-----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, Vye7AZLvTPExS8RHCLUohz6UHPbe1EWVexAGNOsSxPcAvFE20CNEPGOYsklP5MEE dnfhA6PUdl+ZwOyG183MXA== 0000899243-99-001851.txt : 19990827 0000899243-99-001851.hdr.sgml : 19990827 ACCESSION NUMBER: 0000899243-99-001851 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990826 EFFECTIVENESS DATE: 19990826 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MCDERMOTT INTERNATIONAL INC CENTRAL INDEX KEY: 0000708819 STANDARD INDUSTRIAL CLASSIFICATION: SHIP & BOAT BUILDING & REPAIRING [3730] IRS NUMBER: 720593134 STATE OF INCORPORATION: R1 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-85971 FILM NUMBER: 99700238 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, D.C. 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) 1996 OFFICER LONG-TERM INCENTIVE PLAN (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 to be offering price aggregate registration registered per share/1/ offering price fee - ------------------------------------------------------------------------------------------ Common Stock, $1.00 par value /2/ 1,500,000 $25.0625 $37,593,750 $10,452 ==========================================================================================
_______________________________ (1) The proposed maximum aggregate offering price is based upon the average sales price on the New York Stock Exchange on August 23, 1999. (2) Includes associated rights to purchase Series D Participating Preferred Stock of McDermott International, Inc. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information This Registration Statement relates to the registration of 1,500,000 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 1996 Officer Long-Term Incentive Plan. This Registration Statement on Form S-8 incorporates by reference the Registrant's previously filed registration statement relating to the Registrant's 1996 Officer Long-Term Incentive Plan on Form S-8 (No. 333-12531). The documents containing the information specified in Part I of Form S-8 will be, or previously have been, sent or given to participants under the plan 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 and 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 -2- 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: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 1999 filed with the Commission on June 10, 1999, as amended by Form 10-K/A filed with the Commission on June 29, 1999; (b) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1999 filed with the Commission on August 11, 1999; (c) The Registrant's registration statement on Form S-8 (No. 333-12531) filed with the Commission on September 24, 1996; and (d) The description of 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. -3- 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 (333-12531). 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 Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 1998) 4.3 Amended and Restated Rights Agreement dated as of April 15, 1999 between the Registrant and First Chicago Trust Company of New York, as Rights Agent -4- (incorporated by reference to Exhibit 4.1 of the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 1999) 5 Opinion of Durling & Durling 23.1 Consent of Durling & Durling (included in Exhibit 5) 23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants 23.3 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 Incorporated by reference from the Registrant's registration statement on Form S-8 (333-12531). -5- 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 25th day of August, 1999. McDermott International, Inc. By /s/ ROGER E. TETRAULT ------------------------------- Roger E. Tetrault 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 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. -6- 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 August 25, 1999 - -------------------------- Roger E. Tetrault and Chief Executive Officer and Director (Principal Executive Officer and Authorized Representative in the United States) /s/ Daniel R. Gaubert Senior Vice President, August 25, 1999 - -------------------------- Daniel R. Gaubert and Chief Financial Officer (Principal Financial and Principal Accounting Officer) /s/ Philip J. Burgieres Director August 25, 1999 - -------------------------- Philip J. Burgieres /s/ Bruce DeMars Director August 25, 1999 - -------------------------- Bruce DeMars /s/ Joe B. Foster Director August 25, 1999 - -------------------------- Joe B. Foster /s/ Robert L. Howard Director August 25, 1999 - -------------------------- Robert L. Howard /s/ John W. Johnstone, Jr. Director August 25, 1999 - -------------------------- John W. Johnstone, Jr. -7- /s/ Kathryn D. Sullivan Director August 25, 1999 - -------------------------- Kathryn D. Sullivan /s/ John N. Turner Director August 25, 1999 - -------------------------- John N. Turner /s/ Richard E. Woolbert Director August 25, 1999 - -------------------------- Richard E. Woolbert -8- 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 Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 1998) 4.3 Amended and Restated Rights Agreement dated as of April 15, 1999 between the Registrant and First Chicago Trust Company of New York, as Rights Agent (incorporated by reference to Exhibit 4.1 of the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 1999) 5 Opinion of Durling & Durling 23.1 Consent of Durling & Durling (included in Exhibit 5) 23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants 23.3 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) -9- EX-5 2 OPINION OF DURLING & DURLING Exhibit 5 August 25, 1999 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 1,500,000 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 1996 Officer Long-Term Incentive 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 OF PRICEWATERHOUSECOOPERS LLP EXHIBIT 23.2 Consent of Independent Accountants We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated May 14, 1999 relating to the financial statements, which appears in McDermott International, Inc.'s Annual Report on Form 10-K for the year ended March 31, 1999. We also consent to the incorporation by reference of our report dated May 14, 1999 relating to Schedule 1-Condensed Financial Information of such registrant, which appears in such Annual Report on Form 10-K, as amended. PricewaterhouseCoopers LLP New Orleans, Louisiana August 24, 1999 EX-23.3 4 CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.3 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 1996 Officer Long-Term Incentive Plan of McDermott International, Inc. of our report dated May 19, 1998 with respect to the consolidated financial statements of McDermott International, Inc. included in its Annual Report (Form 10-K) for the year ended March 31, 1998, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP New Orleans, Louisiana August 24, 1999 -----END PRIVACY-ENHANCED MESSAGE-----