liabilities
which they may incur in their capacity as such, including liabilities under
the Securities Act, under a liability insurance policy carried by ENSCO.
ENSCO has also entered into agreements with its officers and directors
which essentially provide that ENSCO will indemnify the officers and
directors to the extent set forth in the Certificate of Incorporation and
Bylaws of ENSCO.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
None
ITEM 8. EXHIBITS
Exhibit
Number Description
------- -----------
* 4.1 ENSCO International Incorporated 1996 Non-Employee Directors
Stock Option Plan
* 5.1 Opinion of Albert G. McGrath, Jr.
*23.1 Consent of Albert G. McGrath, Jr. (included in Exhibit 5.1)
*23.2 Consent of Price Waterhouse LLP
24 Power of Attorney (included on the signature page of the
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 the 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 a 20% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
Registration Statement;
(iii) To include any material information with respect to
the Plan of Distribution not previously disclosed in the
Registration Statement or any material change to such information in
the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by 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, 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 the 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) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report, to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule14c-3 under the Securities
Exchange Act of 1934; and where interim financial information required to
be presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such
interim financial information.
(d) 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Dallas, State of Texas, on August 21, 1996.
ENSCO INTERNATIONAL INCORPORATED
By: /s/ Carl F. Thorne
---------------------------
CARL F. THORNE
Chairman of the Board
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 person whose signature appears
below hereby authorizes and appoints Carl F. Thorne, Richard A. Wilson and
C. Christopher Gaut, and each of them, either one of whom may act without
joinder of the others, as his attorney-in-fact to sign on his behalf
individually and in the capacity stated below all amendments and post-
effective amendments to this Registration Statement as that attorney-in-
fact may deem necessary or appropriate.
SIGNATURE TITLE DATE
- --------- ----- ----
Chairman of the Board,
/s/ Carl F. Thorne President,
- --------------------------- Chief Executive Officer
CARL F. THORNE and Director August 21, 1996
/s/ Richard A. Wilson Senior Vice President,
- --------------------------- Chief Operating Officer
RICHARD A. WILSON and Director August 21, 1996
/s/ C. Christopher Gaut
- --------------------------- Vice President, Chief
C. CHRISTOPHER GAUT Financial Officer August 21, 1996
/s/ H.E. Malone Vice President, Chief
- --------------------------- Accounting Officer and
H.E. MALONE Controller August 21, 1996
/s/ Craig I. Fields
- --------------------------- Director
CRAIG I. FIELDS August 21, 1996
/s/ Orville D. Gaither, Sr.
- --------------------------- Director
ORVILLE D. GAITHER, SR. August 21, 1996
/s/ Gerald W. Haddock
- --------------------------- Director
GERALD W. HADDOCK August 21, 1996
/s/ Dillard S. Hammett
- --------------------------- Director
DILLARD S. HAMMETT August 21, 1996
/s/ Thomas L. Kelly, II
- --------------------------- Director
THOMAS L. KELLY, II August 21, 1996
/s/ Morton H. Meyerson
- --------------------------- Director
MORTON H. MEYERSON August 21, 1996
EXHIBIT INDEX
Exhibit
Number Description
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4.1 ENSCO International Incorporated 1996 Non-Employee Directors
Stock Option Plan
5.1 Opinion of Albert G. McGrath, Jr.
23.2 Consent of Price Waterhouse LLP