FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NOBLE DRILLING CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 73-0374541
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
10370 RICHMOND AVENUE, SUITE 400
HOUSTON, TEXAS 77042
(Address of Principal Executive Offices) (Zip Code)
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NOBLE DRILLING CORPORATION EQUITY COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS
(Full title of the Plan)
JAMES C. DAY COPY TO:
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER ROBERT D. CAMPBELL
NOBLE DRILLING CORPORATION THOMPSON & KNIGHT, P.C.
10370 RICHMOND AVENUE, SUITE 400 1700 PACIFIC AVENUE
HOUSTON, TEXAS 77042 SUITE 3300
(Name and address of agent for service) DALLAS, TEXAS 75201
(214) 969-1353
(713) 974-3131
(Telephone number, including
area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------
Title of Proposed Proposed Maximum Amount
Securities Amount Maximum Aggregate of
to be to be Offering Price Offering Registration
Registered Registered(1) per Share(2) Price(2) Fee
- ---------------------------------------------------------------------------------------------------------------
Common Stock, 75,000
par value $.10 shares(3) $19.1875 $1,439,062.50 $436.08
per share
- ---------------------------------------------------------------------------------------------------------------
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(1) Pursuant to Rule 416 under the Securities Act of 1933, shares issuable upon any stock split, stock dividend or similar transaction with respect to these shares are also being registered hereunder.
(2) Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h) on the basis of the average of the high and low sales prices of the Common Stock reported in the consolidated reporting system for New York Stock Exchange traded securities on December 3, 1996.
(3) Includes an indeterminate number of preferred stock purchase rights issuable pursuant to the Registrant's Stockholder Rights Plan, which rights will be transferable only with the shares of Common Stock registered hereunder.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities and Exchange Commission are incorporated by reference in this Registration Statement:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, containing the consolidated financial statements of the Registrant and its subsidiaries for the fiscal year ended December 31, 1995, together with the reports thereon of Price Waterhouse LLP and Arthur Andersen LLP, independent public accountants.
(2) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since December 31, 1995.
(3) The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 10 filed on September 11, 1985, and effective on November 6, 1985, including any amendment or report filed for the purpose of updating such description.
In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is a Delaware corporation. Under Section 145 of the General Corporation Law of the State of Delaware, the Registrant has the power to indemnify its directors and officers, subject to certain limitations.
Reference is made to Article VI of the Bylaws of the Registrant, which provides for indemnification of directors and officers of the Registrant under certain circumstances.
Pursuant to the General Corporation Law of the State of Delaware, the Certificate of Incorporation of the Registrant limits the personal liability of the directors of the Registrant to the Registrant or its stockholders for monetary damages for breach of fiduciary duty under certain circumstances.
The Registrant also maintains insurance to protect itself and its directors, officers, employees and agents against expenses, liabilities and losses incurred by such persons in connection with their service in the foregoing capacities.
The foregoing summaries are necessarily subject to the complete text of the statute, bylaw, certificate of incorporation and insurance policy referred to above and are qualified in their entirety by reference thereto.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following documents are filed as exhibits to this Registration Statement:
Exhibit
Number Description
- ------ -----------
4.1 Noble Drilling Corporation Equity Compensation Plan for
Non-Employee Directors.
5.1 Opinion of Thompson & Knight, A Professional Corporation,
regarding 75,000 shares of Common Stock of the Registrant.
23.1 Consent of Thompson & Knight, A Professional Corporation
(contained in its opinion filed herewith as Exhibit 5.1).
23.2 Consent of Price Waterhouse LLP to incorporation of report
by reference.
23.3 Consent of Arthur Andersen LLP to incorporation of report
by reference.
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
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ITEM 9. UNDERTAKINGS.
(a) The 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 of 1933;
(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 this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, 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.
(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 Registrant hereby further undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 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 that time
shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 6th day of December, 1996.
NOBLE DRILLING CORPORATION
(Registrant)
By: /s/ JAMES C. DAY
--------------------------------------------
James C. Day
Chairman, President and Chief Executive
Officer
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Each person whose signature appears below constitutes and appoints James C. Day and Byron L. Welliver, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign on his behalf individually and in each capacity stated below any amendment, including post-effective amendments, to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.
Signature Title Date
- --------- ----- ----
/s/ JAMES C. DAY Chairman, President and Chief Executive December 6, 1996
- ----------------------- Officer and Director
James C. Day (Principal Executive Officer)
/s/ BYRON L. WELLIVER Senior Vice President - December 6, 1996
- ----------------------- Finance, Treasurer and Controller
Byron L. Welliver (Principal Financial and Accounting
Officer)
/s/ MICHAEL A. CAWLEY Director December 6, 1996
- -----------------------
Michael A. Cawley
/s/LAWRENCE J. CHAZEN Director December 6, 1996
- -----------------------
Lawrence J. Chazen
/s/ TOMMY C. CRAIGHEAD Director December 6, 1996
- ------------------------
Tommy C. Craighead
/s/ JAMES L. FISHEL Director December 6, 1996
- ------------------------
James L. Fishel
/s/ MARC E. LELAND Director December 6, 1996
- ------------------------
Marc E. Leland
/s/ BILL M. THOMPSON Director December 6, 1996
- ------------------------
Bill M. Thompson
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
------ -------
4.1 Noble Drilling Corporation Equity Compensation Plan for
Non-Employee Directors.
5.1 Opinion of Thompson & Knight, A Professional Corporation,
regarding 75,000 shares of Common Stock.
23.1 Consent of Thompson & Knight, A Professional Corporation
(contained in its opinion filed herewith as Exhibit 5.1).
23.2 Consent of Price Waterhouse LLP to incorporation of report
by reference.
23.3 Consent of Arthur Andersen LLP to incorporation of report
by reference.
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
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EXHIBIT 4.1
NOBLE DRILLING CORPORATION
EQUITY COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS
ADOPTED BY THE BOARD OF DIRECTORS: OCTOBER 24, 1996
SECTION 1. ESTABLISHMENT AND PURPOSE. Noble Drilling Corporation, a Delaware corporation (the "Company"), hereby establishes this Noble Drilling Corporation Equity Compensation Plan for Non-Employee Directors (the "Plan"). The purposes of the equity compensation features of the Plan are to enable non- employee directors of the Company to acquire shares of the Company's common stock, and thereby to align their interests more closely with the interests of the other stockholders of the Company, and to encourage the highest level of director performance by providing the non-employee directors with a more direct interest in the Company's attainment of its financial goals.
SECTION 2. CERTAIN DEFINITIONS. For purposes of the Plan, the following terms shall have the indicated meanings:
(a) "Annual Retainer" shall have the meaning specified in Section 5(a) hereof.
(b) "Board of Directors" means the Board of Directors of the Company.
(c) "Common Stock" means the Common Stock, par value $.10 per share, of the Company, or any stock or other securities of the Company hereafter issued or issuable in substitution or exchange for the Common Stock.
(d) "Compensation Committee" means the Compensation Committee of the Board of Directors.
(e) The "Current Market Price" of the Common Stock on any date shall be deemed to be the greater of (i) the average of the daily closing prices of the Common Stock for the 15 consecutive trading days immediately preceding the day in question and (ii) the then per share par value of the Common Stock. The closing price for each such trading day shall be the closing sales price of the Common Stock as reported for the principal national stock exchange or stock market on which the Common Stock is then listed, or, if not reported for such exchange or market, on the composite tape, or, in case no such sale takes place on such trading day, the average of the reported closing bid and asked quotations for the Common Stock on such exchange or market, or, if the Common Stock is not listed on any national stock exchange or stock market, or no such quotations are available, the average of the high bid and low asked quotations for the Common Stock in the over-the-counter market as reported by the National Association of Securities Dealers' Automated Quotations System or a similar organization. Such closing prices shall be appropriately adjusted to take into account any stock dividend, split or combination with respect to the Common Stock that occurs within such 15- day period.
(f) "Outside Director" means an individual duly elected or chosen as a director of the Company who is not also a salaried officer or employee of the Company or any of its
subsidiaries, but does not include any person named as a director emeritus pursuant to the bylaws of the Company.
(g) "Plan Quarter" means each three-month period ending on March 31, June 30, September 30 and December 31 of each Plan Year.
(h) "Plan Year" means a calendar year.
(i) "Quarterly Amount" shall have the meaning specified in Section 5(a) hereof.
(j) "Required Share Amount" shall have the meaning specified in
Section 5(a) hereof.
SECTION 3. PLAN ADMINISTRATION. The Compensation Committee shall be responsible for the administration of the Plan. The Compensation Committee is authorized to interpret the Plan, prescribe, amend and rescind rules and regulations relating to the Plan, provide for conditions and assurances deemed necessary or advisable to protect the interests of the Company in connection with the operation of the Plan and make all other determinations necessary or advisable for the administration of the Plan, but only to the extent not contrary to the express provisions of the Plan. No member of the Board of Directors or the Compensation Committee shall be liable for any action or determination made in good faith with respect to the Plan. The determinations, interpretations and other actions of the Board of Directors and the Compensation Committee pursuant to the provisions of the Plan shall be binding and conclusive for all purposes and on all persons.
SECTION 4. STOCK SUBJECT TO THE PLAN.
(a) Number of Shares. Seventy-five thousand (75,000) shares of Common Stock are authorized for issuance under the Plan in accordance with the provisions of the Plan. Shares of Common Stock issued pursuant to the Plan may be shares of original issuance or treasury shares or a combination of the foregoing, as the Board of Directors, in its discretion, shall from time to time determine; provided, however, that if the rules of any stock exchange or stock market on which the Common Stock is listed require stockholder approval of the Plan as a prerequisite for listing on such stock exchange or stock market shares of Common Stock issuable under the Plan, then, unless and until such stockholder approval is obtained, all shares of Common Stock issued pursuant to the Plan shall be treasury shares.
(b) Adjustments Upon Changes in Common Stock. In the event the Company shall effect a split of the Common Stock or a dividend payable in Common Stock, or in the event the outstanding Common Stock shall be combined into a smaller number of shares, the maximum number of shares of Common Stock that may be issued under the Plan shall be increased or decreased proportionately. In the event of a reclassification of the Common Stock not covered by the foregoing, or in the event of a liquidation or reorganization (including a merger, consolidation or sale of assets) of the Company, the Board of Directors shall make such adjustments, if any, as it may deem appropriate in the number and kind of shares that are authorized for issuance pursuant to the Plan.
SECTION 5. ANNUAL RETAINER.
(a) Quarterly Amounts; Required Share Amount. Subject to the provisions of the Plan, each Outside Director shall be paid an annual retainer for serving as a director of the Company (the "Annual Retainer"). The amount of the Annual Retainer to be paid to each Outside Director for each Plan Year shall be $25,000. Of this amount, (i) $20,000 shall be the cash component of the Annual Retainer, payable in cash in quarterly installments of $5,000 each at the end of each Plan Quarter of the Plan Year (each such quarterly installment being herein referred to as a "Quarterly Amount"), and (ii) $5,000 shall be the equity component of the Annual Retainer, payable in shares of Common Stock in one installment at the end of the Plan Year (the "Required Share Amount"). An Outside Director who serves in such capacity for less than an entire Plan Quarter shall have his Quarterly Amount for such Plan Quarter pro-rated based on his number of days of service as an Outside Director during such Plan Quarter. An Outside Director who serves in such capacity for less than an entire Plan Year shall have his Required Share Amount for such Plan Year pro-rated based on his number of days of service as an Outside Director during such Plan Year.
(b) Voluntary Share Purchases. For any Plan Quarter, an Outside Director may elect to have up to 100% of the Quarterly Amount earned by such Outside Director for such Plan Quarter applied to the purchase of shares of Common Stock pursuant to the provisions of Section 5(c) hereof. An Outside Director must notify the Company in writing of such election not later than the 20th day of the last month of the Plan Quarter for which the election is made (or prior to such later date as may be approved by the Compensation Committee); provided, however, that such election shall be effective only if the person making such election is serving as an Outside Director at the time of such election. An election made pursuant to this Section 5(b) for a Plan Quarter shall be irrevocable from and after the date of such election. Such elections shall be on a form prescribed for this purpose by the Compensation Committee. The amount to be applied to the purchase of shares of Common Stock shall be designated by the Outside Director as a percentage of his Quarterly Amount in integral multiples of 5%.
(c) Payment of Quarterly Amounts. Promptly following the end of each Plan Quarter (or, in the case of a cash payment of the Quarterly Amount, at such earlier time as the Board of Directors may determine), the Company shall pay to each person who served as an Outside Director during such Plan Quarter the Quarterly Amount earned by such person for such Plan Quarter by delivering to such person:
(A) an amount in cash equal to the Quarterly Amount earned by such person for such Plan Quarter less the portion thereof, if any, that such person elected to have applied to the purchase of shares of Common Stock pursuant to Section 5(b) hereof; and
(B) a number of whole shares of Common Stock determined by dividing (x) the Quarterly Amount earned by such person for such Plan Quarter or portion thereof that such person elected to have applied to the purchase of shares of Common Stock pursuant to Section 5(b) hereof, if any, by (y) the Current Market Price of the Common Stock as of the last day of such Plan Quarter.
(d) Payment of Required Share Amount. Promptly following the end of each Plan Year, the Company shall pay to each person who served as an Outside Director during such Plan Year the Required Share Amount earned by such person for such Plan Year by delivering to such person a number of whole shares of Common Stock determined by dividing (x) the Required Share Amount earned by such person for such Plan Year by (y) the Current Market Price of the Common Stock as of the last day of such Plan Year.
(e) Fractional Shares. No fraction of a share of Common Stock shall be issued by the Company pursuant to Section 5(c) or 5(d) hereof, but in lieu thereof each Outside Director who would otherwise be entitled to a fraction of a share of Common Stock shall be paid an amount in cash equal to the value of such fraction of a share based upon the Current Market Price of the Common Stock as of the last day of the applicable Plan Quarter or Plan Year, as the case may be.
(f) Eligibility. Anything in the Plan to the contrary
notwithstanding, no Outside Director shall be entitled to receive an Annual
Retainer (or any component thereof) under the Plan if such Outside Director
ceases to serve on the Board of Directors by reason of such Outside Director's
(i) fraud or intentional misrepresentation or (ii) embezzlement,
misappropriation or conversion of assets or opportunities of the Company or any
of its affiliates.
(g) Effectiveness. The provisions of this Section 5 shall be effective for Plan Years beginning with calendar year 1996, except that, with respect to calendar year 1996, (i) the Quarterly Amounts earned by an Outside Director for calendar year 1996 shall be payable to such Outside Director in one installment at the end of such year and (ii) the right to apply such Quarterly Amounts to the purchase of shares of Common Stock pursuant to Section 5(b) hereof shall apply only to the Quarterly Amount earned by an Outside Director for the last Plan Quarter of such year.
SECTION 6. PLAN AMENDMENT, MODIFICATION AND TERMINATION. The Board of Directors may at any time suspend, terminate, amend or modify the Plan; provided, however, that no amendment or modification of the Plan shall become effective without the approval of such amendment or modification by the stockholders of the Company if the Company, on the advice of counsel, determines that stockholder approval is necessary or desirable.
SECTION 7. PLAN EFFECTIVENESS. The Plan shall be deemed adopted by the Board of Directors as of October 24, 1996, and shall be deemed effective as of such date.
SECTION 8. GENERAL PROVISIONS.
(a) No Continuing Right as Director. Neither the adoption or operation of the Plan, nor the Plan itself or any document describing or relating to the Plan, or any part hereof, shall confer upon any Outside Director any right to continue as a director of the Company or any subsidiary of the Company.
(b) Nonalienation of Benefits. No Outside Director shall have the right to sell, assign, transfer or otherwise convey or encumber in whole or in part the right to receive any payment under the Plan, except that any rights an Outside Director may have hereunder at the time of his death may be transferred by will or pursuant to the laws of descent and distribution.
(c) Binding Effect. The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to all or substantially all of the assets and business of the Company. The terms and conditions of the Plan shall be binding upon each Outside Director and his heirs, legatees, distributees and legal representatives.
(d) Severability. If any provision of the Plan or any agreement hereunder is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of the Plan or such agreement, as the case may be, but such provision shall be fully severable and the Plan or such agreement, as the case may be, shall be construed and enforced as if the illegal or invalid provision had never been included herein or therein.
(e) Requirements of Law. The issuance of Common Stock pursuant to the Plan shall be subject to all applicable laws, rules and regulations and to such approvals by governmental agencies as may be required.
(f) Investment Letter. The Company's obligation to deliver Common Stock under the Plan shall be conditioned upon its receipt from the person to whom such Common Stock is to be delivered of an executed investment letter containing such representations and agreements as the Compensation Committee may determine to be necessary or advisable in order to enable the Company to issue and deliver such Common Stock to such person in compliance with the Securities Act of 1933 and other applicable federal, state or local securities laws or regulations.
(g) No Restriction of Corporate Action. Nothing contained in the Plan shall be construed to prevent the Company or any subsidiary thereof from taking any corporate action (including any corporate action to suspend, terminate, amend or modify the Plan) that is deemed by the Company or such subsidiary to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Plan or any payments to be made under the Plan. No Outside Director or other person shall have any claim against the Company or any subsidiary thereof as a result of such action.
(h) Rights as Stockholder. No person entitled to receive shares of Common Stock under the Plan shall have any of the rights of a stockholder of the Company with respect to such shares until such shares are actually issued to such person.
(i) Notices. All notices required or permitted to be given or made
under the Plan shall be in writing and shall be deemed to have been duly given
or made if (i) delivered personally, (ii) transmitted by first class registered
or certified United States mail, postage prepaid, return receipt requested,
(iii) sent by prepaid overnight courier service or (iv) sent by telecopy or
facsimile transmission, answer back requested, to the person who is to receive
it at the address that such person has theretofore specified by written notice
delivered in accordance
herewith. Such notices shall be effective (i) if delivered personally or sent
by courier service, upon actual receipt by the intended recipient, (ii) if
mailed, upon the earlier of five days after deposit in the mail or the date of
delivery as shown by the return receipt therefor or (iii) if sent by telecopy
or facsimile transmission, when the answer back is received. The Company or an
Outside Director may change, at any time and from time to time, by written
notice to the other, the address that it or such Outside Director had
theretofore specified for receiving notices. Until such address is changed in
accordance herewith, notices hereunder shall be delivered or sent (i) to the
Outside Director at his address as set forth in the records of the Company or
(ii) to the Company at the principal executive offices of the Company clearly
marked "Attention: President".
(j) No Interest. If the Company for any reason fails to make payment of an Annual Retainer at the time such retainer becomes payable, the Company shall not be liable for any interest or other charges thereon.
(k) Governing Law. The provisions of the Plan shall be governed by and construed in accordance with the laws of the State of Texas.
(l) Other Fees and Reimbursement of Expenses. Directors of the Company shall be entitled, for their service as directors, to compensation other than the Annual Retainer and to the reimbursement of certain expenses in accordance with the policies, practices and procedures of the Company from time to time in effect. Without limiting the preceding sentence, it is currently the policy of the Company to pay to directors meeting attendance fees for Board of Director meetings and Board of Director Committee meetings attended and to reimburse directors for travel, lodging and related expenses incurred in connection with attendance at such meetings.
(m) Miscellaneous. Headings are given to the sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction of the Plan or any provisions hereof. The use of the masculine gender shall also include within its meaning the feminine. Wherever the context of the Plan dictates, the use of the singular shall also include within its meaning the plural, and vice versa.
EXHIBIT 5.1
THOMPSON & KNIGHT, P.C.
1700 Pacific Avenue, Suite 3300
Dallas, Texas 75201-4693
(214) 969-1700
December 6, 1996
Noble Drilling Corporation
10370 Richmond Avenue, Suite 400
Houston, Texas 77042
Dear Sirs:
We have acted as counsel for Noble Drilling Corporation, a Delaware corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act"), of 75,000 shares (the "Shares") of Common Stock, par value $.10 per share, of the Company for issuance pursuant to the Company's Equity Compensation Plan for Non-Employee Directors (the "Plan").
In connection with the foregoing, we have examined the originals or copies, certified or otherwise authenticated to our satisfaction, of such corporate records of the Company, certificates of public officials and of officers of the Company, and other agreements, instruments and documents as we have deemed necessary to require as a basis for the opinion hereinafter expressed. We have also participated in the preparation of the Company's Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission relating to the registration of the Shares under the Securities Act.
On the basis of the foregoing, we advise you that in our opinion the Shares have been duly authorized by the Company and, when issued pursuant to the provisions of the Plan, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to all references to us in the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations of the Securities and Exchange Commission thereunder.
Respectfully submitted,
THOMPSON & KNIGHT,
A Professional Corporation
By: /s/ PAUL M. JOHNSTON
---------------------------
Paul M. Johnston, Attorney
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 31, 1996, except as to Note 16, which is as of March 13, 1996, appearing on page 19 of Noble Drilling Corporation's Annual Report on Form 10-K for the year ended December 31, 1995.
PRICE WATERHOUSE LLP
Houston, Texas
December 5, 1996
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report and to all references to our Firm included in or made a part of this registration statement.
/s/ ARTHUR ANDERSEN LLP
Arthur Andersen LLP
Houston, Texas
December 5, 1996
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