Cayman Islands 98-0108989 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) |
777 N. Eldridge Parkway
Houston, Texas 77079-4493
GlobalSanteFe Corporation 1998 Stock Option and Incentive Plan GlobalSantaFe Corporation 1994 Non-Employee Stock Option and Incentive Plan Global Marine Incentive Savings Plan
(Full titles of the plans)
James L. McCulloch, Esq.
Senior Vice President,
General Counsel and Secretary GlobalSantaFe Corporation 777 N. Eldridge Parkway Houston, Texas 77079-4493 (281) 596-5100
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------
Title of securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be registered Registered(1) Offering Price per Aggregate Offering Registration Fee
Share Price
------------------------------------------------------------------------------------------------------------------------------
Ordinary Shares, par 4,177,148(2) $32.86(4) $137,261,083.28 $0(6)
value $.01 per share
------------------------------------------------------------------------------------------------------------------------------
Ordinary Shares, par 3,879,722(3) $20.46(5) $79,379,112.12 $0(6)
value $.01 per share
------------------------------------------------------------------------------------------------------------------------------
Total: 8,056,870 $216,640,195.40 $0(6)
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(1) This registration statement on Form S-8 (this "Registration Statement") shall also cover any additional ordinary shares, par value $0.01 per share (the "Ordinary Shares"), of GlobalSantaFe Corporation (the "Registrant") which become issuable under any of the Registrant's plans registered pursuant to this Registration Statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction or similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant's outstanding Ordinary Shares. Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Global Marine Incentive Savings Plan.
(2) Represents an aggregate of 4,177,148 Ordinary Shares of the Registrant
relating to outstanding awards and issuable under the following plans:
42,560 Ordinary Shares under the GlobalSantaFe Corporation 2001
Non-Employee Director Stock Option and Incentive Plan, 4,114,638
Ordinary Shares under the GlobalSantaFe Corporation 1998 Stock Option
and Incentive Plan and 19,950 Ordinary Shares under the GlobalSantaFe
Corporation 1994 Non-Employee Stock Option and Incentive Plan
(collectively, the "Plans"). Pursuant to an Agreement and Plan of
Merger, dated as of August 31, 2001 (the "Merger Agreement") among the
Registrant, Silver Sub, Inc., Gold Merger Sub, Inc. ("Gold Merger Sub")
and Global Marine Inc. ("Global Marine"), among other things, on
November 20, 2001 (the "Effective Time") (i) Gold Merger Sub merged
with and into Global Marine, with Global Marine as the surviving
entity, (ii) Global Marine became an indirect, wholly owned subsidiary
of the Registrant (together with (i), the "Merger"), (iii) each share
of common stock, par value $0.10 per share, of Global Marine ("Global
Marine Common Stock") outstanding immediately prior to the Effective
Time was converted into a right to receive 0.665 Ordinary Shares (the
"Merger Ratio") and (iv) Ordinary Shares, rather than shares of Global
Marine Common Stock, became issuable pursuant to the Plans for
outstanding awards under the Plans.
(3) Represents an aggregate of 3,879,722 Ordinary Shares of the Registrant available for issuance pursuant to the following plans: 550,288 Ordinary Shares under the GlobalSantaFe Corporation 2001 Non-Employee Director Stock Option and Incentive Plan, 3,190,013 Ordinary Shares under the GlobalSantaFe Corporation 1998 Stock Option and Incentive Plan, 46,321 Ordinary Shares under the GlobalSantaFe Corporation 1994 Non-Employee Stock Option and Incentive Plan and 93,100 Ordinary Shares under the Global Marine Incentive Savings Plan.
(4) Pursuant to Rule 457(h) of the Securities Act, the Proposed Maximum Offering Price Per Share and the Proposed Maximum Aggregate Offering Price for a total of 4,177,148 Ordinary Shares subject to currently outstanding options are based on the exercise price of the stock options adjusted by the Merger Ratio.
(5) Pursuant to Rules 457(c) and 457(h) of the Securities Act, the Proposed Maximum Offering Price Per Share and the Proposed Maximum Aggregate Offering Price for a total of 3,879,722 Ordinary Shares are estimated solely for the purpose of calculating the registration fee and are based on the average of the high and low prices of the of the Ordinary Shares on the New York Stock Exchange consolidated reporting system on November 16, 2001.
(6) The aggregate amount of registration fee for this Registration Statement is $54,160.04. Pursuant to Rule 457(p) of the Securities Act, the aggregate amount of the registration fee to be paid is offset by $32,859.72, representing the amount of the registration fees associated with 3,500,000 unsold Ordinary Shares previously paid in connection with the filing of the Registration Statement on Form F-3, filed June 2, 2000 (File No. 333-38436), by $18,530.44, representing the amount of registration fees associated with 4,500.00 unsold shares of Global Marine Common Stock, previously paid in connection with the filing of the Registration Statement on Form S-8, filed June 10, 1999 (File No. 333-80383) and by $2,769.88, representing the amount of the registration fees associated with 364,458 unsold shares of Global Marine Common Stock, previously paid in connection with the filing of the Registration Statement on Form S-8, filed June 27, 2000 (File No. 333-40244). As a result, no registration fee is owed pursuant to this Registration Statement.
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents that the Registrant has filed with or furnished to the Securities and Exchange Commission (the "Commission") are incorporated in this Registration Statement by reference and made a part hereof:
(a) Annual Report on Form 10-K for the fiscal year ended December 31, 2000;
(b) Quarterly Reports on Form 10-Q for the periods ended September 30, 2001, June 30, 2001, and March 31, 2001;
(c) Current Report on Form 8-K filed with the Commission on November 20, 2001
(d) Current Report on Form 8-K filed with the Commission on October 9, 2001;
(e) Current Report on Form 8-K filed with the Commission on September 4, 2001;
(f) Current Report on Form 8-K filed with the Commission on March 13, 2001;
(g) The Registrant's Registration Statement on Form S-4 filed with the Commission on October 12, 2001; and
(h) The description of the Registant's Ordinary Shares contained in its Registration Statement on Form F-1 dated May 14, 1997.
The following documents filed with the Commission by Global Marine are hereby incorporated by reference into this Registration Statement:
(a) Annual Report on Form 10-K for the fiscal year ended December 31, 2000;
(b) Annual Report on Form 11-K for the Global Marine Incentive Savings Plan for the fiscal year ended December 31, 2000; and
(c) Quarterly Report on Form 10-Q for the period ended September 30, 2001.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities and Exchange Act (the "Exchange Act")
subsequent to the effective date of this Registration Statement, but prior to
the filing of a post-effective amendment to this Registration Statement
indicating that all securities offered hereby have been sold or de-registering
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.
Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Cayman Islands law does not limit the extent to which a company may indemnify its directors, officers, employees and agents except to the extent that such provision may be held by the Cayman Islands courts to be contrary to public policy. For instance, a provision purporting to provide indemnification against the consequences of committing a crime may be deemed contrary to public policy. In addition, an officer or director may not be indemnified for his own fraud, willful neglect or willful default. The Registrant's amended articles of association make indemnification of directors and officers and advancement of expenses to defend claims against directors and officers mandatory on the part of the Registrant to the fullest extent allowed by law.
Article XXVII of the Registrant's amended and restated articles of association provides that:
The Registrant will indemnify, except in respect of willful default or fraud, to the full extent at the date such articles of association were adopted or thereafter permitted by law, any person (including his heirs, executors and administrators) who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without limitation, an action by or in the right of the Registrant), by reason of his acting as, or having in the past acted as, a director, officer, employee or agent of, or his acting in any other capacity for or on behalf of, the Registrant (including his serving for, on behalf of or at the request of the Registrant as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, or in a fiduciary or other capacity with respect to any employee benefit plan maintained by the Registrant) against any expense (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person (or his heirs, executors and administrators) in respect thereof. The Registrant shall advance the expenses of defending any such action, suit or proceeding (including appeals) in accordance with and to the full extent at the date such articles of association were adopted or thereafter permitted by law.
The board of directors of the Registrant may, notwithstanding any interest of the directors in such action, authorize the Registrant to purchase and maintain insurance on behalf of any person described in Section 27.1(a) of Article XXVII, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Registrant would have the power to indemnify him against such liability under the provisions of Article XXVII.
The provisions of Article XXVII will be applicable to all actions, claims, suits or proceedings made or commenced after the adoption of such articles of association, whether arising from acts or omissions to act occurring before or after the adoption of such articles of association. The provisions of Article XXVII will be deemed to be a contract between the Registrant and each director, officer, employee or agent who serves in such capacity at any time while Article XXVII and the relevant provisions of the law, if any, are in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts or any action, suit or proceeding then or theretofore existing, or any action, suit or proceeding thereafter brought or threatened based in whole or in part on any such state of facts. If any provision of Article XXVII shall be found to be invalid or limited in application by reason of any law or regulation, it shall not affect any other application of such provision or the validity of the remaining provisions thereof. The rights of indemnification and advancement of expenses provided in Article XXVII shall neither be exclusive of, nor be deemed in limitation of, any rights to which any such officer, director, employee or agent may otherwise be entitled or permitted by contract, vote of shareholders or directors or otherwise, or as a matter of law, both as to actions in his official capacity and actions in any other capacity while holding such office, it being the policy of the Registrant that indemnification of the specified individuals, except in respect of willful default or fraud, shall be made to the fullest extent permitted by law.
The Registrant maintains Directors and Officers Liability Insurance coverage that reimburses sums paid by the Registrant as indemnification to its directors and officers against specific liabilities. Except for some policy terms, conditions and exclusions, such Directors and Officers Liability Insurance covers losses that the insureds become legally obligated to pay because of claims first made against the insureds. These claims must be made during the policy period and result from wrongful acts that are actually or allegedly caused, committed or attempted by the insureds before the end of the policy period. Wrongful acts include any actual or alleged error, misstatement, misleading statement or act, omission, neglect or breach of duty by the insureds while acting in their individual or collective capacities as directors or officers.
The Merger Agreement provides that following the Effective Time, the Registrant will cause Global Marine to indemnify, defend and hold harmless to the fullest extent permitted under applicable law, (1) each person who is, or has been at any time prior to the Effective Time,
an officer or director of Global Marine or any of its subsidiaries or divisions,
(2) each person who served as a director, officer, trustee or fiduciary of
another corporation, partnership, joint venture, trust, pension or other
employee benefit plan or enterprise at the request of Global Marine and (3) each
person who is, or has been at any time prior to the Effective Time, a party to a
written employee indemnification agreement with Global Marine or any subsidiary
thereof, against all losses, claims, damages, liabilities, costs or expenses,
including attorneys' fees, judgments, fines, penalties and amounts paid in
settlement in connection with any claim, action, suit, proceeding or
investigation that arises out of or pertains to actual or alleged acts or
omissions by them in the capacities set forth in (1), (2) and (3) above, whether
commenced, asserted or claimed prior to the Effective Time. In the event of such
claim, action, suit, proceeding or investigation, the Registrant is required to
cause Global Marine to pay, as incurred, the fees and expenses of counsel
selected by the party to be indemnified, which counsel shall be reasonably
acceptable to Global Marine, in advance of the final disposition of any such
claim, action, suit, proceeding or investigation to the fullest extent permitted
by applicable law, and, if required, upon receipt of any undertaking required by
applicable law, and cooperate in the defense of such matter, provided, however,
Global Marine will not be liable for any settlement effected without its prior
consent, which consent shall not be unreasonably withheld, and provided further
that the Registrant and Global Marine will not be obligated to pay the fees and
disbursements of more than one counsel for all those individuals described in
(1), (2) and (3) above in any single claim, action, suit, proceeding or
investigation, unless in the good faith judgment of any such individuals, there
is or may be a conflict of interests between two or more of such individuals, in
which case there may be separate counsel for each similarly situated group.
The Merger Agreement provides that the rights to indemnification will survive the merger and continue in full force and effect. The Merger Agreement also provides that for a period of six years after the Effective Time, the Registrant will maintain officers' and directors' liability insurance covering those individuals described in (1), (2) and (3) of the preceding paragraph who were covered prior to the Effective Time by officers' and directors' liability insurance policies maintained on terms substantially no less advantageous to those individuals than the existing Global Marine insurance, provided that the Registrant and Global Marine will not be required to pay annual premiums in excess of 150% of the last annual premium paid by Global Marine prior to the date of the Merger Agreement, in which case the Registrant and Global Marine will purchase as much coverage as is reasonably practicable for that amount.
It is anticipated that the Registrant will be a party to indemnity agreements with its directors and certain of its executive officers who serve following the Effective Time. The Registrant is currently a party to indemnification agreements with officers and directors who have served prior to the Effective Time. Under these agreements, the Registrant indemnifies persons against specific liabilities due to their service as directors and/or officers. However, the actions that are the basis for the liabilities must have been made in good faith and with a reasonable belief that the actions were not opposed to the Registrant's best interests. For criminal proceedings, the director or officer must have had reasonable cause to believe his conduct was lawful. The indemnity agreements are binding agreements that may not be modified unless by a signed writing executed by the Registrant and the indemnitee.
For the undertaking with respect to indemnification, see Item 9 herein.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in the registration statement;
provided, however, that the undertakings set forth in paragraphs
(a)(1)(i) and (a)(1)(ii) above do not apply if the information required
to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission
by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration
Statement;
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, Texas on November 21, 2001.
GlobalSantaFe Corporation
By: /s/ C. Stedman Garber, Jr.
-----------------------------------------
Name: C. Stedman Garber, Jr.
Title: President and Chief Executive
Officer
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Pursuant to the requirements of the Securities Act of 1933, this Registration statement on Form S-8 has been signed by the following persons in the capacities indicated on the date indicated.
Name and Signature Capacity Date
* November 21, 2001
------------------- Chairman of the Board of
Robert E. Rose Directors
*
-------------------- President and Chief Executive November 21, 2001
C. Stedman Garber, Jr. Officer (Principal Executive
Officer), Director
*
-------------------- Vice President, Controller November 21, 2001
James E. Oliver and Treasurer (Principal
Accounting Officer)
*
-------------------- Senior Vice President and Chief November 21, 2001
W. Matt Ralls Financial Officer (Principal
Financial Officer)
*
-------------------- Senior Vice President, General November 21, 2001
James L. McCulloch Counsel and Secretary (Authorized
Representative in the United States)
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Name and Signature Capacity Date * -------------------- Director November 21, 2001 Thomas W. Cason * ------------------- Director November 21, 2001 C. Russell Luigs * November 21, 2001 ------------------- Director Edward R. Muller * ------------------- Director November 21, 2001 Paul J. Powers * ------------------- Director November 21, 2001 Carroll W. Suggs * ------------------- Director November 21, 2001 John L. Whitmire * ------------------- Director November 21, 2001 Ferdinand A. Berger * ------------------- Director November 21, 2001 Richard L. George * -------------------- Director November 21, 2001 Stephen J. Solarz * -------------------- Director November 21, 2001 Nader H. Sultan |
Name and Signature Capacity Date
*
-------------------- Director November 21, 2001
Khaled R. Al-Haroon
*
-------------------- Director November 21, 2001
Maha A.R. Razzuqi
*By: /s/ Seals M. McCarty
-----------------------------------
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Seals M. McCarty (Attorney-in-fact)
Global Marine Savings Plan. Pursuant to the reqirements of the Securities Act, the trustee (or other persons who administer the employee benefit plan) has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Houston, Texas, on this 21 day of November, 2001.
GLOBAL MARINE SAVINGS PLAN
By: /s/ William H. Gammerdinger
---------------------------------
Name: William H. Gammerdinger
Title: Chairman of the
Administrative Committee
of the Global Marine
Savings Plan
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EXHIBIT INDEX
Exhibit
Number Description
------- -----------
4.1 Agreement and Plan of Merger, dated as of August 31, 2001, among
Santa Fe International Corporation, Silver Sub, Inc., Gold Merger
Sub, Inc. and Global Marine Inc.(incorporated by reference to
Exhibit 2.1 to the Registration Statement on Form S-4
(Registration No. 333-70268)).
4.2 Amended and Restated Memorandum of Association of GlobalSantaFe
Corporation (incorporated by reference to Exhibit 3.1 to the
Registration Statement on Form S-4 (Registration No. 333-70268)).
4.3 Amended and Restated Articles of Association of GlobalSantaFe
Corporation (incorporated by reference to Exhibit 3.2 to the
Registration Statement on Form S-4 (Registration No. 333-70268)).
4.4 GlobalSantaFe Corporation 1998 Stock Option and Incentive Plan
(incorporated by reference to Exhibit 10.1 to Global Marine's
Quarterly Report on Form 10-Q for the quarter ended March 31,
1998), as amended by the First Amendment to the GlobalSantaFe
Corporation 1998 Stock Option and Incentive Plan (incorporated by
reference to Exhibit 10.2 to Global Marine's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2000).
4.5 GlobalSantaFe Corporation 1994 Non-Employee Stock Option and
Incentive Plan.
4.6 Global Marine 1990 Non-Employee Director Stock Option Plan
(incorporated by reference to Exhibit 10.1 to Global Marine Annual
Report on Form 10-K for the year ended December 31, 1991), as
amended by the First Amendment to the Global Marine 1990
Non-Employee Director Stock Option Plan (incorporated by reference
to Exhibit 10.1 to Global Marine Quarterly Report on Form 10-Q for
the quarter ended June 30,1995), and by the Second Amendment to
the Global Marine 1990 Non-Employee Director Stock Option Plan
(incorporated by reference to Exhibit 10.37 to Global Marine
Annual Report on Form 10-K for the year ended December 31, 1996).
4.7 Global Marine Inc. 1989 Stock Option and Incentive Plan
(incorporated by reference to Exhibit 10.6 to Global Marine's
Annual Report on Form 10-K for the year ended December 31, 1988),
as amended by the First Amendment to the Global Marine Inc. 1989
Stock Option and Incentive Plan (incorporated by reference to
Exhibit 10.6 to Global Marine's Annual Report on Form 10-K for the
year ended December 31, 1990), the Second Amendment to the Global
Marine Inc. 1989 Stock Option and Incentive
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Plan (incorporated by reference to Exhibit 10.7 to Global Marine's
Annual Report on Form 10-K for the year ended December 31, 1991),
the Third Amendment to the Global Marine Inc. 1989 Stock Option
and Incentive Plan (incorporated by reference to Exhibit 10.19 to
Global Marine's Annual Report on Form 10-K for the year ended
December 31, 1993), the Fourth Amendment to the Global Marine Inc.
1989 Stock Option and Incentive Plan (incorporated by reference to
Exhibit 10.16 to Global Marine's Annual Report on Form 10-K for
the year ended December 31, 1994), the Fifth Amendment to the
Global Marine Inc. 1989 Stock Option and Incentive Plan
(incorporated by reference to Exhibit 10.1 to Global Marine's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1996)
and the Sixth Amendment to the Global Marine Inc. 1989 Stock
Option and Incentive Plan (incorporated by reference to Exhibit
10.18 to Global Marine's Annual Report on Form 10-K for the year
ended December 31, 1996).
*4.8 GlobalSantaFe Corporation 2001 Non-Employee Director Stock Option
and Incentive Plan.
4.9 Global Marine Incentive Savings Plan.
*5.1 Opinion of Maples and Calder as to the legality of the shares
being registered.
*15.1 Awareness Letter of PricewaterhouseCoopers LLP, independent
accountants of Global Marine.
*23.1 Consent of Ernst & Young LLP, independent auditors of the
Registrant.
*23.2 Consent of PricewaterhouseCoopers LLP, independent accountants of
Global Marine.
*23.3 Consent of Maples and Calder (included in exhibit 5.1).
*24 Powers of Attorney.
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* Filed herewith.
Exhibit 4.8
Global Marine Inc.
I, Alexander A. Krezel, the Corporate Secretary of Global Marine Inc., having in my custody and possession the corporate records of said corporation, do hereby certify that attached hereto is a true, correct and complete copy of the Global Marine 2001 Non-Employee Director Stock Option and Incentive Plan as presently in effect.
Dated: May 17, 2001
Alexander A. Krezel
Global Marine 2001 Non-Employee Director Stock Option and Incentive Plan
TABLE OF CONTENTS
Page
SECTION 1 - GENERAL............................................................1
1.1 Purpose............................................................1
1.2 Participation......................................................1
1.3 Operation and Administration.......................................1
1.4 Construction and Definitions.......................................1
SECTION 2 - DEFINED TERMS......................................................1
SECTION 3 - OPTIONS............................................................3
3.1 Definition.........................................................3
3.2 Exercise Price.....................................................3
3.3 Exercise...........................................................3
3.4 Payment of Option Exercise Price...................................3
3.5 Settlement of Award................................................4
SECTION 4 - OTHER STOCK AWARDS.................................................4
4.1 Definition.........................................................4
4.2 Restrictions on Stock Awards.......................................4
SECTION 5 - OPERATION AND ADMINISTRATION.......................................4
5.1 Effective Date and Duration........................................4
5.2 Shares Subject to Plan.............................................5
5.3 Limit on Distribution..............................................6
5.4 Taxes..............................................................6
5.5 Shares as Payment..................................................7
5.6 Dividends and Dividend Equivalents.................................7
5.7 Payments...........................................................7
5.8 Transferability....................................................7
5.9 Form and Time of Elections.........................................7
5.10 Agreement With Company.............................................7
5.11 Limitation of Implied Rights.......................................8
5.12 Evidence...........................................................8
5.13 Action by Company or Related Company...............................8
5.14 Separate Fund......................................................8
5.15 Pooling of Interests Accounting....................................8
SECTION 6 - ADMINISTRATOR......................................................8
6.1 Administration.....................................................8
6.2 Powers of Administrator............................................9
6.3 Delegation by Administrator........................................9
i
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6.4 Information to be Furnished to Administrator.......................9
6.5 Duplicated Signatures.............................................10
SECTION 7 - AMENDMENT AND TERMINATION.........................................10
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ii
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Global Marine
2001 Non-Employee Director
Stock Option and Incentive Plan
------------------------
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1.1 Purpose. The Global Marine 2001 Non-Employee Director Stock Option and Incentive Plan (the "Plan") has been established by Global Marine Inc. (the "Company") to enable the Company to continue to attract and retain persons of outstanding competence to serve as its non-employee directors and continue to align the directors' interests with those of its other stockholders by increasing their proprietary interest in the Company.
1.2 Participation. Subject to the terms and conditions of the Plan, the Administrator will determine and designate from time to time, from among the Eligible Individuals, those persons to whom one or more Awards under the Plan will be granted in consideration for their service to the Company, thereby making such persons "Participants" in the Plan. At the discretion of the Administrator, a Participant may be granted any Award permitted under the provisions of the Plan, and more than one Award may be granted to a Participant. Awards may be granted as alternatives to or in replacement of awards outstanding under a plan or arrangement of a business or entity all or part of which is acquired by the Company or a Related Company.
1.3 Operation and Administration. The operation and administration of the Plan, including the Awards made under the Plan, will be subject to the provisions of Section 5 (relating to operation and administration).
1.4 Construction and Definitions. Where the context admits, words in
any gender will include any other gender, words in the singular will include the
plural, and the plural will include the singular. Capitalized terms in the Plan
will be defined as set forth in the Plan, including the definition provisions of
Section 2.
For purposes of the Plan, the terms listed below will be defined as follows:
(a) 1990 Plan. The term "1990 Plan" has the meaning ascribed to it in paragraph (a) of subsection 5.2.
(b) Administrator. The term "Administrator" has the meaning ascribed to it in subsection 6.1.
(c) Agreement. The term "Agreement" has the meaning ascribed to it in subsection 5.10.
(d) Award. The term "Award" means any award or benefit granted to any Participant under the Plan, including without limitation the grant of Options and Stock Awards.
(e) Board. The term "Board" means the Board of Directors of the Company.
(f) Company. The term "Company" has the meaning ascribed to it in subsection 1.1.
(g) Effective Date. The term "Effective Date" has the meaning ascribed to it in subsection 5.1.
(h) Eligible Individual. The term "Eligible Individual" means any member of the Board who is not at the relevant time also an employee of the Company or a Related Company.
(i) Exercise Price. The term "Exercise Price" has the meaning ascribed to it in subsection 3.2.
(j) Fair Market Value. For purposes of determining the "Fair Market Value" of a share of Stock, the following rules will apply:
(i) If the Stock is at the time listed or admitted to trading on any stock exchange (including any transaction reporting system), then the "Fair Market Value" will be the mean between the lowest and highest reported sale prices of the Stock on the date in question as reported by the principal exchange on which the Stock is then listed or admitted to trading, including "composite" transactions if so reported. If no reported sale of Stock takes place on the date in question, including composite transactions if so reported, then the reported closing price of the Stock on the most recent date on which a reported sale did take place will be determinative of "Fair Market Value."
(ii) If the Stock is not at the time listed or admitted to trading on a stock exchange, the "Fair Market Value" will be the mean between the lowest reported bid price and highest reported asked price of the Stock on the date in question in the over-the-counter market, as such prices are reported in a publication of general circulation selected by the Administrator and regularly reporting the market price of the Stock in such market.
(iii) If the Stock is not listed or admitted to trading on any stock exchange or traded in the over-the-counter market, the "Fair Market Value" will be as determined in good faith by the Administrator.
(k) Option. The term "Option" has the meaning ascribed to it in paragraph
(a) of subsection 3.1.
(l) Participant. The term "Participant" has the meaning ascribed to it in subsection 1.2.
(m) Plan. The term "Plan" has the meaning ascribed to it in subsection 1.1.
(n) Pricing Date. The term "Pricing Date" has the meaning ascribed to it in subsection 3.2.
(o) Related Company. The term "Related Company" means any direct or indirect majority-owned subsidiary of the Company (regardless of whether such subsidiary is organized as a corporation, partnership, or other entity) and, as determined in the discretion of the Administrator, any other business venture in which the Company has a significant interest.
(p) Stock. The term "Stock" means shares of common stock of the Company.
(q) Stock Award. The term "Stock Award" has the meaning ascribed to it in subsection 4.1.
3.1 Definition. The grant of an "Option" entitles the Participant to purchase shares of Stock at an Exercise Price established by the Administrator. Options granted pursuant to this Plan are not qualified under Section 422 of the Internal Revenue Code of 1986, as amended.
3.2 Exercise Price. The "Exercise Price" of each Option granted under this Section 3 will be established by the Administrator or will be determined by a method established by the Administrator. The Exercise Price will not be less than the aggregate Fair Market Value of the shares of Stock subject to the Option as of the Pricing Date; provided, however, that if receipt of the Option is conditioned on the Participant electing to forego his or her right to all or any part of his or her cash retainer or other fees for service as a member of the Board, the exercise price of the Option will not be less than such Fair Market Value less the amount of retainer or other fees the Participant has elected to forego. For purposes of the preceding sentence, the "Pricing Date" will be the date on which the Option is granted, except that the Administrator may provide that the Pricing Date is the date on which the recipient first becomes an Eligible Individual, if the grant of the Option occurs not more than 90 days after the date the recipient first becomes an Eligible Individual.
3.3 Exercise. Each Option will be exercisable in accordance with such terms and conditions and during such fixed period of time as may be established by the Administrator; provided, however, that such fixed period of time will end no later than ten years from the date the Option is granted.
3.4 Payment of Option Exercise Price. The payment of the Exercise Price of an Option granted under this Section 3 will be subject to the following:
(a) Subject to the following provisions of this subsection 3.4, the full Exercise Price for shares of Stock purchased upon the exercise of any Option will be paid at the time of such exercise except that, in the case of an exercise arrangement approved by the Administrator and described in paragraph (c) of this subsection 3.4, payment may be made as soon as practicable after the exercise.
(b) The Exercise Price will be payable in cash or by tendering shares of Stock held by the Participant for at least six months (by either actual delivery of shares or by attestation, with such shares being valued at Fair Market Value as of the day of exercise), excluding
any shares deemed unacceptable for any reason by the Administrator, or in any combination thereof, as determined by the Administrator.
(c) The Administrator may permit a Participant to elect to pay the Exercise Price upon the exercise of an Option by authorizing a third party to sell some or all of the shares of Stock acquired upon exercise of an Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and tax withholding, if any, resulting from such exercise.
3.5 Settlement of Award. Distribution following exercise of an Option, and the shares of Stock distributed pursuant to such exercise, will be subject to such conditions, restrictions and contingencies as the Administrator may establish. The Administrator may in its discretion impose such conditions, restrictions and contingencies with respect to shares of Stock acquired pursuant to the exercise of an Option as the Administrator determines to be desirable.
4.1 Definition. A "Stock Award" is a grant of shares of Stock or of a right to receive shares of Stock, or their cash equivalent or a combination of both, in the future.
4.2 Restrictions on Stock Awards. Each Stock Award will be subject to such terms and conditions, restrictions and contingencies, if any, as the Administrator shall determine. Restrictions and contingencies limiting the right to receive shares of Stock, or their cash equivalent or a combination of both, in the future pursuant to a Stock Award will limit such right for a minimum of three years from the date such Stock Award is granted or be based on the achievement of single or multiple performance goals over a period ending at least one year from the date such Stock Award is granted. Such restrictions and/or contingencies may terminate or be subject to termination before the passage of the period or periods of time designated and/or the achievement of such performance goals only in the event of the death, disability, or retirement from or other non-cause termination of service as a member of the Board of the holder of such Stock Award, or in the event of a change of control, as defined in the terms of such Stock Award, of the Company. The performance goals may be cumulative, annual or end-of-performance period goals, may be relative to a peer group or based on increases or changes relative to stated values, and may be based on such measure or measures as the Administrator may establish. Any unrestricted grant of shares of Stock pursuant to a Stock Award will be made only in lieu of cash retainer or other fees for service as a member of the Board that otherwise would be payable by the Company or a Related Company.
5.1 Effective Date and Duration. Subject to its approval by the stockholders of the Company at the Company's 2001 annual meeting of stockholders, the Plan will be effective as of May 17, 2001 (the "Effective Date"). The Plan will be unlimited in duration and, in the event of Plan termination, will remain in effect as long as any Awards under it are outstanding.
5.2 Shares Subject to Plan.
(a) (i) Subject to the following provisions of this subsection 5.2, the maximum number of shares of Stock that may be delivered to Participants and their beneficiaries under the Plan will be equal to the sum of: (I) 750,000 shares of Stock; (II) any shares of Stock available for future awards under the Global Marine Inc. 1990 Non-Employee Director Stock Option Plan (the "1990 Plan") as of the date of its termination; and (III) any shares of Stock represented by awards granted under the 1990 Plan that are forfeited, expire or are canceled without delivery of shares of Stock or which result in the forfeiture of shares of Stock back to the Company.
(ii) Any shares of Stock granted under the Plan that are forfeited because of the failure to meet an Award contingency or condition will again be available for delivery pursuant to new Awards granted under the Plan. To the extent any shares of Stock covered by an Award are not delivered to a Participant or beneficiary because the Award is forfeited or canceled, or the shares of Stock are not delivered because the Award is settled in cash, such shares will not be deemed to have been delivered for purposes of determining the maximum number of shares of Stock available for delivery under the Plan.
(iii) If the Exercise Price or other purchase price of any stock option or other award granted under the Plan or the 1990 Plan is satisfied by tendering shares of Stock to the Company by either actual delivery or by attestation, or if the tax withholding obligation, if any, resulting from the settlement of any such option or other award is satisfied by tendering or withholding shares of Stock, only the number of shares of Stock issued net of the shares of Stock tendered or withheld will be deemed delivered for purposes of determining the maximum number of shares of Stock available for delivery under the Plan.
(iv) Shares of Stock delivered under the Plan in settlement, assumption or substitution of outstanding awards or obligations to grant future awards under the plans or arrangements of another entity will not reduce the maximum number of shares of Stock available for delivery under the Plan, to the extent that such settlement, assumption or substitution is a result of the Company or a Related Company acquiring another entity or an interest in another entity.
(b) Subject to paragraph (c) of this subsection 5.2, the following additional maximums are imposed under the Plan.
(i) The maximum number of shares of Stock that may be issued in conjunction with Awards granted pursuant to Section 4 (relating to Stock Awards), other than Awards that Participants have elected to receive in lieu of cash retainer or other fees for service as members of the Board, shall be 375,000 shares. In the event of an increase in the number of shares authorized in clause I in paragraph 5.2(a)(1) to be delivered under this Plan, said limitation will be increased proportionately.
(ii) The maximum number of shares of Stock that may be covered by Awards granted to any one individual during any calendar year pursuant to this Plan, other than Awards that a Participant has elected to receive in lieu of cash retainer or other fees for service as a member of the Board, will be 30,000 shares. In the event of an increase in the number of shares authorized in clause I in paragraph 5.2(a)(i) to be delivered under this Plan, said limitation will be increased proportionately.
(c) If the outstanding securities of the class then subject to this Plan are increased, decreased, or exchanged for or converted into cash, property, or a different number or kind of shares or securities, or if cash, property, or shares or securities are distributed in respect of such outstanding securities, in either case as a result of a reorganization, reclassification, merger or other business combination, dividend (other than a regular, quarterly cash dividend), or other distribution, stock split, reverse stock split, spin-off, or the like, or if substantially all of the property and assets of the Company are sold, then, unless the terms of such transaction provide otherwise, (a) the maximum number and type of shares or other securities that may be issued under this Plan will be appropriately and proportionately adjusted, and (b) the number and type of shares or other securities or cash or other property that may be acquired pursuant to Options and Stock Awards theretofore awarded under this Plan and the exercise price of such Options or price, if any, of such Stock Awards will be appropriately and proportionately adjusted. The Administrator will determine in its sole discretion the appropriate adjustments to be effected pursuant to the immediately preceding sentence. No right to purchase or receive fractional shares will result from any adjustment pursuant to this paragraph (c) of subsection 5.2. In case of any such adjustment, the shares subject to the Option or Stock Award will be rounded up to the nearest whole share.
5.3 Limit on Distribution. Distribution of shares of Stock or other amounts under the Plan will be subject to the following:
(a) Notwithstanding any other provision of the Plan, the Company will have no liability to deliver any shares of Stock under the Plan or make any other distribution of benefits under the Plan unless such delivery or distribution would comply with all applicable laws (including without limitation the requirements of the Securities Act of 1933) and the applicable requirements of any securities exchange or similar entity.
(b) To the extent the Plan provides for the issuance of stock certificates to reflect the issuance of shares of Stock, the issuance may be effected on a non-certificated basis to the extent not prohibited by applicable law or the applicable rules of any stock exchange.
5.4 Taxes. Whenever the Company proposes or is required to distribute Stock under the Plan, the Company may require the recipient to remit to the Company or the Company or any Related Company may withhold from any payments due or becoming due to the recipient an amount sufficient to satisfy applicable Federal, state and local minimum statutory tax withholding requirements, if any, prior to the delivery of any certificate for such shares; provided, however, that, in the discretion of the Administrator, the Company may withhold from the shares to be delivered shares with a Fair Market Value sufficient to satisfy all or a portion of such tax withholding requirements, or the Company may accept delivery of shares of Stock with
a Fair Market Value sufficient to satisfy all or a portion of such tax withholding requirement, excluding any shares deemed unacceptable for any reason by the Administrator. Whenever under the Plan payments are to be made to a Participant or beneficiary in cash, such payments may be net of an amount sufficient to satisfy any Federal, state and local tax withholding requirements. The Company and any affiliate will not be liable to a Participant or any other persons as to any tax consequence expected, but not realized, by any Participant or other person due to the receipt or exercise of any Award.
5.5 Shares as Payment. Subject to the overall limitation on the number of shares of Stock that may be delivered under the Plan, the Administrator may use available shares of Stock, valued at their Fair Market Value, as the form of payment for any compensation, grants or rights earned or due under any other compensation plans or arrangements of the Company or a Related Company.
5.6 Dividends and Dividend Equivalents. A Stock Award may provide the Participant with the right to receive dividends or dividend equivalent payments with respect to Stock, which may be paid currently, credited to an account for the Participant or reinvested in shares of Stock credited to an account for the Participant, and which may be settled in cash or Stock, as determined by the Administrator. Any such settlements, and any such crediting of dividends or dividend equivalents or reinvestment in shares of Stock, may be subject to such conditions, restrictions and contingencies as the Administrator shall establish, including the reinvestment of such credited amounts in Stock equivalents.
5.7 Payments. Awards may be settled through cash payments, the delivery of shares of Stock, the granting of replacement Awards, or a combination thereof as the Administrator shall determine. Any Award settlement, including payment deferrals, may be subject to such conditions, restrictions and contingencies as the Administrator shall determine. The Administrator may permit or require the deferral of any Award payment, subject to such rules and procedures as it may establish, which may include provisions for the payment or crediting of interest or dividend equivalents, including converting such credits into deferred Stock equivalents.
5.8 Transferability. Except as otherwise provided by the Administrator, Awards under the Plan are not transferable except as designated by the Participant by will or by applicable laws of descent and distribution.
5.9 Form and Time of Elections. Unless otherwise specified herein, each election required or permitted to be made by any Participant or other person entitled to benefits under the Plan, and any permitted modification or revocation thereof, will be in writing and filed with the Administrator at such times, in such form, and subject to such restrictions and limitations, not inconsistent with the terms of the Plan, as the Administrator shall require.
5.10 Agreement With Company. At the time of an Award to a Participant under the Plan, the Administrator may require a Participant to enter into an agreement with the Company (the "Agreement") in a form specified by the Administrator, agreeing to the terms and conditions of the Plan and to such additional terms and conditions not inconsistent with the Plan as the Administrator may prescribe in its sole discretion.
5.11 Limitation of Implied Rights.
(a) Neither a Participant nor any other person shall by reason of the Plan acquire any right in or title to any assets, funds or property of the Company or any Related Company whatsoever, including without limitation any specific funds, assets, or other property which the Company or any Related Company, in their sole discretion, may set aside in anticipation of a liability under the Plan. A Participant will have only a contractual right to the stock or amounts, if any, payable under the Plan, unsecured by any assets of the Company or any Related Company. Nothing contained in the Plan will constitute a guarantee that the assets of such companies will be sufficient to pay any benefits to any person.
(b) The Plan does not constitute a contract for services as a member of the Board, and selection as a Participant and/or the grant or an Award will not give anyone the right to be retained as a member of the Board, the right to receive any future Award under the Plan, or any right or claim to any benefit under the Plan, unless such right or claim has specifically accrued under the terms of the Plan. Except as otherwise provided in the Plan, no Award under the Plan will confer upon the holder thereof any right as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such right.
5.12 Evidence. Evidence required of anyone under the Plan may be by certificate, affidavit, document or other information which the person acting on it considers pertinent, reliable, and signed, made or presented by the proper party or parties.
5.13 Action by Company or Related Company. Any action required or permitted to be taken by the Company or any Related Company will be by resolution of its board of directors, or by action of one or more members of its board (including a committee of the board) who are duly authorized to act for the board, or, except to the extent prohibited by applicable law or applicable rules of any stock exchange, by a duly authorized officer of such company.
5.14 Separate Fund. Neither the Company, the Board or the Administrator has any obligation to create a separate fund for the performance of any cash payment obligation under the Plan, but any or all of them may, at their own discretion, create trust funds or similar arrangements for such purpose.
5.15 Pooling of Interests Accounting. The Administrator may, in its sole and absolute discretion, declare inoperative anything in this Plan or in the terms, conditions, restrictions or contingencies pertaining to any Award, including any outstanding Award, that adversely affects pooling of interests accounting.
6.1 Administration. The authority to control and manage the operation and administration of the Plan will be vested in a committee selected by the Board and consisting of two or more members of the Board who are not employees of the Company or a Related Company (the "Administrator") in accordance with this Section 6.
6.2 Powers of Administrator. The authority to manage and control the operation and administration of the Plan will be vested in the Administrator, subject to the following:
(a) Subject to the provisions of the Plan, the Administrator will have the authority and discretion to select from among the Eligible Individuals those persons who will receive Awards, to determine the time or times of receipt, to determine the types of Awards and the number of shares covered by the Awards or the formula pursuant to which such number will be determined, to establish the terms, conditions, performance criteria, restrictions, and other provisions of the Awards, and, subject to the same restrictions imposed upon the Board by Section 7, to cancel or suspend Awards; provided, however, that the cancellation of any Award and reissuance with a lower exercise or purchase price, as well as the reduction of the exercise or purchase price of any Award, in the absence of proper approval by the Company's stockholders are expressly prohibited, except adjustments permitted by paragraph (c) of subsection 5.2. In making Award determinations, the Administrator may take into account the nature of services rendered by the individual, the individual's present and potential contribution to the Company's success, and such other factors as the Administrator deems relevant.
(b) The Administrator will have the authority and discretion to interpret the Plan, to establish and rescind any rules and regulations relating to the Plan, to determine the terms and provisions of any agreements made pursuant to the Plan, and to make all other determinations that may be necessary or advisable for the administration of the Plan.
(c) Any interpretation of the Plan by the Administrator and any decision made by it under the Plan is conclusive, final and binding.
(d) At its discretion, the Administrator may terminate or suspend the granting of Awards under the Plan at any time or from time to time.
(e) The Administrator will maintain and keep adequate records concerning the Plan and concerning its proceedings and acts in such form and detail as the Administrator may decide.
6.3 Delegation by Administrator. Except to the extent prohibited by applicable law or the applicable rules of a stock exchange, the Administrator may allocate all or any part of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it. Any such allocation or delegation may be revoked by the Administrator at any time.
6.4 Information to be Furnished to Administrator. The Company and the Related Companies will furnish the Administrator with such data and information as may be required for it to discharge its duties. The records of the Company and Related Companies as to the provision of services by a member of the Board, cessation of the provision of services, and compensation will be conclusive on all persons unless determined to be incorrect. Participants and other persons entitled to benefits under the Plan must furnish the Administrator such evidence, data or information as the Administrator considers desirable to carry out the terms of the Plan.
6.5 Duplicated Signatures. At its discretion, the Administrator may accept a duplicated signature on any document, whether faxed, photocopied or otherwise duplicated, which will be effective to the same extent as an original signature unless there is a showing of fraud or other wrongdoing, the burden of making such showing being on the person asserting such fraud or wrongdoing.
The Board may at any time amend, suspend or terminate the Plan, provided that, subject to subsection 5.2 (relating to certain adjustments to shares), no amendment, suspension or termination may (a) in the absence of written consent to the change by the affected Participant (or, if the Participant is not then living, the affected beneficiary), adversely affect the rights of any Participant or beneficiary under any Award granted under the Plan prior to the date such amendment is adopted by the Board or the date of such suspension or termination, or (b) in the absence of proper approval by the Company's stockholders, change the minimum Option Exercise Price set forth in subsection 3.2, materially increase the share limitations set forth in subsection 5.2, change the requirement that the Administrator be a committee whose members are not employees of the Company or a Related Company set forth in subsection 6.1, change the prohibition of canceling Awards and reissuing them with a lower exercise or purchase price and of reducing the exercise or purchase price of Awards set forth in paragraph (a) of subsection 6.2, or effect any change for which approval by the Company's stockholders is required by applicable law.
Exhibit 5.1 21st November, 2001
GlobalSantaFe Corporation
777 N. Eldridge Parkway
Houston, TX 77079-4493 U.S.A.
Ladies and Gentlemen:
We have acted as Cayman Islands counsel for GlobalSantaFe Corporation (formerly known as Santa Fe International Corporation) (the "Company") in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act"), of an aggregate of 8,056,870 Ordinary Shares, par value US$0.01 per share, in the capital of the Company (the "Shares"), proposed to be issued pursuant to a Registration Statement on Form S-8 (the "Registration Statement") to be filed today with the Securities and Exchange Commission under the Securities Act relating to the GlobalSantaFe Corporation 1998 Stock Option and Incentive Plan, as amended, the GlobalSantaFe Corporation 1994 Non-Employee Stock Option and Incentive Plan, as amended, the GlobalSantaFe Corporation 2001 Non-Employee Director Stock Option and Incentive Plan, the Global Marine Inc. 1990 Non-Employee Director Stock Option Plan, the Global Marine Inc. 1989 Stock Option and Incentive Plan and the Global Marine Incentive Savings Plan(together, the "Plans").
We have examined and are familiar with the Registration Statement. We have also examined and relied on such corporate records and documents of the Company and such matters of law as we have considered necessary or appropriate to enable us to give this opinion, including, without limitation to the foregoing, the minutes of the meetings of the board of directors of the Company held on 31st August, 2001 and 3rd October, 2001 and the minutes of the extraordinary general meeting of the Company held on 20th November, 2001. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates and instruments submitted to us as originals and the conformity with originals of all documents submitted to us as copies.
The opinion expressed below is limited to the laws of the Cayman Islands as the same are in force at the date hereof, and we do not express any opinion herein concerning the laws of any other jurisdiction.
Based upon the foregoing, it is our opinion that, upon the allotment of the Shares by the Board of Directors of the Company and due registration of the issue of such Shares in the register of members of the Company and subject to receipt by the Company in full of the exercise price therefor, the Shares issuable upon exercise of stock options in accordance with the terms of the Plans (i) will have been duly authorised by the Company and (ii) will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Yours faithfully,
/s/ Maples and Calder --------------------- MAPLES AND CALDER |
Exhibit 15.1
November 20, 2001
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We are aware that our report dated November 12, 2001 on our review of interim financial information of Global Marine Inc. for the period ended September 30, 2001 and included in Global Marine Inc.'s quarterly report on Form 10-Q for the quarter then ended is incorporated by reference in the Registration Statement on Form S-8 of GlobalSantaFe Corporation dated November 21, 2001.
Yours very truly,
/s/ PricewaterhouseCoopers LLP ------------------------------ PricewaterhouseCoopers LLP |
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement (Form S-8) pertaining to options of Global Marine, Inc. not registered in the S-4 relating to the merger of Santa Fe International Corporation and Global Marine, Inc. of our report dated January 23, 2001, except for Note 13, as to which the date is February 1, 2001, with respect to the consolidated financial statements of Santa Fe International Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2000, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
---------------------
Dallas, Texas
November 16, 2001
|
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of GlobalSantaFe Corporation of our reports dated February 16, 2001 relating to the financial statements and the financial statement schedule of Global Marine Inc., which appear in Global Marine Inc.'s Annual Report on Form 10-K for the year ended December 31, 2000. We also consent to the incorporation by reference in this Registration Statement of our report dated June 25, 2001 relating to the financial statements, which appears in the Annual Report of the Global Marine Savings Incentive Plan on Form 11-K for the year ended December 31, 2000.
/s/ Pricewaterhouse Coopers LLP ------------------------------- PricewaterhouseCoopers LLP Houston, Texas November 20, 2001 |
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby authorizes C. Stedman Garber, Jr., James L. McCulloch and Seals M. McCarty, as attorney-in-fact and agent jointly and severally, each with full powers of substitution, to sign on his or her behalf, individually and in any and all capacities, including the capacities stated below, and to file any Post-Effective Amendment to the Registration Statement on Form S-4 (Registration No. 333-70268), including a Post-Effective Amendment No. 1 to Form S-4 on Form S-8 (or such other Form as may be appropriate), a Registration Statement on Form S-8 (or such other Form as may be appropriate) in connection with the registration of Ordinary Shares of the Registrant and any and all amendments (including post-effective amendments) to any such Post-Effective Amendment or such Registration Statement on Form S-8 with the Securities and Exchange Commission, granting to said attorney-in-fact and agent full power and authority to perform any other act on behalf of the undersigned required to be done in the premises. This power of attorney may be executed in counterparts.
Dated: November 20, 2001 Name and Signature Capacity /s/ Robert E. Rose --------------------------- Chairman of the Board of Directors Robert E. Rose /s/ C. Stedman Garber, Jr. --------------------------- President and Chief Executive Officer C. Stedman Garber, Jr. (Principal Executive Officer), Director /s/ James E. Oliver --------------------------- Vice President and Controller James E. Oliver (Principal Accounting Officer) /s/ W. Matt Ralls --------------------------- Senior Vice President and Chief Financial W. Matt Ralls Officer (Principal Financial Officer) /s/ James L. McCulloch --------------------------- Authorized Representative in the United States James L. McCulloch /s/ Thomas W. Cason --------------------------- Director Thomas W. Cason |
Name and Signature Capacity |
/s/ C. Russell Luigs --------------------------- Director C. Russell Luigs /s/ Edward R. Muller --------------------------- Director Edward R. Muller /s/ Paul J. Powers --------------------------- Director Paul J. Powers /s/ Carroll W. Suggs --------------------------- Director Carroll W. Suggs /s/ John L. Whitmire --------------------------- Director John L. Whitmire /s/ Ferdinand A. Berger --------------------------- Director Ferdinand A. Berger /s/ Richard L. George --------------------------- Director Richard L. George /s/ Stephen J. Solarz --------------------------- Director Stephen J. Solarz /s/ Nader H. Sultan --------------------------- Director Nader H. Sultan /s/ Khaled R. Al-Haroon --------------------------- Director Khaled R. Al-Haroon /s/ Maha A.R. Razzuqi --------------------------- Director Maha A.R. Razzuqi |