As filed with the Securities and Exchange Commission on March 14, 2003
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
(AMENDMENT NO. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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NOBLE CORPORATION
(Exact name of registrant as specified in its charter)
CAYMAN ISLANDS 98-0366361
(State of incorporation or organization) (IRS Employer Identification No.)
13135 SOUTH DAIRY ASHFORD, SUITE 800
SUGAR LAND, TEXAS 77478
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [X]
If this Form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH EACH
TO BE SO REGISTERED CLASS IS TO BE REGISTERED
PREFERRED SHARE PURCHASE RIGHTS TO NEW YORK STOCK
PURCHASE SERIES A JUNIOR PARTICIPATING EXCHANGE
PREFERRED SHARES, PAR VALUE $1.00 PER SHARE
Securities to be registered pursuant to Section 12(g) of the Act: NONE
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Noble Corporation hereby amends Item 1 of its Registration Statement on
Form 8-A, dated April 26, 2002, by adding the information set forth below under
the new caption "First Amendment to the Rights Agreement." Noble Corporation
also amends Item 2 of such Form 8-A by filing the First Amendment to the Rights
Agreement as Exhibit 6 hereto.
ITEM 1. Description of Registrant's Securities to be Registered.
The information for the Ordinary Shares and the Preferred Share
Purchase Rights under the caption "Description of Authorized Shares of
Noble-Cayman" set forth in the Registration Statement on Form S-4 (Registration
No. 333-84278) of Noble Corporation (the "Company") filed with the Securities
and Exchange Commission on March 13, 2002 is incorporated herein by reference.
FIRST AMENDMENT TO THE RIGHTS AGREEMENT
On March 12, 2003, Noble Corporation, a Cayman Islands exempted company
limited by shares (the "Company"), and UMB Bank, N.A., as Rights Agent (the
"Rights Agent"), entered into the First Amendment to the Rights Agreement (the
"Amendment"). The Amendment amends the Rights Agreement dated as of March 13,
2002, between the Company and the Rights Agent (the "Rights Agreement"), to
increase from 15% to 25% the maximum percentage of the outstanding Ordinary
Shares, par value US$.10, of the Company that any Person, and such Person's
Affiliates and Associates (as such terms are defined in the Rights Agreement),
could beneficially own without causing the Rights to become exercisable. A copy
of the Amendment is filed as an exhibit to this Registration Statement and is
incorporated herein by reference.
ITEM 2. Exhibits.
Exhibit No. Description of Exhibit
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1 Memorandum of Association of the Company (incorporated by
reference to Exhibit 3.3 of the Company's Registration
Statement on Form S-4, Registration No. 333-84278)
2 Articles of Association of the Company (incorporated by
reference to Exhibit 3.4 of the Company's Registration
Statement on Form S-4, Registration No. 333-84278)
3 Specimen Ordinary Share Certificate, par value US$0.10 per
share, of the Company (incorporated by reference to Exhibit
3.5 of the Company's Registration Statement on Form S-4,
Registration No. 333-84278)
4 Terms of Series A Junior Participating Preferred Shares of the
Company (incorporated by reference to Exhibit 4.1 of the
Company's Registration Statement on Form S-4, Registration No.
333-84278)
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Exhibit No. Description of Exhibit
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5 Rights Agreement between the Company and UMB Bank, N.A., as
Rights Agent, which includes the Form of Right Certificate as
Exhibit B thereto (incorporated by reference to Exhibit 4.1 of
the Company's Registration Statement on Form S-4, Registration
No. 333-84278)
6 First Amendment to Rights Agreement between the Company and
UMB Bank, N.A., as Rights Agent, dated as of March 12, 2003
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
NOBLE CORPORATION
Date: March 14, 2003 By: /s/ JULIE J. ROBERTSON
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Julie J. Robertson
Senior Vice President - Administration
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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1 Memorandum of Association of the Company (incorporated by
reference to Exhibit 3.3 of the Company's Registration
Statement on Form S-4, Registration No. 333-84278)
2 Articles of Association of the Company (incorporated by
reference to Exhibit 3.4 of the Company's Registration
Statement on Form S-4, Registration No. 333-84278)
3 Specimen Ordinary Share Certificate, par value US$0.10 per
share, of the Company (incorporated by reference to Exhibit
3.5 of the Company's Registration Statement on Form S-4,
Registration No. 333-84278)
4 Terms of Series A Junior Participating Preferred Shares of the
Company (incorporated by reference to Exhibit 4.1 of the
Company's Registration Statement on Form S-4, Registration No.
333-84278)
5 Rights Agreement between the Company and UMB Bank, N.A., as
Rights Agent, which includes the Form of Right Certificate as
Exhibit B thereto (incorporated by reference to Exhibit 4.1 of
the Company's Registration Statement on Form S-4, Registration
No. 333-84278)
6 First Amendment to Rights Agreement between the Company and
UMB Bank, N.A., as Rights Agent, dated as of March 12, 2003