As filed with the Securities and Exchange Commission on July 7, 1998
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 Identification No.)
incorporation or organization)
2700 Fountain Place
1445 Ross Avenue
Dallas, Texas 75202-2792
(Address of principal executive offices) (Zip Code)
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ENSCO INTERNATIONAL INCORPORATED
1998 INCENTIVE PLAN
(Full title of the plan)
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C. Christopher Gaut
Vice President-Finance and Chief Financial Officer
ENSCO International Incorporated
2700 Fountain Place
1445 Ross Avenue
Dallas, Texas 75202-2792
(214) 922-1500
(Name and address of agent for service)
with a copy to:
Daniel W. Rabun
Baker & McKenzie
2001 Ross Avenue, Suite 4500
Dallas, Texas 75201
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum Amount of
Title of securities to Amount to offering price aggregate offering registration
be registered <F1> be registered per share <F2> price <F2> fee
- -------------------------------- ----------------- ---------------- ------------------ ------------
Common Stock, par value
$.10 per Share 11,300,000 Shares $ 17.40625 $ 196,690,625 $ 58,024
Preferred Share
Purchase Rights <F3> 11,300,000 Rights N/A N/A N/A
_________________________________________________________________________________________________________________________________
<FN>
<F1> Shares of common stock of ENSCO International Incorporated (the
"Company"), par value $.10 per share (including the preferred share
purchase rights attaching thereto, the "Common Stock"), being registered
hereby relate to the ENSCO International Incorporated 1998 Incentive Plan
(the "Plan"). Pursuant to Rule 416(c) 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 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 June 29, 1998, as reported on the New York Stock Exchange.
<F3> In accordance with Rule 457(g), no additional registration fee is required
in respect of preferred share purchase rights.
</FN>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The documents listed below are hereby incorporated by reference into this
Registration Statement. All documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective amendment
to the Registration Statement which indicates that all shares of Common Stock
offered hereunder have been sold or which deregisters all shares then remaining
unsold, shall be deemed to be incorporated herein by reference and to be a part
hereof from the date of filing of such documents.
(a) The Company's Annual Report on Form 10-K, as amended, for the fiscal
year ended December 31, 1997;
(b) The Company's Proxy Statement filed with the Securities and Exchange
Commission (the "Commission") dated March 27, 1998;
(c) The Company's Quarterly Report on Form 10-Q for the three months ended
March 31, 1998;
(d) The description of the Company's Common Stock as contained in the
Company's Registration Statement on Form 8-B filed with the Commission
on November 12, 1987, and the Registration Statement on Form 8-A filed
with the Commission on February 3, 1981, each as amended, including
all amendments and reports filed for the purpose of updating such
description; and
(e) The description of the Company's Preferred Share Purchase Rights as
contained in the Company's Registration Statement on Form 8-A filed
with the Commission on February 23, 1995, as amended, including all
amendments and reports filed for the purpose of updating such
description.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interest of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Section 145 of the DGCL provides that a director or officer of a
corporation (i) shall be indemnified by the corporation for all expenses of
litigation or other legal proceedings brought against such person by reason of
the fact that such person is or was a director or an officer of the corporation
when he is successful on the merits, (ii) may be indemnified by the corporation
for the expenses, judgments, fines, and amounts paid in settlement of such
litigation (other than a derivative suit) even if he is not successful on the
merits if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation (and, in the case of a
criminal proceeding, had no reason to believe his conduct was unlawful), and
(iii) may be indemnified by the corporation for expenses of a derivative suit (a
suit by a stockholder alleging a breach by a director or officer of a duty owed
to the corporation), even if he is not successful on the merits, if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, provided that no such indemnification may be
made in accordance with this clause (iii) if the director or officer is adjudged
liable to the corporation, unless a court determines that, despite such
adjudication but in view of all circumstances, he is fairly and reasonably
entitled to indemnification of such expenses. The indemnification described in
clauses (ii) and (iii) above shall be made only upon order by a court or a
determination by (a) a majority of directors who are not parties to such action,
(b) a majority vote of a committee consisting of such disinterested directors,
(c) independent legal counsel in a written opinion if no such disinterested
directors exist, or if such disinterested directors so direct, or (d) the
stockholders, that indemnification is proper because the applicable standard of
conduct is met. Expenses incurred by a director or officer in defending an
action may be advanced by the corporation prior to the final disposition of such
action upon receipt of an undertaking by such director or officer to repay such
expenses if it is ultimately determined that he is not entitled to be
indemnified in connection with the proceeding to which the expenses relate.
Article 15 of the Company's Certificate of Incorporation provides, in
general, that the Company must indemnify its directors and officers under
certain of the circumstances defined in Section 145 of the DGCL, and that no
director of the Company will be personally liable to the Company or its
stockholders for monetary damages for any breach of such director's fiduciary
duty, with certain exceptions. Article 15 further allows the Company to purchase
and maintain insurance on behalf of the Company's 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 the Company 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 the Company. The
Company has also entered into agreements with its officers and directors which
essentially provide that the Company will indemnify the officers and directors
to the extent set forth in the Company's Certificate of Incorporation and
Bylaws.
Article VII, Section 7 of the Company's Bylaws provide that the Company
must indemnify its officers, directors, employees and agents to the fullest
extent permitted by the DGCL.
Item 7. Exemption from Registration Claimed.
None.
Item 8. Exhibits.
The following are filed as exhibits to this Registration Statement:
Exhibit No. Description
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4.1 ENSCO International Incorporated 1998 Incentive Plan.*
4.2 Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1997, File No. 1-8097).
4.3 Bylaws of the Company, as amended (incorporated by
reference to Exhibit 3.2 to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1992, File No.
1-8097).
4.4 Rights Agreement, dated February 21, 1995, between the Company
and American Stock Transfer & Trust Company, as Rights Agent,
which includes as Exhibit A the Form of Certificate of
Designations of Series A Junior Participating Preferred Stock
of ENSCO International Incorporated, as Exhibit B the Form of
Right Certificate, and as Exhibit C the Summary of Rights to
Purchase Shares of Preferred Stock of ENSCO International
Incorporated (incorporated by reference to Exhibit 4 to
Registrant's Form 8-K dated February 21, 1995, File No.
1-8097).
4.5 First Amendment to Rights Agreement, dated March 3, 1997,
between ENSCO International Incorporated and American Stock
Transfer & Trust Company, as Rights Agent (incorporated by
reference to Exhibit 4.2 to the Registrant's Current Report on
Form 8-K dated March 3, 1997, File No. 1-8097).
4.6 Certificate of Designation of Series A Junior Participating
Preferred Stock of the Company (incorporated by reference to
Exhibit 4.6 to the Registrant's Annual Report on Form 10-K/A
for the year ended December 31, 1995, File No. 1-8097).
5.1 Opinion of Baker & McKenzie*
23.1 Consent of Baker & McKenzie (see Exhibit 5.1)*
23.2 Consent of Independent Accountants*
24.1 Power of Attorney (included on the signature page of the
Registration Statement)*
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* 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 this
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 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
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 Commission by the
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 herein, 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) 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, 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 Dallas, State of Texas, on June 30, 1998.
ENSCO INTERNATIONAL INCORPORATED
By: /s/ Carl F.Thorne
------------------------------------
Carl F. Thorne
Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes Carl F.
Thorne, Richard A. Wilson and C. Christopher Gaut, and each of them, any one of
whom may act without joinder of the others, to file one or more amendments
(including post-effective amendments) to this registration statement, which
amendments may make such changes in this registration statement as each of them
deems appropriate, and each such person hereby appoints Carl F. Thorne, Richard
A. Wilson and C. Christopher Gaut, and each of them, any one of whom may act
without the joinder of the others, attorney-in-fact to execute in the name and
on behalf of the Company and any such person, individually and in each capacity
stated below, any such amendments to this registration statement.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on
the date indicated.
Signature Title Date
--------- ----- ----
/s/ Carl F. Thorne Chairman of the Board, June 30, 1998
----------------------- President and Chief Executive
Carl F. Thorne Officer(Principal Executive
Officer)
/s/ Richard A. Wilson Director,Senior Vice June 30, 1998
----------------------- President and Chief Operating
Richard A. Wilson Officer
/s/ C. Christopher Gaut Vice President--Finance and June 30, 1998
----------------------- Chief Financial Officer
C. Christopher Gaut (Principal Financial Officer)
/s/ H. E. Malone Vice President-Controller and June 30, 1998
----------------------- Chief Accounting Officer
H. E. Malone (Principal Accounting Officer)
/s/ Craig I. Fields Director June 30, 1998
-----------------------
Craig I. Fields
/s/ Orville D.Gaither,Sr. Director June 30, 1998
-----------------------
Orville D.Gaither,Sr.
/s/ Gerald W. Haddock Director June 30, 1998
-----------------------
Gerald W. Haddock
/s/ Dillard S. Hammett Director June 30, 1998
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Dillard S. Hammett
/s/ Thomas L. Kelly II Director June 30, 1998
-----------------------
Thomas L. Kelly II
/s/ Morton H. Meyerson Director June 30, 1998
-----------------------
Morton H. Meyerson
EXHIBIT INDEX
Exhibit No. Description
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4.1 ENSCO International Incorporated 1998 Incentive Plan.*
4.2 Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1997, File No. 1-8097).
4.3 Bylaws of the Company, as amended (incorporated by
reference to Exhibit 3.2 to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1992, File No.
1-8097).
4.4 Rights Agreement, dated February 21, 1995, between the Company
and American Stock Transfer & Trust Company, as Rights Agent,
which includes as Exhibit A the Form of Certificate of
Designations of Series A Junior Participating Preferred Stock
of ENSCO International Incorporated, as Exhibit B the Form of
Right Certificate, and as Exhibit C the Summary of Rights to
Purchase Shares of Preferred Stock of ENSCO International
Incorporated (incorporated by reference to Exhibit 4 to
Registrant's Form 8-K dated February 21, 1995, File No.
1-8097).
4.5 First Amendment to Rights Agreement, dated March 3, 1997,
between ENSCO International Incorporated and American Stock
Transfer & Trust Company, as Rights Agent (incorporated by
reference to Exhibit 4.2 to the Registrant's Current Report on
Form 8-K dated March 3, 1997, File No. 1-8097).
4.6 Certificate of Designation of Series A Junior Participating
Preferred Stock of the Company (incorporated by reference to
Exhibit 4.6 to the Registrant's Annual Report on Form 10-K/A
for the year ended December 31, 1995, File No.1-8097).
5.1 Opinion of Baker & McKenzie*
23.1 Consent of Baker & McKenzie (see Exhibit 5.1)*
23.2 Consent of Independent Accountants*
24.1 Power of Attorney (included on the signature page of the
Registration Statement)*
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* filed herewith