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, 2005
NOBLE CORPORATION
(Exact name of Registrant as specified in its charter)
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| Cayman Islands
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0-13857
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98-0366361 |
(State or other
jurisdiction of
incorporation or
organization)
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(Commission file number)
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(I.R.S. employer
identification
number) |
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13135 South Dairy Ashford, Suite 800
Sugar Land, Texas
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77478 |
| (Address of principal executive offices)
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(Zip code) |
Registrant’s telephone number, including area code: (281) 276-6100
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 (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
FORM 8-K
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
As described under Item 5.02 below, the Board of Directors of Noble Corporation (“Noble”) has
elected Bruce W. Busmire as Senior Vice President and Chief Financial Officer, Treasurer and
Controller of Noble, effective October 1, 2005. Mr. Busmire will receive an annual salary at the
rate of $275,000 and is entitled to participate in Noble’s Short Term Incentive Plan (“STIP”) at a
target award level of 50 percent. For additional information on STIP, see “Compensation Philosophy
and Objectives – Annual Incentives” in the Report of the Compensation Committee on Executive
Compensation on page 12 of Noble’s definitive proxy statement dated March 15, 2005 (the “2005 Proxy
Statement”) and filed with the U.S. Securities and Exchange Commission, which section of such
Report is incorporated herein by reference.
Under Noble’s 1991 Stock Option and Restricted Stock Plan, Mr. Busmire will receive an award
of 7,500 performance-vested restricted shares of Noble (which is based on a target award of 5,000
ordinary shares); an award of 4,000 time-vested restricted shares; and a grant of a nonqualified
stock option for 10,000 ordinary shares at an option price of fair market value on the date of
grant (i.e., the date his employment begins). The performance-vested restricted shares will vest,
if at all, in a range from zero to 100 percent of the award based on a performance measure over a
three-year performance cycle. The time-vested restricted shares will vest one-third per year over
three years commencing on the first anniversary of the award. The stock option is exercisable
one-third per year commencing one year from the date of grant.
A wholly-owned, indirect subsidiary of Noble, Noble Drilling Corporation, will enter into an
employment agreement with Mr. Busmire conforming to the form of employment agreement in place
between Noble Drilling Corporation and Noble’s existing executive officers. The performance by
Noble Drilling Corporation of this employment agreement will be guaranteed by Noble. A brief
description of such form of employment agreement is included under “Employment Agreements” on page
9 of the 2005 Proxy Statement and is incorporated herein by reference.
In addition, Noble and Mr. Busmire will enter into an indemnity agreement conforming to
Noble’s form of indemnity agreement with its directors and officers, a copy of which is filed as
Exhibit 10.1 to this current report and incorporated herein by reference.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
PRINCIPAL OFFICERS.
The Board of Directors of Noble has elected Bruce W. Busmire as Senior Vice President and
Chief Financial Officer, Treasurer and Controller of Noble, effective October 1, 2005.
Mr. Busmire, age 47, has been elected to a term of office to serve until his successor is
chosen and qualified or until his earlier death, resignation or removal. There are no arrangements
or understandings between Mr. Busmire and any other person pursuant to which he was elected to his
offices. There are no family relationships between Mr. Busmire and any director or executive
officer of Noble.
From April 2004 until his joining Noble, Mr. Busmire served as a Managing Director of
Pickering Energy Partners, Inc., a privately-held energy research firm and member NASD/SIPC. From
January 2000 to May 2003, he served as Vice President of Investor Relations at Ocean Energy, Inc.,
then a publicly-traded independent oil and gas company which subsequently was acquired by Devon
Energy Corporation. Prior to January 2000, Mr. Busmire served in various finance and accounting
positions for companies in the energy industry for over 20 years.
See Item 1.01 above for additional information in connection with Mr. Busmire’s employment.
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