0001104659-17-015742.txt : 20170310 0001104659-17-015742.hdr.sgml : 20170310 20170310120826 ACCESSION NUMBER: 0001104659-17-015742 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170310 DATE AS OF CHANGE: 20170310 EFFECTIVENESS DATE: 20170310 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARAGON OFFSHORE PLC CENTRAL INDEX KEY: 0001594590 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 981146017 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-203980 FILM NUMBER: 17680954 BUSINESS ADDRESS: STREET 1: 3151 BRIARPARK DRIVE STREET 2: SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: 44 20 3300 2300 MAIL ADDRESS: STREET 1: 3151 BRIARPARK DRIVE STREET 2: SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77042 FORMER COMPANY: FORMER CONFORMED NAME: PARAGON OFFSHORE LTD. DATE OF NAME CHANGE: 20140211 FORMER COMPANY: FORMER CONFORMED NAME: NOBLE SPINCO LTD. DATE OF NAME CHANGE: 20131218 S-8 POS 1 a17-8154_4s8pos.htm S-8 POS

 

As filed with the Securities and Exchange Commission on March 10, 2017

Registration No. 333-198139

Registration No. 333-198140

Registration No. 333-203979

Registration No. 333-203980

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-198139

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-198140

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-203979

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-203980

 

PARAGON OFFSHORE plc

(Exact name of registrant as specified in its charter)

 

England and Wales

 

98-1146017

(State of Incorporation)

 

(IRS Employer Identification No.)

 

 

 

3151 Briarpark Drive, Suite 700
Houston, Texas

 

77042

(Address of Principal Executive Offices)

 

(Zip Code)

 

Paragon Offshore plc 2014 Director Omnibus Plan

Paragon Offshore plc 2014 Employee Omnibus Incentive Plan

Paragon Offshore plc 2014 Director Omnibus Plan (Amended and Restated)

Paragon Offshore plc 2014 Employee Omnibus Incentive Plan (Amended and Restated)

(Full title of the plan)

 

Todd D. Strickler

Vice President, General Counsel and Corporate Secretary

3151 Briarpark Drive, Suite 700

Houston, Texas 77042

(832) 783-4035

(Name, address and telephone number, including

area code, of agent for service)

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

 

Large accelerated filer o

Accelerated filer x

 

 

Non-accelerated filer o (Do not check if a smaller reporting company)

Smaller reporting company o

 

 

 


 

DEREGISTRATION OF UNSOLD SECURITIES

 

These Post-Effective Amendments (the “Post-Effective Amendments”) filed by Paragon Offshore plc (the “Company”), deregister all shares of the Company’s ordinary shares, $0.01 par value per share (the “Shares”), remaining unissued under the following Registration Statements on Form S-8 (each, a “Registration Statement” and collectively, the “Registration Statements”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”):

 

·                  Registration Statement on Form S-8 (No. 333-198139), pertaining to the registration of an aggregate of 500,000 Shares, issuable under the Paragon Offshore plc 2014 Director Omnibus Plan, filed with the Commission on August 14, 2014.

 

·                  Registration Statement on Form S-8 (No. 333-198140), pertaining to the registration of an aggregate of 8,475,340 Shares, issuable under the Paragon Offshore plc 2014 Employee Omnibus Incentive Plan, filed with the Commission on August 14, 2014.

 

·                  Registration Statement on Form S-8 (No. 333-203979), pertaining to the registration of an aggregate of 1,000,000 Shares, issuable under the Paragon Offshore plc 2014 Director Omnibus Plan, filed with the Commission on May 8, 2015.

 

·                  Registration Statement on Form S-8 (No. 333-203980), pertaining to the registration of an aggregate of 3,200,000 Shares, issuable under the Paragon Offshore plc 2014 Employee Omnibus Incentive Plan, filed with the Commission on May 8, 2015.

 

As previously disclosed, on February 14, 2016, the Company, and certain of its subsidiaries, filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).

 

In anticipation of the approval and effectiveness pursuant to an order of the Bankruptcy Court of the Company’s chapter 11 plan of reorganization (the “Plan”), the offerings pursuant to the Registration Statements have been terminated. In accordance with the undertaking made by the Company in each Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that remain unsold at the termination of the offerings, the Company hereby removes from registration all Shares registered under the Registration Statements but not sold under the Registration Statements.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act, 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 these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on March 10, 2017.

 

 

 

PARAGON OFFSHORE PLC

 

 

 

 

 

 

By:

/s/ Dean E. Taylor

 

 

Dean E. Taylor

 

 

Interim President, Chief Executive Officer and Director

 

Pursuant to the requirements of the Securities Act, these Post-Effective Amendments to the Registration Statements been signed by the following persons in the capacities indicated below on March 10, 2017.

 

Signature

 

Title

 

 

 

/s/ Dean E. Taylor

 

 

Dean E. Taylor

 

Interim President, Chief Executive Officer and Director

 

 

(Principal Executive Officer)

 

 

 

/s/ Lee. M Ahlstrom

 

 

Lee M. Ahlstrom

 

Senior Vice President and Interim Chief Financial Officer

 

 

(Principal Financial Officer)

 

 

 

/s/ Alejandra Veltmann

 

 

Alejandra Veltmann

 

Vice President and Chief Accounting Officer

 

 

(Principal Accounting Officer)

 

 

 

/s/ J. Robinson West

 

 

J. Robinson West

 

Chairman of the Board of Directors

 

 

 

/s/ Anthony R. Chase

 

 

Anthony R. Chase

 

Director

 

 

 

/s/ Thomas L. Kelly II

 

 

Thomas L. Kelly II

 

Director

 

 

 

/s/ John P. Reddy

 

 

John P. Reddy

 

Director

 

 

 

/s/ William L. Transier

 

 

William L. Transier

 

Director

 

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