UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): September 7, 2006
NOBLE CORPORATION
(Exact name of registrant as specified in its charter)
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| CAYMAN ISLANDS
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001-31306
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98-0366361 |
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(State or Other
Jurisdiction of
Incorporation or
Organization)
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(Commission File
Number)
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(I.R.S. Employer
Identification No.) |
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13135 South Dairy Ashford, Suite 800
Sugar Land, Texas
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77478 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (281) 276-6100
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On September 7, 2006, Noble Corporation (the “Registrant”) and Noble Drilling Services Inc.
(the “Employer”), a wholly owned, indirect subsidiary of the Registrant, entered into an employment
arrangement with David W. Williams pursuant to which Mr. Williams will serve as the Senior Vice
President — Business Development of the Employer. Pursuant to the terms of the employment
arrangement, the Employer will pay Mr. Williams an annual salary of $450,000, and Mr. Williams will
participate in all employee benefits available to other executives of the Employer or the
Registrant, including health care and life and short-term disability insurance programs. Mr.
Williams will also be eligible to participate in the Noble Drilling Corporation Profit Sharing
Plan, Noble Drilling Corporation 401(k) Savings Plan, Noble Drilling Corporation 401(k) Savings
Restoration Plan, Noble Corporation Short Term Incentive Plan, and Noble Corporation 1991 Stock
Option and Restricted Stock Plan (the “Plan”). In connection with Mr. Williams’ employment, the
Compensation Committee of the Board of Directors of the Registrant has authorized and approved the
grant of nonqualified options to purchase 50,000 of the Registrant’s Ordinary Shares and the award
of 50,000 time-vested restricted shares. The options will vest over a three year period ending on
the third anniversary of the grant date (i.e., the date of commencement of employment) and, if not
sooner forfeited or exercised, will expire upon the tenth anniversary of such date. The restricted
shares will also vest over the same three-year period. The stock options and restricted shares
will be awarded under the Plan, which has been previously approved by the holders of Ordinary
Shares of the Registrant. The Employer expects the date of commencement of employment of Mr.
Williams to be on or about September 20, 2006.
The Employer and Mr. Williams will enter into an employment agreement that becomes effective
upon a change of control of the Registrant (within the meaning set forth in the agreement) or a
termination of employment in connection with or in anticipation of a change of control, and remain
effective for three years thereafter. The performance by the Employer of this employment agreement
will be guaranteed by the Registrant. A brief description of such form of employment agreement is
included under “Employment Agreements” on page 17 of the Registrant’s definitive proxy statement
dated March 17, 2006 and is incorporated herein by reference.
Prior to his hiring by the Employer, Mr. Williams served as Executive Vice President of
Diamond Offshore Drilling Inc., an offshore drilling contractor.
Item 7.01 Regulation FD Disclosure.
On September 11, 2006, the Company issued a press release announcing the hiring of David W.
Williams by the Employer. A copy of such press release is attached as Exhibit 99.1 to this Current
Report on Form 8-K and will be published in the “Newsroom” area on the Company’s web site at
http://www.noblecorp.com. Pursuant to the rules and regulations of the U.S. Securities and
Exchange Commission, the press release is being furnished and shall not be deemed to be “filed”
under the Securities Exchange Act of 1934.
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