-----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, UkjjmY7tfIDcv30ArJuNu/am4EFHKZ+ODQQKlEZib1/TR63UzMXp30Cs6UiJHXci grvBmM3ffmGki4VaSwHe/A== 0000899243-97-002031.txt : 19971031 0000899243-97-002031.hdr.sgml : 19971031 ACCESSION NUMBER: 0000899243-97-002031 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19971030 EFFECTIVENESS DATE: 19971030 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MCDERMOTT INTERNATIONAL INC CENTRAL INDEX KEY: 0000708819 STANDARD INDUSTRIAL CLASSIFICATION: ENGINES & TURBINES [3510] IRS NUMBER: 720593134 STATE OF INCORPORATION: R1 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-39089 FILM NUMBER: 97703848 BUSINESS ADDRESS: STREET 1: 1450 POYDRAS ST CITY: NEW ORLEANS STATE: LA ZIP: 70112 BUSINESS PHONE: 5045875400 MAIL ADDRESS: STREET 1: 1450 POYDRAS ST 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) 1997 DIRECTOR STOCK PROGRAM ----------------------------------------------- (Full title of the plan) S. WAYNE MURPHY 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 Proposed Amount maximum maximum Amount of Title of securities offering aggregate registration to be price offering fee registered per share/1/ price - -------------------------------------------------------------------------- Common Stock ($1.00 par value).......... 100,000 $33.8125 $3,381,250.00 $1,024.52 ========================================================================== - --------------------- /1/ The proposed maximum aggregate offering price is based upon the average sales price on the New York Stock Exchange on October 28, 1997. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information This Registration Statement relates to the registration of 100,000 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 1997 Director Stock Program. 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 "1934 Act") (Commission File No. 1-8430) are incorporated herein by reference: -2- (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 1997 filed with the Commission on July 14, 1997, as amended by Amendment No. 1 thereto on Form 10-K/A-1 filed with the Commission on July 29, 1997; and (b) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1997 filed with the Commission on August 7, 1997. (c) The description of the Common Stock contained in the Registrant's Registration Statement on Form 8-A dated December 7, 1982 filed with the Commission and the description of the Registrant's preferred stock purchase rights registered on Form 8-A filed with the Commission on December 15, 1995. 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 Article VI of the By-laws of the Registrant provides for the -3- indemnification of officers and directors as follows: Article VI Indemnification --------------- SECTION 1. Each person (and the heirs, executors and administrators of such person) who is or was a director or officer of the Company shall in accordance with Section 2 of this Article VI be indemnified by the Company against any and all liability and reasonable expense that may be paid or incurred by him in connection with or resulting from any actual or threatened claim, action, suit or proceeding (whether brought by or in the right of the Company or otherwise), civil, criminal, administrative or investigative, or in connection with an appeal relating thereto, in which he may become involved, as a party or otherwise, by reason of his being or having been a director or officer of the Company or, if he shall be serving or shall have served in such capacity at the request of the Company, a director, officer, employee or agent of another corporation or any partnership, joint venture, trust or other entity whether or not he continues to be such at the time such liability or expense shall have been paid or incurred, provided such person acted, in good faith, in a manner he reasonably believed to be in or not opposed to the best interest of the Company and in addition, in criminal actions or proceedings, had no reasonable cause to believe that his conduct was unlawful. As used in this Article VI, the terms, "liability" and "expense" shall include, but shall not be limited to, counsel fees and disbursements and amounts of judgments, fines or penalties against, and amounts paid in settlement by, such director or officer. The termination of any actual or threatened claim, action, suit or proceeding, civil, criminal, administrative, or investigative, by judgment, settlement (whether with or without court approval), conviction or upon a plea -4- of guilty or nolo contendere, or its equivalent, shall not create a presumption that such director or officer did not meet the standards of conduct set forth in this Section 1. SECTION 2. Every such director and officer shall be entitled to indemnification under Section 1 of this Article VI with respect to any claim, action, suit or proceeding of the character described in such Section 1 in which he may become in any way involved as set forth in such Section 1, if (i) he has been wholly successful on the merits or otherwise in respect thereof, or (ii) the Board of Directors acting by a majority vote of a quorum consisting of directors who are not parties to (or who have been wholly successful with respect to) such claim, action, suit or proceeding, finds that such director or officer has met the standards of conduct set forth in such Section 1 with respect thereto, or (iii) a court determines that he has met such standards with respect thereto, or (iv) independent legal counsel (who may be the regular counsel of the Company) deliver to the Company their written advice that, in their opinion, he has met such standards with respect thereto. SECTION 3. Expenses incurred with respect to any claim, action, suit or proceeding of the character described in Section 1 of this Article VI may be advanced by the Company prior to the final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount unless it is ultimately determined that he is entitled to indemnification under this Article VI. SECTION 4. The rights of indemnification under this Article VI shall be in addition to any rights to which any such director or officer or any other person may otherwise be entitled by contract or as a matter of law. -5- Item 7. Exemption from Registration Claimed Not Applicable. Item 8. Exhibits 4.1 Registrant's Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 of the Registrant's Annual Report on Form 10- K for the fiscal year ended March 31, 1996) 4.2 Registrant's amended and restated By-laws (incorporated by reference to Exhibit 3.2 of the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 1996, as amended by Amendment No. 2 on Form 10-K/A-2) 4.3 Rights Agreement dated as of December 5, 1995 between the Registrant and First Chicago Trust Company of New York, as Rights Agent (incorporated by reference to Exhibit 1 to the Registrant's Registration Statement on Form 8-A filed with the Commission on December 15, 1995), as amended by an Amendment To Rights Agreement dated July 31, 1997 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) Item 9. Undertakings (a) the undersigned Registrant hereby undertakes: -6- (1) To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this Registration Statement (i) to include any prospectus required by Section 10(a)(3) of the 1933 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; and (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 the undertakings set forth in subparagraphs (i) and (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 15(d) of the 1934 Act that are incorporated by reference in this Registration Statement; (2) That, for the purpose of determining any liability under the 1933 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; -7- (b) The undersigned Registrant hereby undertakes that: (1) That, for the purpose of determining any liability under the 1933 Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the 1934 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 1933 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 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 of 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 1933 Act and will be governed by the final adjudication of such issue. -8- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 28th day of October, 1997. McDermott International, Inc. By /s/ Roger E. Tetrault ------------------------------- Roger E. Tetrault Chairman of the Board, Chief Executive Officer and Director -9- POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, S. Wayne Murphy 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. 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. SIGNATURE TITLE DATE - --------- ----- ---- /s/ Roger E. Tetrault Chairman of the Board October 28, 1997 - --------------------------- and Chief Executive Roger E. Tetrault Officer, and Director (Principal Executive Officer and Authorized Representative in the United States) /s/ Daniel R. Gaubert Senior Vice President October 28, 1997 - --------------------------- and Chief Financial Daniel R. Gaubert Officer (Principal Financial and Accounting Officer) /s/ Theodore H. Black Director October 28, 1997 - --------------------------- Theodore H. Black /s/ Philip J. Burguieres Director October 28, 1997 - --------------------------- Philip J. Burguieres ___________________________ Director Bruce DeMars /s/ Robert L. Howard Director October 28, 1997 - --------------------------- Robert L. Howard -10- SIGNATURE TITLE DATE - --------- ----- ---- /s/ John W. Johnstone, Jr. Director October 28, 1997 - -------------------------- John W. Johnstone, Jr. /s/ William McCollam, Jr. Director October 28, 1997 - ------------------------- William McCollam, Jr. /s/ John N. Turner Director October 28, 1997 - ---------------------------- John N. Turner /s/ Richard E. Woolbert Executive Vice October 28, 1997 - ---------------------------- President, Chief Richard E. Woolbert Administrative Officer and Director -11- EXHIBIT INDEX ------------- Exhibit No. Description - ----------- ----------- 4.1 Registrant's Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 of the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 1996) 4.2 Registrant's amended and restated By-laws (incorporated by reference to Exhibit 3.2 of the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 1996, as amended by Amendment No. 2 on Form 10-K/A-2) 4.3 Rights Agreement dated as of December 5, 1995 between the Registrant and First Chicago Trust Company of New York, as Rights Agent (incorporated by reference to Exhibit 1 to the Registrant's Registration Statement on Form 8-A filed with the Commission on December 15, 1995), as amended by an Amendment To Rights Agreement dated July 31, 1997 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) -12- EX-4.3 2 AMENDMENT TO RIGHTS AGREEMENT EXHIBIT 4.3 AMENDMENT TO RIGHTS AGREEMENT AMENDMENT TO RIGHTS AGREEMENT ("Amendment") dated as of July 31, 1997, between McDermott International, Inc., a Panama corporation (the "Company"), and First Chicago Trust Company of New York, as Rights Agent (the "Rights Agent"), W I T N E S S E T H ------------------- WHEREAS, on December 5, 1995 the Board of Directors of the Company authorized and declared a dividend of one preferred stock purchase right (a "Right") for each share of Common Stock outstanding at the close of business on January 2, 1996 (the "Record Date") and authorized the issuance of one Right in respect of each share of Common Stock issued after the Record Date, each Right representing the right to purchase one one-hundredth of a share of Preferred Stock pursuant and subject to the terms and provisions of a Rights Agreement, dated as of December 5, 1995 (the "Rights Agreement") between the Company and the Rights Agent; and WHEREAS, on June 6, 1997, the Company's Board of Directors authorized the reduction of the term of the Rights Agreement by 5 years; NOW, THEREFORE, the parties hereto agree as follows: 1. The definition of "Final Expiration Date" as set forth in Section 1 of the Rights Agreement is amended to restate in its entirety as follows: "Final Expiration Date" means the close of business on January 2, 2001. 2. To the extent not expressly amended or modified hereby, the Rights Agreement shall remain in full force and effect. 3. This Amendment, the Rights Agreement, each Right and each Right Certificate issued under the Rights Agreement shall be deemed to be a contract made under the laws of the Republic of Panama and for all purposes shall be governed by and construed in accordance with the laws of such Republic applicable to contracts to be made and performed entirely within such Republic, except that the rights and obligations of the Rights Agent shall be governed by the law of the State of New York. 4. All capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Rights Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written. McDERMOTT INTERNATIONAL, INC. By: /s/ S. Wayne Murphy ------------------------------ Name: S. Wayne Murphy Title: Senior Vice President, General Counsel and Corporate Secretary 1450 Poydras Street New Orleans, Louisiana 70161 Attention: Senior Vice President, General Counsel and Corporate Secretary FIRST CHICAGO TRUST COMPANY OF NEW YORK By: /s/ James Kuzmreh ------------------------------ Name: James Kuzmreh Title: Assistant Vice President 525 Washington Boulevard Jersey City, New Jersey 07310 Attention: Customer Service Officer EX-5 3 OPINION EXHIBIT 5 October 28, 1997 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 100,000 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 1997 Director Stock Program 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, /s/ DURLING & DURLING EX-23.2 4 CONSENT EXHIBIT 23.2 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 1997 Director Stock Program of McDermott International, Inc. of our reports dated July 10, 1997 with respect to the consolidated financial statements of McDermott International, Inc. and dated April 25, 1997 with respect to the combined financial statements of McDermott-ETPM West, Inc., included in McDermott International, Inc.'s Annual Report on Form 10-K, as amended, for the year ended March 31, 1997, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP New Orleans, Louisiana October 28, 1997 -----END PRIVACY-ENHANCED MESSAGE-----