As filed with the Securities and Exchange Commission on February 28, 2020
REGISTRATION STATEMENT NO. 02-83692
REGISTRATION STATEMENT NO. 33-16680
REGISTRATION STATEMENT NO. 33-51892
REGISTRATION STATEMENT NO. 33-51894
REGISTRATION STATEMENT NO. 33-63832
REGISTRATION STATEMENT NO. 33-55341
REGISTRATION STATEMENT NO. 33-60499
REGISTRATION STATEMENT NO. 333-12531
REGISTRATION STATEMENT NO. 333-39087
REGISTRATION STATEMENT NO. 333-39089
REGISTRATION STATEMENT NO. 333-85971
REGISTRATION STATEMENT NO. 333-97813
REGISTRATION STATEMENT NO. 333-121033
REGISTRATION STATEMENT NO. 333-133976
REGISTRATION STATEMENT NO. 333-159129
REGISTRATION STATEMENT NO. 333-192029
REGISTRATION STATEMENT NO. 333-195772
REGISTRATION STATEMENT NO. 333-211028
REGISTRATION STATEMENT NO. 333-222662
REGISTRATION STATEMENT NO. 333-231182
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 02-83692
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 33-16680
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 33-51892
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 33-51894
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 33-63832
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 33-55341
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 33-60499
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-12531
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-39087
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-39089
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-85971
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-97813
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-121033
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-133976
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-159129
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-192029
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-195772
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-211028
POST-EFFECTIVE AMENDMENT NO. 2 ON FORM S-8 TO FORM S-4 REGISTRATION STATEMENT NO. 333-222662
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-231182
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 of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
757 N. Eldridge Parkway
Houston, TX 77079
(281) 870-5000
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
1972 Stock Option Plan
Career Executive Stock Plan (1974)
1983 Long-Term Performance Incentive Compensation Program
1987 Long-Term Performance Incentive Compensation Plan
1992 Officer Stock Incentive Program
1992 Director Stock Program
1992 Senior Management Stock Option Plan
1996 Officer Long-Term Incentive Plan
1997 Director Stock Program
2001 Directors and Officers Long-Term Incentive Plan
2009 McDermott International, Inc. Long-Term Incentive Plan
Retention Restricted Stock Award Grant Agreement
2014 McDermott International, Inc. Long-Term Incentive Plan
2016 McDermott International, Inc. Long-Term Incentive Plan
Chicago Bridge & Iron 2008 Long-Term Incentive Plan
2009 Amendment to the Chicago Bridge & Iron 2008 Long-Term Incentive Plan
The Shaw Group Inc. 2008 Omnibus Incentive Plan
Chicago Bridge & Iron Company N.V. Supervisory Board of Directors Fee Payment Plan
2019 McDermott International, Inc. Long-Term Incentive Plan
(Full title of the plan)
John M. Freeman
Executive Vice President,
Chief Legal Officer & Corporate Secretary
757 N. Eldridge Parkway
Houston, Texas 77079
(281) 870-5000
(Name, address, including zip code and telephone number, including area code, of agent for service)
Copy to:
Brooks W. Antweil
Kirkland & Ellis LLP
609 Main Street, 45th Floor
Houston, Texas 77002
(713) 836-3600
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer |
☒ |
Accelerated filer |
☐ | |||
Non-accelerated filer |
☐ |
Smaller reporting company |
☐ | |||
Emerging growth company |
☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
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DEREGISTRATION OF SECURITIES
These post-effective amendments (these Post-Effective Amendments) relate to the following Registration Statements on Form S-8 (collectively, the Registration Statements), filed by McDermott International, Inc., a Panamanian corporation (McDermott), with the Securities and Exchange Commission:
| Registration Statement No. 02-83692 on Form S-8, filed on May 12, 1983, registering 2,164,500 shares of common stock, par value $1.00 per share (the Common Stock), of McDermott under the 1983 Long-Term Performance Plan, the Career Executive Stock Plan (1974) and the 1972 Stock Option Plan; |
| Registration Statement No. 33-16680 on Form S-8, filed on August 21, 1987, registering 2,500,000 shares of Common Stock under the 1987 Long-Term Performance Incentive Compensation Plan; |
| Registration Statement No. 33-51892 on Form S-8 filed on September 10, 1992, registering 2,500,000 shares of Common Stock under the 1992 Officer Stock Incentive Program; |
| Registration Statement No. 33-51894 on Form S-8 filed on September 10, 1992, registering 50,000 shares of Common Stock under the 1992 Director Stock Program; |
| Registration Statement No. 33-63832 on Form S-8 filed on June 4, 1993, registering 297,750 shares of Common Stock the 1992 Senior Management Stock Option Plan; |
| Registration Statement No. 33-55341 on Form S-8 filed on September 2, 1994, registering 282,600 shares of Common Stock under the 1992 Senior Management Stock Option Plan; |
| Registration Statement No. 33-60499 on Form S-8 filed on June 22, 1995, registering 797,750 shares of Common Stock under the 1992 Senior Management Stock Option Plan; |
| Registration Statement No. 333-12531 on Form S-8 filed on September 24, 1996, registering 2,500,000 shares of Common Stock under the 1996 Officer Long-Term Incentive Plan; |
| Registration Statement No. 333-39087 on Form S-8 filed on October 30, 1997, registering 1,000,000 shares of Common Stock under the 1992 Senior Management Stock Option Plan; |
| Registration Statement No. 333-39089 on Form S-8 filed on October 30, 1997, registering 100,000 shares of Common Stock under the 1997 Director Stock Program; |
| Registration Statement No. 333-85971 on Form S-8 filed on August 26, 1999, registering 1,500,000 shares of Common Stock under the 1996 Officer Long-Term Incentive Plan; |
| Registration Statement No. 333-97813 on Form S-8 filed on August 8, 2002, registering 3,000,000 shares of Common Stock under the 2001 Directors and Officers Long-Term Incentive Plan; |
| Registration Statement No. 333-121033 on Form S-8 filed on December 7, 2004, registering 1,000,000 shares of Common Stock under 1992 Senior Management Stock Plan (as Amended and Restated effective February 1, 2002); |
| Registration Statement No. 333-133976 on Form S-8 filed on May 10, 2006, registering 2,500,000 shares of Common Stock under the 2001 Directors and Officers Long-Term Incentive Plan (as Amended and Restated effective February 28, 2006); |
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| Registration Statement No. 333-159129 on Form S-8 filed on May 11, 2009, registering 9,000,000 shares of Common Stock under the 2009 McDermott International, Inc. Long-Term Incentive Plan; |
| Registration Statement No. 333-192029 on Form S-8 filed on October 31, 2013, registering 537,482 shares of Common Stock under the Retention Restricted Stock Award Grant Agreement; |
| Registration Statement No. 333-195772 on Form S-8 filed on May 7, 2014, registering 7,374,507 shares of Common Stock under the 2014 McDermott International, Inc. Long-Term Incentive Plan; |
| Registration Statement No. 333-211028 on Form S-8 filed on May 18, 2016, registering 17,600,000 shares of Common Stock under the 2016 McDermott International, Inc. Long-Term Incentive Plan; |
| Registration Statement No. 333-222662 on Form S-8 filed on May 11, 2018, registering 5,974,810 shares of Common Stock under the Chicago Bridge & Iron 2008 Long-Term Incentive Plan, 2009 Amendment to the Chicago Bridge & Iron 2008 Long-Term Incentive Plan, The Shaw Group Inc. 2008 Omnibus Incentive Plan and the Chicago Bridge & Iron Company N.V. Supervisory Board of Directors Fee Payment Plan; and |
| Registration Statement No. 333-231182 on Form S-8 filed on May 3, 2019, registering 9,492,007 shares of Common Stock under the 2019 McDermott International, Inc. Long-Term Incentive Plan. |
On January 21, 2020, McDermott, and certain of its subsidiaries (together with McDermott, the Debtors), filed voluntary petitions (the Chapter 11 Cases) for reorganization under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas to pursue a Joint Repackaged Chapter 11 Plan of Reorganization of the Debtors. The Chapter 11 Cases are being jointly administered under the caption In re McDermott International, Inc., et al., No. 20-30336.
As a result of the Chapter 11 Cases, McDermott has terminated all offerings of securities pursuant to the Registration Statements. In accordance with the undertakings made by McDermott in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of such offering, McDermott hereby removes from registration all of such securities of McDermott registered but unsold under the Registration Statements. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities and McDermott hereby terminates the effectiveness of each Registration Statement.
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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 these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on February 28, 2020.
MCDERMOTT INTERNATIONAL, INC. | ||
By: | /s/ John M. Freeman | |
John M. Freeman | ||
Executive Vice President, Chief Legal Officer and Corporate Secretary |
Pursuant to the requirements of the Securities Act, these Post-Effective Amendments to the Registration Statements have been signed by the following persons in the capacities indicated on February 28, 2020.
Signature |
Title | |
/s/ David Dickson David Dickson |
President and Chief Executive Officer Director | |
/s/ Chris Krummel Chris Krummel |
Executive Vice President and Chief Financial Officer | |
/s/ Dale Suderman Dale Suderman |
Vice President, Chief Accounting Officer | |
/s/ Gary P. Luquette Gary P. Luquette |
Non-Executive Chairman of the Board of Directors | |
/s/ Forbes I.J. Alexander Forbes I.J. Alexander |
Director | |
/s/ Philippe Barril Philippe Barril |
Director | |
/s/ John F. Bookout, III John F. Bookout, III |
Director | |
/s/ Alan J. Carr Alan J. Carr |
Director | |
/s/ L. Richard Flury L. Richard Flury |
Director | |
/s/ W. Craig Kissel W. Craig Kissel |
Director |
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Signature |
Title | |
/s/ James H. Miller James H. Miller |
Director | |
/s/ William H. Schumann, III William H. Schumann, III |
Director | |
/s/ Mary Shafer-Malicki Mary Shafer-Malicki |
Director | |
/s/ Heather L. Summerfield Heather L. Summerfield |
Director | |
/s/ Marsha C. Williams Marsha C. Williams |
Director |
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