As filed with the Securities and Exchange Commission on July 20, 2004
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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DIAMOND OFFSHORE DRILLING, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 76-0321760
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
15415 KATY FREEWAY, SUITE 100
HOUSTON, TEXAS 77094-1850
(Address and Zip Code of Principal Executive Offices)
AMENDED AND RESTATED
DIAMOND OFFSHORE DRILLING, INC.
2000 STOCK OPTION PLAN
(Full Title of the Plan)
WILLIAM C. LONG, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
DIAMOND OFFSHORE DRILLING, INC.
15415 KATY FREEWAY, SUITE 100
HOUSTON, TEXAS 77094
(281) 492-5300
(Name and Address of Agent for Service)
(Telephone Number, Including Area Code, of Agent for Service)
With a copy to:
SHELTON M. VAUGHAN, ESQ.
WEIL, GOTSHAL & MANGES LLP
700 LOUISIANA, SUITE 1600
HOUSTON, TEXAS 77002
(713) 546-5000
CALCULATION OF REGISTRATION FEE
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Amount To Be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
Title Of Securities To Be Registered Registered (1) Price Per Share (2) Offering Price (2) Registration Fee
-------------------------------------- ----------------- --------------------------- ---------------------------- ------------------
Common Stock, par value $.01 per share 750,000 shares $23.56 $17,670,000 $2,239
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(1) Plus such indeterminate number of shares of common stock, par value $.01
per share ("Common Stock"), of the registrant as may be issued to prevent
dilution resulting from stock dividends, stock splits or similar
transactions in accordance with Rule 416 under the Securities Act of 1933,
as amended (the "Securities Act").
(2) Estimated in accordance with Rule 457(c) under the Securities Act based on
the average of the high and low sales price per share of the registrant's
Common Stock on July 13, 2004, as reported on the New York Stock Exchange,
solely for the purpose of calculating the registration fee pursuant to Rule
457(h)(1) of the Securities Act.
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, this registration
statement hereby incorporates by reference the contents of the registration
statement on Form S-8 (Registration No. 333-42930) filed by Diamond Offshore
Drilling, Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission") on August 3, 2000 relating to the Diamond Offshore Drilling, Inc.
2000 Stock Option Plan, except as expressly modified herein.
On May 18, 2004, the stockholders of the Company approved certain
amendments to the Diamond Offshore Drilling, Inc. 2000 Stock Option Plan
previously adopted by the Board of Directors of the Company, subject to
stockholder approval, which increased by 750,000 shares the number of shares of
common stock, par value $.01 per share ("Common Stock"), of the Company
available for delivery thereunder. This registration statement registers such
750,000 additional shares of Common Stock available under the Amended and
Restated Diamond Offshore Drilling, Inc. 2000 Stock Option Plan (the "Plan").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference herein and shall be deemed to be a part
hereof:
A. the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2003;
B. the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2004; and
C. the description of the Company's Common Stock contained in
Amendment No. 1 to the Company's Registration Statement on
Form 8-A, filed with the Commission under the Exchange Act
on October 10, 1995, and including any further amendments
or reports filed for the purpose of updating such
description.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than
information in a current report on Form 8-K that is furnished and not deemed to
be "filed" for purposes of Section 18 of the Exchange Act), prior to the filing
of a post-effective amendment to this Registration Statement which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated in this
Registration Statement by reference and to be a part hereof from the date of
filing of such documents.
Any statement contained in this Registration Statement, in any
amendment to this Registration Statement or in a document incorporated by
reference in this Registration Statement shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained in this Registration Statement or in any subsequently filed
supplement to this Registration Statement, or in any document that also is
incorporated by reference in this Registration Statement, modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
William C. Long, Vice President, General Counsel and Secretary of the
Company, holds options to purchase shares of Common Stock pursuant to the Plan.
Mr. Long has provided the legal opinion attached hereto as Exhibit 5.1 regarding
the legality of the securities being registered pursuant to this Registration
Statement.
II-1
ITEM 8. EXHIBITS.
The following documents are filed as a part of this registration
statement or incorporated by reference herein:
4.1 Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3.1 to the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2003).
4.2 Amended and Restated By-laws of the Company (incorporated
by reference to Exhibit 3.2 to the Company's Quarterly
Report on Form 10-Q for the quarterly period ended March
31, 2001).
4.3* Amended and Restated Diamond Offshore Drilling, Inc. 2000
Stock Option Plan.
5.1* Legal opinion of William C. Long, Esq.
23.1* Consent of Deloitte & Touche LLP.
23.2* Consent of William C. Long, Esq. (included in Exhibit
5.1).
24.1* Power of Attorney (set forth on the signature page to this
Registration Statement).
* Filed herewith
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Houston, State of Texas, on July 20, 2004.
DIAMOND OFFSHORE DRILLING, INC.
By: /s/ Gary T. Krenek
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Gary T. Krenek
Vice President and Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby designates,
constitutes and appoints each of William C. Long and Gary T. Krenek (with full
power to each of them to act alone) as his true and lawful attorney-in-fact and
agent, with full power of substitution and re-substitution (the
"Attorneys-in-Fact"), for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, which amendments may make such changes in this
Registration Statement as either Attorney-in-Fact deems appropriate, and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Commission, and hereby grants to each such Attorney-in-Fact full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as each signatory
might or could do in person, and hereby ratifies and confirms all that said
Attorneys-in-Fact or any of them or his or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
Signature Title Date
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/s/ James S. Tisch Chairman of the Board and Chief Executive July 20, 2004
-------------------------------------- Officer (principal executive officer)
James S. Tisch
/s/ Lawrence R. Dickerson President, Chief Operating Officer and July 20, 2004
-------------------------------------- Director
Lawrence R. Dickerson
/s/ Gary T. Krenek Vice President and Chief Financial Officer July 20, 2004
-------------------------------------- (principal financial officer)
Gary T. Krenek
/s/ Beth G. Gordon Controller (principal accounting officer) July 20, 2004
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Beth G. Gordon
/s/ Alan R. Batkin Director July 20, 2004
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Alan R. Batkin
/s/ Herbert C. Hofmann Director July 20, 2004
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Herbert C. Hofmann
/s/ Arthur L. Rebell Director July 20, 2004
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Arthur L. Rebell
/s/ Raymond S. Troubh Director July 20, 2004
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Raymond S. Troubh
/s/ Charles L. Fabrikant Director July 20, 2004
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Charles L. Fabrikant
EXHIBIT INDEX
4.1 Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3.1 to the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2003).
4.2 Amended and Restated By-laws of the Company (incorporated
by reference to Exhibit 3.2 to the Company's Quarterly
Report on Form 10-Q for the quarterly period ended March
31, 2001).
4.3* Amended and Restated Diamond Offshore Drilling, Inc. 2000
Stock Option Plan.
5.1* Legal opinion of William C. Long, Esq.
23.1* Consent of Deloitte & Touche LLP.
23.2* Consent of William C. Long, Esq. (included in Exhibit
5.1).
24.1* Power of Attorney (set forth on the signature page to this
Registration Statement).
* Filed herewith