-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, AOftgV+hnMeaII2UGPSGYKgcJfFyJTgtAN01kbHCAwSMqiPmG/55uJBz76jVNgKu aXINsJNkL0JkxbhC6llufQ== 0000708819-94-000009.txt : 19940906 0000708819-94-000009.hdr.sgml : 19940906 ACCESSION NUMBER: 0000708819-94-000009 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19940902 EFFECTIVENESS DATE: 19940921 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MCDERMOTT INTERNATIONAL INC CENTRAL INDEX KEY: 0000708819 STANDARD INDUSTRIAL CLASSIFICATION: 3443 IRS NUMBER: 720593134 STATE OF INCORPORATION: R1 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55341 FILM NUMBER: 94547720 BUSINESS ADDRESS: STREET 1: 1010 COMMON ST CITY: NEW ORLEANS STATE: LA ZIP: 70112 BUSINESS PHONE: 5045875400 MAIL ADDRESS: STREET 1: P O BOX 61961 CITY: NEW ORLEANS STATE: LA ZIP: 70161 S-8 1 1992 SENIOR MANAGEMENT STOCK OPTION PLAN SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-8 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 McDERMOTT INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Republic of Panama 72-0593134 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 1450 Poydras Street, New Orleans, Louisiana 70161 (Address of principal executive offices) (Zip Code) 1992 SENIOR MANAGEMENT STOCK OPTION PLAN (Full title of the plan) LAWRENCE R. PURTELL, 1450 Poydras Street, New Orleans, Louisiana 70161 (Name and address of agent for service) (504) 587-5400 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE Proposed maximum Proposed offering maximum Amount of Title of securities price per aggregate registration to be registered Amount share offering price fee Common Stock ($1.00 par value)...... 282,600 $27,1875 $7,683,187.50 $2,649.38 The proposed maximum aggregate offering price is based upon the average sales price on the New York Stock Exchange on August 26, 1994. Item 3. Incorporation of Certain Documents by Reference The following documents filed by McDermott International, Inc., ("International"), with the Commission are incorporated herein by reference: (a) International's Annual Report on Form 10-K for the year ended March 31, 1994; (b) International's Quarterly Report on Form 10-Q for the quarter ended June 30, 1994; (c) Report on Form 8-K, Item 5 was filed on June 10, 1994; and (d) International's Registration Statement on Form S-8, file number 33-63832. All reports and other documents filed by International pursuant to Sections 13, 14 or 15(d) of the 1934 Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the respective date of filing of each such documents. Item 8. Exhibits 5. Opinion of Counsel 23. Consent of Independent Auditors POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, Lawrence R. Purtell and Jamie L. Hingle, jointly and severally, his attorneys-in-fact, each with power of substitution, for him in any and all capacities, to sign any amendments to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated. Signature Title Date /s/ R.E. HOWSON Chairman of the Board August 31, 1994 and Chief Executive Officer, Director and Authorized Representative in the United States /s/ B.A. HATTOX Senior Vice President and August 31, 1994 Chief Financial Officer /s/ D.R. GAUBERT Vice President and August 31, 1994 Controller /s/ THOMAS D. BARROW Director August 31, 1994 /s/ THEODORE H. BLACK Director August 31, 1994 /s/ JOHN F. BOOKOUT Director August 31, 1994 /s/ PHILIP J. BURGUIERES Director August 31, 1994 /s/ JAMES L. DUTT Director August 31, 1994 /s/ JAMES A. HUNT Director August 31, 1994 /s/ J. HOWARD MACDONALD Director August 31, 1994 /s/ WILLIAM MCCOLLAM, JR. Director August 31, 1994 /s/ JOHN A. MORGAN Director August 31, 1994 /s/ WILLIAM T. SEAWELL Director August 31, 1994 /S/ JOHN N. TURNER Director August 31, 1994 SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, McDermott International, Inc. 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 New Orleans, State of Louisiana, on this 31st day of August, 1994. McDermott International, Inc. (Registrant) By R.E. Howson Chairman of the Board and Chief Executive Officer EX-5 2 OPINION OF COUNSEL Item 8 Exhibit 5 August 31, 1994 Messrs. McDERMOTT INTERNATIONAL, INC. 1450 Poydras Street New Orleans, LA 70112 U.S.A. Dear Sirs: We are acting as your Panamanian Counsel in connection with the Registration under the Securities Act of 1933, as amended, of 282,600 shares (the "Shares") of your Common Stock, $1.00 par value per share. The registration of the Shares is to be effected by means of a Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission. We are of the opinion that the Shares have been duly authorized and, when issued in accordance with your 1992 Senior Management Stock Option Plan will be legally and validly issued, fully paid and nonassessable. We consent to the filing of this opinion as Exhibit 5 to the Registration Statement and to the reference to our name in such Registration Statement. We are counsel qualified to practice law only in the Republic of Panama and we express no opinion with respect to the laws of any other jurisdiction. Very truly yours, DURLING & DURLING EX-23 3 CONSENT OF INDEPENDENT AUDITORS Item 8 Exhibit 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 1992 Senior Management Stock Option Plan of McDermott International, Inc. of our report dated May 9, 1994 with respect to the consolidated financial statements and schedules of McDermott International, Inc. included in its Annual Report on Form 10-K for the year ended March 31, 1994, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP New Orleans, Louisiana August 31, 1994 -----END PRIVACY-ENHANCED MESSAGE-----