-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TD1c/Tuuubhl7ZXmlBtEQNAnCg//69yG7fYyHrCZ83UJrfAnWJOTu6hrogjXt/YN fe6AdAkpjJt2E+b7adsrfw== /in/edgar/work/20000627/0000041850-00-000005/0000041850-00-000005.txt : 20000920 0000041850-00-000005.hdr.sgml : 20000920 ACCESSION NUMBER: 0000041850-00-000005 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20000627 EFFECTIVENESS DATE: 20000627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL MARINE INC CENTRAL INDEX KEY: 0000041850 STANDARD INDUSTRIAL CLASSIFICATION: [1381 ] IRS NUMBER: 951849298 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-40244 FILM NUMBER: 662054 BUSINESS ADDRESS: STREET 1: 777 N ELDRIDGE RD CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 2815965100 FORMER COMPANY: FORMER CONFORMED NAME: GLOBAL MARINE EXPLORATION CO DATE OF NAME CHANGE: 19670629 S-8 1 0001.txt S-8 1998 STOCK OPTION AND NON-EMPLOY DIRECTOR PLAN As filed with the Securities and Exchange Commission on June 27, 2000 Registration No. 333-_____ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 GLOBAL MARINE INC. (Exact Name of Registrant as Specified in Its Charter) 777 N. Eldridge Parkway Delaware Houston, Texas 77079-4493 95-1849298 (State or Other (Address of Principal Executive (I.R.S. Employer Jurisdiction of Offices and Zip Code) Identification No.) GLOBAL MARINE 1998 STOCK OPTION AND INCENTIVE PLAN and GLOBAL MARINE NON-EMPLOYEE DIRECTOR RESTRICTED STOCK PLAN (Full Title of the Plans) JAMES L. McCULLOCH, ESQ. Senior Vice President and General Counsel Global Marine Inc. 777 N. Eldridge Parkway Houston, Texas 77079-4493 (Name and Address of Agent for Service) (281) 596-5100 (Telephone Number, Including Area Code, of Agent for Service) CALCULATION OF REGISTRATION FEE
Proposed Title of Amount Proposed Maximum Maximum Amount Securities to be to be Offering Price Per Aggregate Registration Registered Registered(1) Share(2) Offering Fee Price(2) Common Stock, $.10 par value 7,750,000 shares $28.8125 $223,296,875 $58,950.38
(1) Includes 7,500,000 shares of Common Stock that may be issued pursuant to the 1998 Stock Option and Incentive Plan and 250,000 shares that may be issued pursuant to the Non- Employee Director Restricted Stock Plan. In addition, pursuant to Rule 416(a), this Registration Statement covers an indeterminable number of additional shares that may become issuable pursuant to the anti-dilution provisions of the plans. (2) Estimated in accordance with Rule 457(c) and (h) solely for the purpose of calculating the registration fee using the average of the high and low prices reported on the New York Stock Exchange Composite Tape for June 21, 2000. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS NOTE: THE DOCUMENT(S) CONTAINING THE PLAN INFORMATION REQUIRED BY ITEM 1 OF FORM S-8 AND THE STATEMENT OF AVAILABILITY OF REGISTRANT INFORMATION AND ANY OTHER INFORMATION REQUIRED BY ITEM 2 OF FORM S-8 WILL BE SENT OR GIVEN TO PARTICIPANTS AS SPECIFIED BY RULE 428 UNDER THE SECURITIES ACT OF 1933. IN ACCORDANCE WITH RULE 428 AND THE REQUIREMENTS OF PART I OF FORM S-8, SUCH DOCUMENTS ARE NOT BEING FILED WITH THE SECURITIES AND EXCHANGE COMMISSION EITHER AS PART OF THIS REGISTRATION STATEMENT OR AS PROSPECTUSES OR PROSPECTUS SUPPLEMENTS PURSUANT TO RULE 424 UNDER THE SECURITIES ACT. THE REGISTRANT WILL MAINTAIN A FILE OF SUCH DOCUMENTS IN ACCORDANCE WITH THE PROVISIONS OF RULE 428. UPON REQUEST, THE REGISTRANT WILL FURNISH TO THE SEC OR ITS STAFF A COPY OR COPIES OF ALL DOCUMENTS INCLUDED IN SUCH FILE. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE This Registration Statement incorporates by reference the following documents, which have been filed with the SEC by the Company pursuant to the Securities Act and the Securities Exchange Act of 1934 (File No. 1-5471): (a) The Company's Annual Report on Form 10-K for the year ended December 31, 1999; (b) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000; and (c) The description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A filed on March 6, 1989, as amended by Amendment No. 1 on Form 8 filed with the SEC on March 15, 1989. Each document filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents. Any statement contained in this Registration Statement, in an amendment hereto, or in a document 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 subsequently filed supplement to this Registration Statement or in any document that also is incorporated by reference herein modifies or supersedes such statement. Any 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 Not Applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the Delaware General Corporation Law empowers a Delaware corporation to indemnify 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 (other than an action by or in the right of such corporation) by reason of the fact that such person is or was a director or officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that 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, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. A Delaware corporation may indemnify directors, officers, employees and others in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the person to be indemnified has been adjudged to be liable to the corporation. Where a director or officer is successful on the merits or otherwise in the defense of any action referred to above or in defense of any claim, issue or matter therein, the corporation must indemnify such director or officer against the expenses (including attorneys' fees) which he or she actually and reasonably incurred in connection therewith. Section III-11 of the By-laws of Global Marine Inc. provides for indemnification of the directors and officers of Global Marine Inc. to the full extent permitted by law, as now in effect or later amended. Section III-11 of the By-laws provides that expenses incurred by a director or officer in defending a suit or other similar proceeding shall be paid by the Company upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it is ultimately determined that such director or officer is not entitled to be indemnified by the Company. Additionally, the Company's Restated Certificate of Incorporation, as amended, (the "Charter") contains a provision that limits the liability of the Company's directors to the fullest extent permitted by the Delaware General Corporation Law. The provision eliminates the personal liability of directors to the Company or its stockholders for monetary damages for breach of the director's fiduciary duty of care as a director. As a result, stockholders may be unable to recover monetary damages against directors for negligent or grossly negligent acts or omissions in violation of their duty of care. The provision does not change the liability of a director for breach of his duty of loyalty to the Company or to stockholders, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, for the declaration or payment of dividends in violation of Delaware law, or in respect of any transaction from which a director receives an improper personal benefit. In addition to its Charter and By-law provisions, the Company has taken such other steps as are reasonably necessary to effect its indemnification policy. Included among such other steps is liability insurance provided by the Company for its directors and officers for certain losses arising from claims or charges made against them in their capacities as directors or officers of the Company. The Company has also entered into indemnification agreements with individual officers and directors. These agreements generally provide such officers and directors with a contractual right to indemnification to the full extent provided by applicable law and the By-laws of the Company as in effect at the respective dates of such agreements. The Company has placed in effect insurance which purports (a) to insure it against certain costs of indemnification which may be incurred by it pursuant to the aforementioned By-law provision or otherwise and (b) to insure the officers and directors of the Company and of specified subsidiaries against certain liabilities incurred by them in the discharge of their functions as officers and directors except for liabilities arising from their own malfeasance. Agreements which may be entered into with underwriters, dealers and agents who participate in the distribution of securities of the Company may contain provisions relating to the indemnification of the Company's officers and directors. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not Applicable. Item 8. Exhibits The following documents are filed as a part of this Registration Statement or incorporated by reference herein: Exhibit No. Description 4.1* - Restated Certificate of Incorporation of the Company as filed with the Secretary of State of Delaware on March 15, 1989, effective March 16, 1989. (Incorporated herein by this reference to Exhibit 3(i).1 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993.) 4.2* - Certificate of Amendment of the Restated Certificate of Incorporation of the Company as filed with the Secretary of State of Delaware on May 11, 1990. (Incorporated herein by this reference to Exhibit 3(i).2 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993.) 4.3* - Certificate of Correction of the Restated Certificate of Incorporation of the Company as filed with the Secretary of State of Delaware on September 25, 1990. (Incorporated herein by this reference to Exhibit 3(i).3 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993.) 4.4* Certificate of Amendment of the Restated Certificate of Incorporation of the Company as filed with the Secretary of State of Delaware on May 11, 1992. (Incorporated herein by this reference to Exhibit 3(i).4 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993.) 4.5* Certificate of Amendment of the Restated Certificate of Incorporation of the Company as filed with the Secretary of State of Delaware on May 12, 1994. (Incorporated herein by this reference to Exhibit 4.5 of the Registrant's Registration Statement on Form S-3 (No. 33- 53691) filed with the SEC on May 18, 1994.) 4.6* By-laws of the Company as amended through February 23, 1999. (Incorporated herein by this reference to Exhibit 3(ii).2 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 1998.) 4.7* Global Marine 1998 Stock Option and Incentive Plan. (Incorporated herein by this reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.) 4.8 First Amendment to Global Marine 1998 Stock Option and Incentive Plan. 4.9* Form of Performance Stock Memorandum dated February 10, 1998, regarding conditional opportunity to acquire Company stock granted to eight executive officers, respectively, and dated May 5, 1998 regarding conditional opportunity to acquire Company stock granted to one executive officer. (Incorporated herein by this reference to Exhibit 10.2 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.) 4.10* Form of Performance Stock Memorandum dated March 12, 1999, regarding conditional opportunity to acquire Company stock granted to eight executive officers, respectively. (Incorporated herein by this reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999.) 4.11* Form of Performance Stock Memorandum dated February 22, 2000, regarding conditional opportunity to acquire Company stock granted to seven executive officers, respectively. (Incorporated herein by this reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000.) 4.12* Form of Notice of Grant of Stock Options (Non-Qualified Stock Options). (Incorporated herein by this reference to Exhibit 10.33 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 1998.) 4.13* Form of Notice of Grant of Stock Options (Incentive Stock Options). (Incorporated herein by this reference to Exhibit 10.34 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 1998.) 4.14 Global Marine Non-Employee Director Restricted Stock Plan. 5.1 Opinion of Alexander A. Krezel, Esq. 15.1 Letter of PricewaterhouseCoopers LLP regarding Awareness of Incorporation by Reference. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Alexander A. Krezel, Esq. (included in Exhibit 5.1). 24.1 Powers of Attorney (included on the signature page of this Registration Statement). * Incorporated herein by reference as indicated. ITEM 9. UNDERTAKINGS (a) The Company 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 this 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 SEC pursuant to Rule 424(b) of the Securities Act 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; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this Registration Statement; provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above 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 the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act that are incorporated by reference in this 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; and (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 Securities Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act) that is incorporated by reference in this 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 provisions described under Item 6 above, or otherwise, the registrant has been advised that in the opinion of the SEC 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 of 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 Houston, state of Texas, on this 27th day of June, 2000. GLOBAL MARINE INC. By: /s/ James L. McCulloch James L. McCulloch Senior Vice President, General Counsel and Assistant Secretary POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James L. McCulloch, Alexander A. Krezel, and Walter A. Baker, and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post- effective amendments) to this Registration Statement and any registration statement for the same offering filed pursuant to Rule 462 under the Securities Act of 1933 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, to all intents and purposes and as fully as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitutes may lawfully do or cause to be done by virtue hereof. 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 date indicated. /s/Robert E. Rose Chairman of the Board, June 27, 2000 Robert E. Rose President, Chief Executive Officer and Director (Principal Executive Officer) /s/W. Matt Ralls Senior Vice President June 27, 2000 W. Matt Ralls Financial Officer and Treasurer (Principal Financial officer) /s/Douglas C. Stegall Vice President June 27, 2000 Douglas C. Stegall and Controller (Principal Accounting Officer) /s/Edward A. Blair Director June 27, 2000 Edward A. Blair /s/Thomas W. Cason Director June 27, 2000 Thomas W. Cason /s/John M. Galvin Director June 27, 2000 John M. Galvin /s/C. R. Luigs Director June 27, 2000 C. R. Luigs /s/Jerry C. Martin Director June 27, 2000 Jerry C. Martin /s/Edward R. Muller Director June 27, 2000 Edward R. Muller Director Paul J. Powers /s/Ben G. Streetman Director June 27, 2000 Ben G. Streetman /s/Carroll W. Suggs Director June 27, 2000 Carroll W. Suggs /s/John Whitmire Director June 27, 2000 John Whitmire EX-99 2 0002.txt EXHIBIT INDEX FOR S-8 EXHIBIT INDEX Exhibit No. Description 4.1* Restated Certificate of Incorporation of the Company as filed with the Secretary of State of Delaware on March 15, 1989, effective March 16, 1989. (Incorporated herein by this reference to Exhibit 3(i).1 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993.) 4.2* Certificate of Amendment of the Restated Certificate of Incorporation of the Company as filed with the Secretary of State of Delaware on May 11, 1990. (Incorporated herein by this reference to Exhibit 3(i).2 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993.) 4.3* Certificate of Correction of the Restated Certificate of Incorporation of the Company as filed with the Secretary of State of Delaware on September 25, 1990. (Incorporated herein by this reference to Exhibit 3(i).3 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993.) 4.4* Certificate of Amendment of the Restated Certificate of Incorporation of the Company as filed with the Secretary of State of Delaware on May 11, 1992. (Incorporated herein by this reference to Exhibit 3(i).4 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993.) 4.5* Certificate of Amendment of the Restated Certificate of Incorporation of the Company as filed with the Secretary of State of Delaware on May 12, 1994. (Incorporated herein by this reference to Exhibit 4.5 of the Registrant's Registration Statement on Form S-3 (No. 33-53691) filed with the SEC on May 18, 1994.) 4.6* By-laws of the Company as amended through February 23, 1999. (Incorporated herein by this reference to Exhibit 3(ii).2 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 1998.) 4.7* Global Marine 1998 Stock Option and Incentive Plan. (Incorporated herein by this reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.) 4.8 First Amendment to Global Marine 1998 Stock Option and Incentive Plan. 4.9* Form of Performance Stock Memorandum dated February 10, 1998, regarding conditional opportunity to acquire Company stock granted to eight executive officers, respectively, and dated May 5, 1998 regarding conditional opportunity to acquire Company stock granted to one executive officer. (Incorporated herein by this reference to Exhibit 10.2 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.) 4.10* Form of Performance Stock Memorandum dated March 12, 1999, regarding conditional opportunity to acquire Company stock granted to eight executive officers, respectively. (Incorporated herein by this reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999.) 4.11* Form of Performance Stock Memorandum dated February 22, 2000, regarding conditional opportunity to acquire Company stock granted to seven executive officers, respectively. (Incorporated herein by this reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000.) 4.12* Form of Notice of Grant of Stock Options (Non-Qualified Stock Options). (Incorporated herein by this reference to Exhibit 10.33 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 1998.) 4.13* Form of Notice of Grant of Stock Options (Incentive Stock Options). (Incorporated herein by this reference to Exhibit 10.34 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 1998.) 4.14 Global Marine Non-Employee Director Restricted Stock Plan. 5.1 Opinion of Alexander A. Krezel, Esq. 15.1 Letter of PricewaterhouseCoopers LLP regarding Awareness of Incorporation by Reference. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Alexander A. Krezel, Esq. (included in Exhibit 5.1). 24.1 Powers of Attorney (included on the signature page of this Registration Statement). * Incorporated herein by reference as indicated. EX-4.8 3 0003.txt FIRST AMEND. 1998 STOCK OPTION PLAN EXHIBIT 4.8 Global Marine 1998 Stock Option and Incentive Plan First Amendment ____________________________ The Global Marine 1998 Stock Option and Incentive Plan (the "Plan") is hereby amended as follows, effective upon approval of this Amendment by the stockholders of Global Marine Inc. at said company's 2000 Annual Meeting of Stockholders or any adjournment thereof: 1. Clause I in the first sentence of paragraph 6.2(a)(i) of the Plan, which currently reads "(I) 7,500,000 shares of stock;" is hereby amended in its entirety to read as follows: "(I) 15,000,000 shares of stock;". 2. Terms used in this Amendment and not defined herein are used herein as they are defined in the Plan. References in the Plan to "this Plan" (and indirect references such as "hereof" and "herein") are amended to refer to the Plan as amended by this Amendment. 3. Except as expressly amended hereby, the Plan shall remain in full force and effect. EX-4.14 4 0004.txt NON-EMPLOYEE DIRECTOR RESTR. STOCK PLAN EXHIBIT 4.14 GLOBAL MARINE NON-EMPLOYEE DIRECTOR RESTRICTED STOCK PLAN ____________________________ SECTION 1 - NAME, PURPOSE, EFFECTIVE DATE AND DURATION This plan will be known as the Global Marine Non-Employee Director Restricted Stock Plan. The purposes of this plan are to enable Global Marine Inc. ("Global Marine") to attract and retain persons of outstanding competence to serve as its non-employee directors and further identify the non-employee directors' interests with those of its other stockholders by paying a portion of the non-employee directors' compensation in restricted shares of common stock of Global Marine. This plan will become effective as of the date of its approval by Global Marine's stockholders, will be unlimited in duration, and, in the event of plan termination, will remain in effect as long as any awards are outstanding under the plan. SECTION 2 - AVAILABLE STOCK An aggregate of 250,000 shares of common stock, $.10 par value per share, of Global Marine will be available for delivery pursuant to this plan. The shares may be authorized but unissued shares, reacquired shares, or both. Any shares awarded under this plan that are forfeited for any reason will again be available for new awards under the plan. In the event the number of shares available on a particular day for awards under this plan is insufficient to grant all awards to be granted on that day as specified by the plan, then all directors who are entitled to an award on such day will share ratably in the number of shares then available. SECTION 3 - PARTICIPATION Participation in this plan is limited to directors of Global Marine who are not also employees of Global Marine or any of its subsidiaries. An employee-director who retires from employment with Global Marine and its subsidiaries will become eligible to participate in and receive awards of restricted stock under the plan at the time of his or her first re-election as a non- employee director. For purposes of this plan "employee" includes all individuals on the employee payroll of Global Marine or its subsidiaries and excludes, without limitation, consultants who are not on such payroll. SECTION 4 - AWARDS For services rendered in the calendar quarter then ending, an award will be made as of the last day of each March, June, September, and December, commencing June 30, 2000, to each person who is an eligible participant in the plan on the day of the award and was an eligible participant for at least one month prior to the day of the award. Each award will consist of shares of restricted common stock of Global Marine with an aggregate value of $5,000 on the day of the award. The number of shares of stock subject to each award will be determined by dividing $5,000 by the value of a share of the stock on the day of the award (such value being determined as set forth below in Section 5) and then rounding down to the nearest whole number of shares. The restricted shares subject to each award will be immediately issued and registered in the name of the participant, and such issuance and registration will be evidenced by an entry on the registry books of Global Marine and, if Global Marine so elects, by a certificate issued by Global Marine, but the restricted shares and such certificates, if any, will be expressly subject to all of the restrictions, terms and conditions set forth below in Section 6. SECTION 5 - VALUATION OF SHARES The value of each share of stock awarded pursuant to this plan will be the share's fair market value determined without taking into account any restrictions applicable to the share. The fair market value of a share of stock on a given day will be (a) the mean between the high and low sales prices on that day for a share of the stock as reported by The Wall Street Journal under the New York Stock Exchange Composite Transactions quotation system or under any successor quotation system; or (b) if the stock is not traded on the New York Stock Exchange, the mean between the high and low sales prices on that day for a share of the stock as reported by THE WALL STREET JOURNAL under the quotations system under which such sales prices are reported; or (c) if THE WALL STREET JOURNAL does not report such sales prices, the mean between the high and low sales prices on that day for a share of the stock as reported by a newspaper or trade journal selected by the Compensation Committee of Global Marine's Board of Directors; or (d) if no such sales prices are available for such day, the closing price as so reported or so quoted for the immediately preceding business day; or (e) if no such newspaper or trade journal reports such prices or if no such price quotation is available, the price at which the Compensation Committee of Global Marine's Board of Directors acting in good faith determines through any reasonable valuation methods that a share of stock might change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or sell and both having reasonable knowledge of the relevant facts. SECTION 6 - RESTRICTIONS, REMOVAL OF RESTRICTIONS, AND TERMS AND CONDITIONS OF AWARDS (a) Each participant will have the right to receive all dividends and other distributions made with respect to restricted shares awarded pursuant to this plan and registered in his or her name and will have the right to vote or execute proxies with respect to such registered restricted shares, unless and until such shares are forfeited pursuant to this plan. All book entries and share certificates, if any, evidencing restricted stock issued pursuant to this plan will carry or be endorsed with a legend referring to the restrictions imposed by this plan. Possession of certificates evidencing restricted stock issued pursuant to this plan, if any, will be retained by the Corporate Secretary of Global Marine until the provisions of this plan relating to removal of the restrictions have been satisfied. (b) Except as authorized by the following sentence, shares of restricted stock issued pursuant to this plan may not be sold, assigned, pledged or otherwise transferred by the participant unless and until all of the restrictions imposed by the plan have been removed pursuant to the plan and a new book entry evidencing the shares has been made or certificate representing the shares has been issued which does not carry or is not endorsed with the legend regarding the restrictions. Shares of restricted stock issued and registered in the name of any participant under this plan, or any portion thereof, may be transferred by the participant to (i) the spouse, children or grandchildren of the participant ("Immediate Family Members"), (ii) a trust or trusts for the exclusive benefit of the participant and/or Immediate Family Members, (iii) a partnership in which the participant and/or Immediate Family Members are the only partners, (iv) a transferee pursuant to a judgment, decree or order relating to child support, alimony or marital property rights that is made pursuant to a domestic relations law of a state or country with competent jurisdiction (a "Domestic Relations Order"), or (v) such other transferee as may be approved by the Compensation Committee of Global Marine's Board of Directors in its sole and absolute discretion; provided, however, that (x) the Compensation Committee may prohibit any transfer with or without cause in its sole and absolute discretion, and (y) subsequent transfers of transferred restricted shares or any portion thereof are prohibited except those to or by the original participant in accordance with this section or pursuant to a Domestic Relations Order. Following any transfer, the shares will continue to be subject to the same restrictions, terms and conditions as were applicable immediately prior to transfer, and any and all references to the participant in this plan will be deemed to refer to the transferee; provided, however, that any and all references to service or events of termination of service in this plan will continue to mean the original participant's service or events of termination of the original participant's service. Each transfer will be effected by written notice thereof duly signed and delivered by the transferor to the Corporate Secretary of Global Marine at Global Marine's principal business office. Such notice will state the name and address of the transferee, the amount of restricted stock being transferred, and such other information as may be requested by the Corporate Secretary. The person or persons entitled to receive distributions and vote or execute proxies with respect to the restricted shares, and to receive a certificate with respect to the shares when the provisions of this plan relating to the removal of restrictions have been satisfied, will be that person or those persons appearing on Global Marine's registry books as the owner or owners of the restricted shares, and Global Marine may treat the person or persons in whose name or names the shares are registered as the owner or owners of the shares for all purposes. Global Marine will have no obligation to, or liability for any failure to, notify the participant or any transferee of any forfeiture of restricted shares or of any event that will or might result in such forfeiture. (c) None of the shares of restricted stock awarded under this plan will become free of restrictions and non-forfeitable until termination of the participant's service as a director of Global Marine. Such shares will become free of restrictions and non-forfeitable at the earlier of: (i) the participant's termination of service as a director resulting from his death, or resulting from his "disability" (which means an inability, as determined by Global Marine's Board of Directors, to perform duties and services as a director by reason of a medically determinable physical or mental impairment, supported by medical evidence, which can be expected to last for a continuous period of not less than six months); (ii) the participant's mandatory retirement as a director of Global Marine resulting from operation of the provisions of Global Marine's by-laws regarding the age beyond which an individual may not serve as a director, or, if said by-law provisions are inapplicable, the participant's termination of service as a director on or after the last day of his term of office during which he attains age 70; (iii) the participant's termination of service as a director resulting from his being removed from his office as a director or from failure of Global Marine's Board of Directors to nominate him for re-election, in either case other than for "cause" (which means an act or acts of misconduct harmful to Global Marine or any of its affiliates and does not mean inadequate performance or incompetence); or (iv) the participant's resignation or failure to stand for re-election with the consent of Global Marine's Board of Directors (which means approval by at least 80% of the directors voting, with the affected director abstaining), or any failure to be re-elected after being nominated by the Board. Termination of service as a director for any other reason will result in forfeiture of the restricted shares. (d) Notwithstanding any other provision of this plan, a "change in control" of Global Marine (as defined below) will result in the immediate removal of all restrictions relating to all of the restricted shares awarded pursuant to this plan. In any situation involving acceleration of the removal of restrictions in connection with a change in control, Global Marine may elect, by action of its Board of Directors, to repurchase the affected shares at their value as of the effective day of the repurchase, determined as set forth above in Section 5, instead of releasing the shares to the participant owning such shares. For purposes of this plan, a "change in control" of Global Marine will mean: (i) The acquisition by any individual, entity or group (within the meaning of Section 13(d) or 14(d) of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of 35% or more of either (A) the then outstanding shares of common stock of Global Marine (the "Outstanding Company Common Stock") or (B) the combined voting power of the then outstanding voting securities of Global Marine entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that the following acquisitions will not constitute a change in control: (I) any acquisition by Global Marine or by any affiliate of Global Marine that remains under Global Marine's control, (II) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Global Marine or by any affiliate controlled by Global Marine, (III) the sale, exchange, transfer or other disposition of substantially all of the assets of Global Marine to the Chief Executive Officer of Global Marine (the "CEO"), alone or with other officers of Global Marine, or a merger, consolidation or other reorganization involving Global Marine and the CEO, alone or with other officers of Global Marine, or any other entity in which the CEO (alone or with other officers) has, directly or indirectly, a substantial equity or ownership interest, (IV) a transaction otherwise commonly referred to as a "management leveraged buyout," or (V) any acquisition by any corporation pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (I), (II), (III), or (IV) are satisfied; or (ii) Individuals who, as of the date Global Marine's stockholders approve this plan, constitute Global Marine's Board of Directors (the "Incumbent Board") cease for any reason to constitute at least a majority of Global Marine's Board of Directors; provided, however, that any individual becoming a director subsequent to the date Global Marine's stockholders approve this plan whose election, or nomination for election by Global Marine's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board will be considered as though such individual were a member of the Incumbent Board, but excluding for this purpose any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (meaning a solicitation of the type that would be subject to Rule 14a-11 of Regulation 14A under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than Global Marine's Board of Directors; or (iii) Approval by Global Marine's stockholders of a reorganization, merger or consolidation, in each case unless, following such reorganization, merger or consolidation, (A) more than 50% of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger or consolidation, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding Global Marine, any affiliate of Global Marine that remains under Global Marine's control, any employee benefit plan (or related trust) sponsored or maintained by Global Marine or by any affiliate controlled by Global Marine or such corporation resulting from such reorganization, merger or consolidation, and any Person beneficially owning, immediately prior to such reorganization, merger or consolidation, directly or indirectly, 35% or more of the Outstanding Company Common Stock or Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, 35% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors, and (C) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; or (iv) Approval by Global Marine's stockholders of any plan or proposal which would result directly or indirectly in (A) a complete liquidation or dissolution of Global Marine, or (B) the liquidation, transfer, sale or other disposition of all or substantially all of the assets of Global Marine, other than to a corporation with respect to which following such sale or other disposition (I) more than 50% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (II) no person (excluding Global Marine, any affiliate of Global Marine that remains under Global Marine's control, any employee benefit plan (or related trust) sponsored or maintained by Global Marine or by any affiliate controlled by Global Marine or such corporation, and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, 35% or more of the Outstanding Company Common Stock or Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, 35% or more of, respectively, the then outstanding shares of common stock of such corporation or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors, and (III) at least a majority of the members of the board of directors of such corporation were members of the Incumbent Board at the time of the execution of the initial agreement or action of Global Marine's Board of Directors providing for such sale or other disposition of assets. (e) All shares with respect to which the restrictions are not removed in accordance with this plan when a participant terminates service as a Global Marine director will be forfeited by the participant. (f) The issuance, registration or delivery of any shares pursuant to this plan may be postponed for such period as may be required to comply with any applicable requirements of any national securities exchange or any requirements under any other law or regulation applicable to the issuance, registration or delivery of such shares, and Global Marine will not be obligated to issue, register or deliver any such shares if the issuance, registration or delivery thereof will constitute a violation of any provision of any law or regulation of any governmental authority or any national securities exchange. SECTION 7 - AMENDMENT OR TERMINATION OF PLAN Global Marine reserves the right to amend, suspend or terminate this plan at any time by action of its Board of Directors, provided, however, that, subject to Section 9 (relating to certain adjustments to shares) such action will not (a) adversely affect any participant's rights under this plan with respect to awards of restricted stock made prior to such action without the participant's consent, (b) increase the aggregate number of shares available for award under this plan without the approval of Global Marine's stockholders, or (c) change the plan's restriction periods for restricted stock without the approval of Global Marine's stockholders. SECTION 8 - ADMINISTRATION This plan will be administered by the Compensation Committee of Global Marine's Board of Directors. All decisions made by the Compensation Committee with respect to interpretation of the terms of the plan, with respect to the restrictions, terms and conditions of the restricted shares, and with respect to any questions or disputes arising under the plan, will be final and binding on Global Marine and the participants and on their successors, heirs and beneficiaries. SECTION 9 - CHANGES IN STOCK AND ADJUSTMENT OF NUMBER OF SHARES In the event of a corporate transaction involving Global Marine (including without limitation any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares), Global Marine's Board of Directors may make adjustments to preserve the benefits or potential benefits of awards under this plan. Such adjustments may include adjustment of the number and kind of shares which may be issued or delivered under the plan, adjustment of the number and kind of shares subject to outstanding awards, and any other adjustments that the Board of Directors determines to be equitable. SECTION 10 - DESIGNATION OF BENEFICIARY A participant may file with the Corporate Secretary of Global Marine a designation of beneficiary or beneficiaries on a form approved by the Corporate Secretary (which designation may be changed or revoked by the participant's sole election) to receive distribution of all or a designated portion of the participant's restricted shares awarded under this plan upon the death of the participant. If no beneficiary has been designated or survives the participant, then the participant's restricted shares awarded under this plan will be distributed as directed by the executor or administrator of the participant's estate. SECTION 11 - RIGHT TO TERMINATE SERVICES This plan will not impose any obligation on Global Marine to continue the services of any participant as a director, and it will not impose any obligation on any participant to remain a director. SECTION 12 - POOLING OF INTERESTS ACCOUNTING Global Marine's Board of Directors may, in its sole and absolute discretion, declare inoperative anything in this plan or in the restrictions, terms or conditions pertaining to any award under the plan, including any outstanding award, that adversely affects pooling of interests accounting. EX-5.1 5 0005.txt OPINION LETTER - A. KREZEL Global Marine Inc. EXHIBIT 5.1 777 N. ELDRIDGE PARKWAY HOUSTON, TEXAS 77079-4493 U.S.A. TELEPHONE: 281/596-5100 June 27, 2000 Alexander A. Krezel DIRECT: 281/596-5843 Corporate Secretary FAX: 281/596-5196 and alex.krezel@glm.com Assistant General Counsel Global Marine Inc. 777 N. Eldridge Parkway Houston, Texas 77079-4493 Gentlemen: This opinion is rendered in connection with the Registration Statement on Form S-8 (the "Registration Statement") being filed by Global Marine Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the"Act"), covering 7,750,000 shares of the Company's common stock, $.10 par value per share, 7,500,000 shares of which may be issued under the Global Marine 1998 Stock Option and Incentive Plan and 250,000 shares of which may be issued under the Global Marine Non-Employee Director Restricted Stock Plan (both plans being hereinafter referred to as the "Plans"), plus certain additional shares of such stock as indicated on the Registration Statement's cover (the "Shares"). I have acted as counsel for the Company in connection with the Registration Statement. In so acting, I have examined originals or copies, authenticated to my satisfaction, of such corporate records, agreements, documents and other instruments and such certificates of public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives, as I have deemed relevant and necessary as a basis for the opinion hereinafter set forth. In such examination, I have assumed the genuineness of all signatures and the authenticity of all documents submitted to me as originals and the conformity to the original documents of documents submitted to me as certified or photostatic copies. Based upon the foregoing and the other qualifications and limitations expressed herein, I am of the opinion that, in the case of Shares originally issued by the Company, the Shares, when issued and delivered in accordance with the terms of the respective Plans, will be validly issued, fully paid and nonassessable under the laws of the state of Delaware. This opinion is limited in all respects to the General Corporation Law of the state of Delaware as in effect on the date hereof. I hereby consent to the use of this opinion as an exhibit to the Registration Statement. Sincerely, s / Alexander A. Krezel Alexander A. Krezel EX-15.1 6 0006.txt ACCOUNTANTS' AWARENESS LETTER EXHIBIT 15.1 ACCOUNTANTS' AWARENESS LETTER June 27, 2000 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Commissioners: We are aware that our report dated May 10, 2000, on our review of interim financial information of Global Marine Inc. (the "Company") as of and for the period ended March 31, 2000, and included in the Company's quarterly report on Form 10-Q for the quarter then ended is incorporated by reference in its Registration Statement on Form S-8 dated June 27, 2000. Very truly yours, s / PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP EX-23.1 7 0007.txt CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 29, 2000, relating to the financial statements, which appears in Global Marine Inc.'s Annual Report on Form 10-K for the year ended December 31, 1999. We also consent to the incorporation by reference of our report dated February 29, 2000, relating to the financial statement schedule, which appears in such Annual Report on Form 10-K. s / PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Houston, Texas June 27, 2000 -----END PRIVACY-ENHANCED MESSAGE-----