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): February 3, 2006
NOBLE CORPORATION
(Exact name of registrant as specified in its charter)
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Cayman Islands
(State or other
jurisdiction of
incorporation)
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001-31306
(Commission File
Number)
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98-0366361
(I.R.S. Employer Identification No.) |
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13135 South Dairy Ashford, Suite 800
Sugar Land,
Texas
(Address of Principal Executive Offices)
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77478
(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):
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-2(c))
TABLE OF CONTENTS
Item 3.03. Material Modification to Rights of Security Holders.
Effective as of February 3, 2006, 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
an amendment (the “Amendment”) to the Rights Agreement dated March 13, 2002 between the Company and
the Rights Agent, as amended by the First Amendment to Rights Agreement dated March 12, 2003 and
the Second Amendment to Rights Agreement dated June 9, 2005 (as amended, the “Rights Agreement”).
The Amendment provides, in general, for the expiration of the Rights Agreement upon adoption by the
Board of Directors of the Company of a specified policy regarding shareholder rights plans. A copy
of the Amendment is attached as an exhibit to this Current Report on Form 8-K and is incorporated
herein by reference.
Also, the Board of Directors of the Company has adopted the following policy as of February 3,
2005:
“Noble Corporation
Board Policy on Shareholder Rights Plans
Upon adoption of this policy by the Board of Directors of Noble Corporation (the
“Corporation”), the Corporation shall not have in place a shareholder rights plan.
Before adopting a shareholder rights plan in the future, the Board of Directors of the
Corporation would seek prior member approval of the plan unless, due to timing constraints
or other reasons, a majority of independent directors of the Corporation determines that it
would be in the best interests of the Corporation and its members to adopt a plan before
obtaining member approval.
If a shareholder rights plan is so adopted without prior member approval, the plan must
either be ratified by members or must expire, without being renewed or replaced, within one
year.
The Nominating and Corporate Governance Committee of the Board of Directors of the
Corporation shall review this policy periodically and report to the Board of Directors any
recommendations it may have concerning this policy.”
As a result of the Amendment and the adoption of the policy described above,
as of February 3, 2006, the Rights Agreement has expired and no rights to purchase
Series A Junior Participating Preferred Shares, par value US$1.00 per share, of the
Company remain outstanding.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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(4) |
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Third Amendment to Rights Agreement between Noble Corporation and UMB Bank,
N.A., as Rights Agent, effective as of February 3, 2006. |
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