AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 25, 2001.
REGISTRATION NO. 333-________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TRITON ENERGY LIMITED
(Exact name of registrant as specified in its charter)
CAYMAN ISLANDS NONE
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
CALEDONIAN HOUSE
JENNETT STREET
P. O. BOX 1043
GEORGETOWN
GRAND CAYMAN, CAYMAN ISLANDS NONE
(Address of principal executive offices) (Zip Code)
------------------
TRITON ENERGY LIMITED 2001 SHARE INCENTIVE PLAN
(Full title of the plans)
THOMAS J. MURPHY
TRITON ENERGY CORPORATION
6688 NORTH CENTRAL EXPRESSWAY, SUITE 1400
DALLAS, TEXAS 75206
(Name and address of agent for service)
(214) 691-5200
(Telephone number, including
area code, of agent for service)
___________________________
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED(1) REGISTERED SHARE (2) PRICE (2) REGISTRATION FEE
Ordinary Shares,
$01.par value per
share 1,000,000 $26.40 $26,400,000 $6,600
(1) Pursuant to Rule 416, this Registration Statement also covers such
indeterminable number of the Registrant's ordinary shares as may be issuable
pursuant to the antidilution provisions of the Plan.
(2) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rules 457(c) and 457(h), the offering price and registration fee are
computed on the basis of the average of the high and low prices of the Ordinary
Shares, as reported by the New York Stock Exchange, on May 23, 2001.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by Triton Energy Limited
(the "Company") with the Securities and Exchange Commission (the "Commission"),
are incorporated herein by reference and made a part hereof:
- The Company's annual report on Form 10-K for the fiscal year ended
December 31, 2000 (SEC file number 1-11675);
- The Company's quarterly report on Form 10-Q for the quarter ended March
31, 2001 (SEC file number 1-11675);
- The Company's current reports on Form 8-K filed on January 4, 2001,
February 1, 2001, March 28, 2001; April 25, 2001; and May 14, 2001
(SEC file number 1-11675);
- The Company's definitive proxy statement (filed on March 30, 2001); and
- the description of the ordinary shares contained in the Company's
Registration Statement on Form 8-A dated March 25, 1996, as amended
by Form 8-A/A, dated August 14, 1996, Form 8-A/A dated October 2, 1998,
and Form 8-A/A dated January 31, 1999 (SEC file number 1-11675).
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all of the ordinary
shares ("Shares") offered hereunder have been sold or which deregisters all of
such Shares then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters in connection with the validity of the ordinary
shares offered hereby have been passed upon for the Company by Thomas J. Murphy,
General Counsel for the Company. Mr. Murphy owns ordinary shares of the Company
and options to purchase ordinary shares.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is a Cayman Islands company. Article XXXIII of the Company's
Articles of Association contains provisions with respect to indemnification of
the Company's officers and directors. Such provisions provide that the Company
shall indemnify, in accordance with and to the full extent now or hereafter
permitted by law, 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 (including, without
limitation, an action by or in the right of the Company), by reason of his
acting as a director, officer, employee or agent of, or his acting in any other
capacity for or on behalf of, the Company, against any liability or expense
actually and reasonably incurred by such person in respect thereof. The Company
shall also advance the expenses of defending any such act, suit or proceeding in
accordance with and to the full extent now or hereafter permitted by law. Such
indemnification and advancement of expenses are not exclusive of any other right
to indemnification or advancement of expenses provided by law or otherwise. The
Articles of Association also provide that except under certain circumstances,
directors of the Company shall not be personally liable to the Company or its
shareholders for monetary damages for breach of fiduciary duties as a director.
The Companies Law (2000 Revision) of the Cayman Islands does not set out
any specific restrictions on the ability of a company to indemnify officers or
directors. However, the application of basic principles and certain Commonwealth
case law which is likely to be persuasive in the Cayman Islands, would indicate
that indemnification is generally permissible except in the event that there had
been fraud or willful default on the part of the officer or director or reckless
disregard of his duties and obligations to the Company.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-8, including those incorporated herein by
reference.
Exhibit
No. Description of Exhibit
- ---- ------------------------
3.1 Memorandum of Association (previously filed as an exhibit to the Company's
Registration Statement on Form S-3 (No 333-08005) and incorporated
herein by reference)
3.2 Articles of Association (previously filed as an exhibit to the Company's
Registration Statement on Form S-3 (No 333-08005) and incorporated
herein by reference)
4.1 Specimen Share Certificate of Ordinary Shares, $.01 par value, of the
Company (previously filed as an exhibit to the Company's Registration
Statement on Form 8-A dated March 25, 1996, and incorporated herein
by reference)
4.2 Rights Agreement dated as of March 25, 1996, between Triton and The
Chase Manhattan Bank, as Rights Agent, including, as Exhibit A thereto,
Resolutions establishing the Junior Preference Shares (previously filed
as an exhibit to the Company's Registration Statement on Form S-3
(No 333-08005) and incorporated herein by reference)
4.3 Resolutions Authorizing the Company's 5% Convertible Preference Shares
(previously filed as an exhibit to the Company's and Triton Energy
Corporation's Registration Statement on Form S-4 (No. 333-923) and
incorporated herein by reference)
4.4 Amendment No. 1 to Rights Agreement dated as of August 2,1996,
between Triton Energy Limited and The Chase Manhattan Bank, as
Rights Agent(previously filed as an exhibit to the Company's
Registration Statement on Form 8-A/A (Amendment No. 1) dated August 14,
1996, and incorporated herein by reference)
4.5 Amendment No. 2 to Rights Agreement dated as of August 30, 1998,
between Triton Energy Limited and The Chase Manhattan Bank, as Rights
Agent (previously filed as an exhibit to the Company's Registration
Statement on Form 8-A/A (Amendment No.2) dated October 2, 1998, and
incorporated herein by reference)
4.6 Unanimous Written Consent of the Board of Directors authorizing a
Series of Preference Shares (previously filed as an exhibit to the
Company's Quarterly Report on Form 10-Q for the quarter ended September
30, 1998, and incorporated herein by reference.)
4.7 Amendment No. 3 to Rights Agreement dated as of January 5,1999, between
Triton Energy Limited and The Chase Manhattan Bank, as Rights Agent
(previously filed as an exhibit to the Company's Registration Statement
on Form 8-A/A (Amendment No.3) dated January 31, 1999, and incorporated
herein by reference)
5.1* Opinion of General Counsel.
23.1* Consent of PricewaterhouseCoopers LLP.
23.2* Consent of DeGolyer and MacNaughton.
23.3* Consent of Netherland, Sewell & Associates, Inc.
23.4* Consent of General Counsel (included in his opinion filed as Exhibit 5.1
to this Registration Statement)
24* Power of Attorney (included in the signature page of this 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;
(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 with or furnished to the
Commission by the Company 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) 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 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 Act and will be governed by the final adjudication of
such issue.
POWER OF ATTORNEY
Each person whose signature appears below authorizes James C. Musselman,
A.E. Turner, III, and W. Greg Dunlevy, or any of them, to execute in the name of
each such person who is then an officer or director of the Registrant and to
file any amendments to this Registration Statement necessary or advisable to
enable the Registrant to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities and Exchange
Commission, in respect thereof, in connection with the registration of the
securities which are the subject of this Registration Statement, which
amendments may make such changes in the Registration Statement as such attorney
may deem appropriate.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 May 25, 2001.
TRITON ENERGY LIMITED
By:/s/James C. Musselman
-----------------------
James C. Musselman, President and
Chief Executive Officer
/s/W. Greg Dunlevy
-----------------------
W. Greg Dunlevy, Senior Vice
President, Chief Financial Officer
and Treasurer (Principal Financial
and Accounting Officer)
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed on May 15, 2001 by the following persons in the
capacities indicated.
SIGNATURE TITLE
--------- -----
--------------------------- Chairman of the Board of Directors
(Thomas O. Hicks)
/s/ James C. Musselman
- ---------------------------- President, Chief Executive Officer and
(James C. Musselman) Director (Principal Executive Officer)
/s/ Tom C. Davis
- ---------------------------- Director
(Tom C. Davis)
/s/ Sheldon R. Erikson
- ---------------------------- Director
(Sheldon R. Erikson)
/s/ Jack D. Furst
- ---------------------------- Director
(Jack D. Furst)
- ---------------------------- Director
(John R. Huff)
/s/ Michael E. McMahon
- ---------------------------- Director
(Michael E. McMahon)
/s/ Lamar Norsworthy
- ---------------------------- Director
(Lamar Norsworthy)
/s/ C. Richard Vermillion
- ---------------------------- Director
(C. Richard Vermillion)
/s/ J. Otis Winters
- ---------------------------- Director
(J. Otis Winters)
INDEX TO EXHIBITS
Exhibit
No. Description of Exhibit
- ---- ------------------------
3.1 Memorandum of Association (previously filed as an exhibit to the Company's
Registration Statement on Form S-3 (No 333-08005) and incorporated
herein by reference)
3.2 Articles of Association (previously filed as an exhibit to the Company's
Registration Statement on Form S-3 (No 333-08005) and incorporated
herein by reference)
4.1 Specimen Share Certificate of Ordinary Shares, $.01 par value, of the
Company (previously filed as an exhibit to the Company's Registration
Statement on Form 8-A dated March 25, 1996, and incorporated herein
by reference)
4.2 Rights Agreement dated as of March 25, 1996, between Triton and The
Chase Manhattan Bank, as Rights Agent, including, as Exhibit A thereto,
Resolutions establishing the Junior Preference Shares (previously filed
as an exhibit to the Company's Registration Statement on Form S-3
(No 333-08005) and incorporated herein by reference)
4.3 Resolutions Authorizing the Company's 5% Convertible Preference Shares
(previously filed as an exhibit to the Company's and Triton Energy
Corporation's Registration Statement on Form S-4 (No. 333-923) and
incorporated herein by reference)
4.4 Amendment No. 1 to Rights Agreement dated as of August 2,1996,
between Triton Energy Limited and The Chase Manhattan Bank, as
Rights Agent(previously filed as an exhibit to the Company's
Registration Statement on Form 8-A/A (Amendment No. 1) dated August 14,
1996, and incorporated herein by reference)
4.5 Amendment No. 2 to Rights Agreement dated as of August 30, 1998,
between Triton Energy Limited and The Chase Manhattan Bank, as Rights
Agent (previously filed as an exhibit to the Company's Registration
Statement on Form 8-A/A (Amendment No.2) dated October 2, 1998, and
incorporated herein by reference)
4.6 Unanimous Written Consent of the Board of Directors authorizing a
Series of Preference Shares (previously filed as an exhibit to the
Company's Quarterly Report on Form 10-Q for the quarter ended September
30, 1998, and incorporated herein by reference.)
4.7 Amendment No. 3 to Rights Agreement dated as of January 5,1999, between
Triton Energy Limited and The Chase Manhattan Bank, as Rights Agent
(previously filed as an exhibit to the Company's Registration Statement
on Form 8-A/A (Amendment No.3) dated January 31, 1999, and incorporated
herein by reference)
5.1* Opinion of General Counsel.
23.1* Consent of PricewaterhouseCoopers LLP.
23.2* Consent of DeGolyer and MacNaughton.
23.3* Consent of Netherland, Sewell & Associates, Inc.
23.4* Consent of General Counsel (included in his opinion filed as Exhibit 5.1
to this Registration Statement)
24* Power of Attorney (included in the signature page of this registration
statement)
___________________
* Filed herewith.