As filed with the Securities and Exchange Commission on April 22, 2002
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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NOBLE CORPORATION
(Exact name of registrant as specified in its charter)
CAYMAN ISLANDS 1381 98-0366361
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
ROBERT D. CAMPBELL
PRESIDENT
NOBLE CORPORATION
13135 SOUTH DAIRY ASHFORD, SUITE 800 13135 SOUTH DAIRY ASHFORD, SUITE 800
SUGAR LAND, TEXAS 77478 SUGAR LAND, TEXAS 77478
(281) 276-6100 (281) 276-6100
(Address, including Zip Code, and telephone number, (Name, address, including zip code, and telephone number,
including area code, of registrant's principal executive offices) including area code, of agent for service)
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Copy to:
David L. Emmons
Baker Botts L.L.P.
2001 Ross Avenue, Suite 700
Dallas, Texas 75201-2980
(214) 953-6500
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after this Registration Statement becomes
effective and all other conditions to the merger of Noble Drilling Corporation,
a Delaware corporation ("Noble-Delaware"), with Noble Cayman Acquisition
Corporation, an indirect, wholly owned subsidiary of the registrant, have been
satisfied.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box: [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement number for the same offering. [X] 333-84278
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
CALCULATION OF REGISTRATION FEE
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AMOUNT TO PROPOSED PROPOSED
BE MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF REGISTERED OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED(1) (2) PER SHARE(3) OFFERING PRICE(3) REGISTRATION FEE
------------------------------ ---------- -------------- ----------------- ----------------
Ordinary Shares, par value U.S.$0.10 per share ...... 2,500,000 $ 39.625 $ 99,062,500 $ 9,114
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(1) Includes Series A Junior Participating Preferred Share Purchase Rights (the
"Rights"). The Rights are associated with and will trade with the Ordinary
Shares of the registrant. No additional registration fee is required with
respect to the Rights.
(2) Represents the number of additional Ordinary Shares of the registrant that
may be issued in connection with the merger of Noble-Delaware and Noble
Cayman Acquisition Corporation (the "merger"), as described in Registration
Statement No. 333-84278, which became effective on March 22, 2002. In
connection with the filing of that Registration Statement, 132,135,326
Ordinary Shares of the registrant (and the related Rights) were registered
with the Securities and Exchange Commission and a fee of $441,948 was paid.
The registrant now anticipates that up to 134,635,326 of its Ordinary
Shares (and related Rights) may be issued in the merger.
(3) Reflects the market price of the common stock of Noble-Delaware to be
exchanged for Ordinary Shares of the registrant in connection with the
merger computed in accordance with Rule 457(c) and Rule 457(f)(1) under the
Securities Act based upon the average of the high and low prices of the
common stock of Noble-Delaware as reported by the New York Stock Exchange,
Inc. on April 15, 2002, and is estimated solely to determine the
registration fee.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to Section 8(a), may determine.
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EXPLANATORY NOTE
This Registration Statement is being filed by the registrant pursuant to
General Instruction K to Form S-4 Registration Statement and Rule 462(b) under
the Securities Act of 1933 to register an additional 2,500,000 Ordinary Shares
of the registrant (and related Series A Junior Participating Preferred Share
Purchase Rights (the "Rights")) for issuance in connection with the merger of
Noble Cayman Acquisition Corporation, an indirect, wholly owned subsidiary of
the registrant, with and into Noble Drilling Corporation (the "Merger").
The registrant previously registered a total of 132,135,326 Ordinary Shares
(and related Rights) in connection with the Merger by means of a currently
effective Registration Statement on Form S-4 (Registration No. 333-84278), which
was originally filed with the Securities and Exchange Commission on March 13,
2002 and the final proxy statement/prospectus of which was filed pursuant to
Rule 424(b)(3) on March 22, 2002 (the "Prior Registration Statement"). The total
number of Ordinary Shares of the registrant (and related Rights) to be issued
pursuant to the Merger is now expected not to exceed 134,635,326.
INCORPORATION BY REFERENCE
The contents of the Prior Registration Statement are hereby incorporated by
reference into this Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Sugar Land, State of
Texas, on April 22, 2002.
NOBLE CORPORATION
By: /s/ ROBERT D. CAMPBELL
-----------------------------------
Robert D. Campbell
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on April 22,
2002 in the capacities indicated.
SIGNATURE TITLE
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/s/ JAMES C. DAY Chairman of the Board, Chief Executive Officer and
----------------------------------------------------- Director (Principal Executive Officer)
James C. Day*
/s/ ROBERT D. CAMPBELL President and Director
-----------------------------------------------------
Robert D. Campbell
/s/ MARK A. JACKSON Senior Vice President -- Finance, Chief Financial
----------------------------------------------------- Officer, Treasurer, Controller and Assistant
Mark A. Jackson Secretary (Principal Financial and Accounting Officer)
/s/ JULIE J. ROBERTSON Senior Vice President -- Administration, Secretary
----------------------------------------------------- and Director
Julie J. Robertson
*By: /s/ ROBERT D. CAMPBELL
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Robert D. Campbell, Attorney-In-Fact
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EXHIBIT INDEX
EXHIBIT EXHIBIT DESCRIPTION
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5.1 Opinion of Maples and Calder, regarding the legality of
securities to be issued by Noble Corporation, a Cayman
Islands exempted company limited by shares
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Maples and Calder (included in Exhibit 5.1)
23.3 Consent of Maples and Calder
23.4 Consent of Thompson & Knight L.L.P.
24.1 Power of Attorney given by James C. Day (incorporated by
reference to the power of attorney contained in Form S-4
Registration Statement (No. 333-84278))
99.1 Consent of Michael A. Cawley as nominee for directorship
99.2 Consent of Lawrence J. Chazen as nominee for
directorship
99.3 Consent of Luke R. Corbett as nominee for directorship
99.4 Consent of Marc E. Leland as nominee for directorship
99.5 Consent of Jack E. Little as nominee for directorship
99.6 Consent of William A. Sears as nominee for directorship
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