-----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, l4rXHBW+LmA6Djk2M4yWtb7pbL+QpxzkWu/R3U3aeLvGbAAI8Y810TW2K8J0jKxH JPLgZaoJjiOlYM47n6/8vA== 0000899243-95-000351.txt : 19950623 0000899243-95-000351.hdr.sgml : 19950623 ACCESSION NUMBER: 0000899243-95-000351 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950622 EFFECTIVENESS DATE: 19950711 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MCDERMOTT INTERNATIONAL INC CENTRAL INDEX KEY: 0000708819 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED PLATE WORK (BOILER SHOPS) [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: 033-60499 FILM NUMBER: 95548675 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 FORM S-8 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, Senior Vice President, General Counsel and Corporate Secretary 1450 Poydras Street, P.O. Box 61961 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 Title of securities offering maximum Amount of to be price aggregate registration registered Amount per share/1/ offering price fee Common Stock ($1.00 par value).......... 797,750 $25.5625 $20,392,484 $7,032
- ---------------- /1/ The proposed maximum aggregate offering price is based upon the average sales price on the New York Stock Exchange on June 20, 1995. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information This Registration Statement relates to the registration of 797,750 shares of the common stock, $1.00 par value per share (the "Common Stock") of McDermott International, Inc. (the "Registrant") reserved for issuance under the Registrant's 1992 Senior Management Stock Option Plan. This Registration Statement on Form S-8 incorporates by reference the Registrant's previously filed registration statement on Form S-8 (No. 33-63832). The documents containing the information specified in Part I of Form S-8 will be sent or given to participants under the foregoing plan of the Registrant as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the "1933 Act"). In accordance with Rule 428(a) of the 1933 Act and the requirements of Part I of Form S-8, such documents are not being filed with the Securities Exchange Commission (the "Commission") either as a part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the 1933 Act. Item 2. Registrant Information and Employee Plan Annual Information See response to Item 1 above. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference The following documents previously filed with the Commission by the Registrant pursuant to the Securities Exchange Act of 1934, as amended (the 2 "1934 Act") and the 1933 Act (Commission File No. 1-8430) are incorporated herein by reference: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 1995 filed with the Commission on June 19, 1995; (b) The Registrant's registration statement on Form S-8 (No. 33-63832) filed with the Commission on June 1, 1993. All reports and other documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and 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 document. Item 4. Description of Securities Not Applicable. Item 5. Interests of Named Experts and Counsel Not Applicable Item 6. Indemnification of Directors and Officers Incorporated by Reference from the Registrant's registration statement on Form S-8 (No. 33-63832). Item 7. Exemption from Registration Claimed Not Applicable 3 Item 8. Exhibits 5 Opinion of Durling & Durling 23.1 Consent of Durling & Durling (included in Exhibit 5) 23.2 Consent of Ernst & Young LLP, Independent Auditors 24 Power of Attorney from Certain Directors and Officers of Registrant (included as part of the signature page of this Registration Statement) 4 SIGNATURES Pursuant to the requirements of the 1933 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 New Orleans, State of Louisiana, on this 22nd day of June, 1995. McDermott International, Inc. By /s/ R.E. Howson ------------------------------ R.E. Howson Chairman of the Board, Chief Executive Officer and Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, Lawrence R. Purtell and John S. Tsai, 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 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. 5 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 June 22, 1995 - ------------------------ and Chief Executive R.E. Howson Officer, Director and Authorized Representative in the United States (Principal Executive Officer) /s/ B.A. Hattox Executive Vice President, June 22, 1995 - ------------------------ Chief Financial Officer B.A. Hattox and Director (Principal Financial Officer) /s/ D.R. Gaubert Vice President Finance and June 22, 1995 - ------------------------ Controller D.R. Gaubert (Principal Accounting Officer) /s/ Thomas D. Barrow - ------------------------ Director June 22, 1995 Thomas D. Barrow /s/ Theodore H. Black - ------------------------ Director June 22, 1995 Theodore H. Black - ------------------------ Director , 1995 John F. Bookout ------- /s/ Philip J. Burguieres - ------------------------ Director June 22, 1995 Philip J. Burguieres /s/ James L. Dutt - ------------------------ Director June 22, 1995 James L. Dutt
6
SIGNATURE TITLE DATE - --------- ----- ---- - ------------------------ Director ______, 1995 James A. Hunt - ------------------------ Director , 1995 J. Howard Macdonald ------ /s/ William McCollam, Jr. - ------------------------ Director June 22, 1995 William McCollam, Jr. - ------------------------ Director , 1995 John A. Morgan ------ - ----------------------- Director , 1995 John N. Turner ------
7 EXHIBIT INDEX Exhibit No. Description Page No. - ----------- ----------- -------- 5 Opinion of Durling & Durling 23.1 Consent of Durling & Durling (included in Exhibit 5) 23.2 Consent of Ernst & Young LLP, Independent Auditors 24 Power of Attorney from Certain Directors and Officers of Registrant (included as part of the signature page of this Registration Statement) 8 EX-5 2 OPINION OF DURLING & DUR June 22, 1995 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 797,750 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-23.2 3 CONSENT ERNST & YOUNG Item 8 Exhibit 23.2 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 24, 1995 with respect to the consolidated financial statements of McDermott International, Inc. included in its Annual Report on Form 10-K for the year ended March 31, 1995 filed with the Securities and Exchange Commission. ERNST & YOUNG LLP New Orleans, Louisiana June 16, 1995 -----END PRIVACY-ENHANCED MESSAGE-----