Noble Corp – ‘S-4MEF’ on 4/22/02

On:  Monday, 4/22/02   ·   Effective:  4/22/02   ·   Accession #:  950134-2-4024   ·   File #:  333-86730

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Registration of Additional Securities   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4MEF      Registration of Additional Securities                  4     25K 
 2: EX-5.1      Opinion/Consent of Maples and Calder                   3     19K 
 3: EX-23.1     Consent of Pricewaterhousecoopers LLP                  1      7K 
 4: EX-23.3     Consent of Maples and Calder                           1      7K 
 5: EX-23.4     Consent of Thompson & Knight LLP                       1      7K 
 6: EX-99.1     Consent of Michael A. Cawley                           1      6K 
 7: EX-99.2     Consent of Lawrence J. Chazen                          1      6K 
 8: EX-99.3     Consent of Luke R. Corbett                             1      6K 
 9: EX-99.4     Consent of Marc E. Leland                              1      6K 
10: EX-99.5     Consent of Jack E. Little                              1      6K 
11: EX-99.6     Consent of William A. Sears                            1      6K 

S-4MEF   —   Registration of Additional Securities

S-4MEF
1st Page of 4
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
As filed with the Securities and Exchange Commission on April 22, 2002
                                                      Registration No. 333-_____
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-4
 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

----------
 NOBLE CORPORATION
(Exact name of registrant as specified in its charter)

                                                        [Enlarge/Download Table]

                                                                                                                                 
         CAYMAN ISLANDS                                     1381                              98-0366361                         
(State or other jurisdiction of                 (Primary Standard Industrial               (I.R.S. Employer                      
 incorporation or organization)                  Classification Code Number)            Identification Number)                   

                                                                                           ROBERT D. CAMPBELL                    
                                                                                               PRESIDENT                         
                                                                                            NOBLE CORPORATION                    
               13135 SOUTH DAIRY ASHFORD, SUITE 800                               13135 SOUTH DAIRY ASHFORD, SUITE 800           
                      SUGAR LAND, TEXAS 77478                                            SUGAR LAND, TEXAS 77478                 
                          (281) 276-6100                                                     (281) 276-6100                      
       (Address, including Zip Code, and telephone number,              (Name, address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)              including area code, of agent for service)        

----------
Copy to:
 David L. Emmons
Baker Botts L.L.P.
 2001 Ross Avenue, Suite 700
Dallas, Texas 75201-2980
(214) 953-6500

  APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after this Registration Statement becomes        
effective and all other conditions to the merger of Noble Drilling Corporation, 
a Delaware corporation ("Noble-Delaware"), with Noble Cayman Acquisition        
Corporation, an indirect, wholly owned subsidiary of the registrant, have been  
satisfied.                                                                      

If the securities being registered on this Form are being offered in    
connection with the formation of a holding company and there is compliance with 
General Instruction G, check the following box: [ ]                             

If this Form is filed to register additional securities for an offering 
pursuant to Rule 462(b) under the Securities Act, check the following box and   
list the Securities Act registration statement number of the earlier effective  
registration statement number for the same offering. [X] 333-84278              

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering. [ ]                                                      

 CALCULATION OF REGISTRATION FEE

                                                        [Enlarge/Download Table]


===============================================================================================================================
                                                         AMOUNT TO          PROPOSED           PROPOSED                        
                                                             BE             MAXIMUM            MAXIMUM                         
              TITLE OF EACH CLASS OF                     REGISTERED      OFFERING PRICE       AGGREGATE           AMOUNT OF    
          SECURITIES TO BE REGISTERED(1)                     (2)           PER SHARE(3)    OFFERING PRICE(3)   REGISTRATION FEE
          ------------------------------                 ----------      --------------    -----------------   ----------------
                                                                                                                               
Ordinary Shares, par value U.S.$0.10 per share ......    2,500,000        $    39.625        $ 99,062,500       $     9,114    
===============================================================================================================================

(1)  Includes Series A Junior Participating Preferred Share Purchase Rights (the
    "Rights"). The Rights are associated with and will trade with the Ordinary
   Shares of the registrant. No additional registration fee is required with
respect to the Rights.                                                

(2)  Represents the number of additional Ordinary Shares of the registrant that 
 may be issued in connection with the merger of Noble-Delaware and Noble
     Cayman Acquisition Corporation (the "merger"), as described in Registration
Statement No. 333-84278, which became effective on March 22, 2002. In 
connection with the filing of that Registration Statement, 132,135,326
    Ordinary Shares of the registrant (and the related Rights) were registered
     with the Securities and Exchange Commission and a fee of $441,948 was paid.
The registrant now anticipates that up to 134,635,326 of its Ordinary 
Shares (and related Rights) may be issued in the merger.              

(3)  Reflects the market price of the common stock of Noble-Delaware to be      
exchanged for Ordinary Shares of the registrant in connection with the
     merger computed in accordance with Rule 457(c) and Rule 457(f)(1) under the
 Securities Act based upon the average of the high and low prices of the
    common stock of Noble-Delaware as reported by the New York Stock Exchange,
Inc. on April 15, 2002, and is estimated solely to determine the      
registration fee.                                                     

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration       
Statement shall thereafter become effective in accordance with Section 8(a) of  
the Securities Act of 1933 or until the Registration Statement shall become     
effective on such date as the Securities and Exchange Commission, acting        
pursuant to Section 8(a), may determine.                                        
================================================================================

S-4MEF
2nd Page of 4
TOC
1st
Previous
Next
↓Bottom
Just 2nd
EXPLANATORY NOTE

This Registration Statement is being filed by the registrant pursuant to
General Instruction K to Form S-4 Registration Statement and Rule 462(b) under  
the Securities Act of 1933 to register an additional 2,500,000 Ordinary Shares  
of the registrant (and related Series A Junior Participating Preferred Share    
Purchase Rights (the "Rights")) for issuance in connection with the merger of   
Noble Cayman Acquisition Corporation, an indirect, wholly owned subsidiary of   
the registrant, with and into Noble Drilling Corporation (the "Merger").        

   The registrant previously registered a total of 132,135,326 Ordinary Shares
(and related Rights) in connection with the Merger by means of a currently      
effective Registration Statement on Form S-4 (Registration No. 333-84278), which
was originally filed with the Securities and Exchange Commission on March 13,   
2002 and the final proxy statement/prospectus of which was filed pursuant to    
Rule 424(b)(3) on March 22, 2002 (the "Prior Registration Statement"). The total
number of Ordinary Shares of the registrant (and related Rights) to be issued   
pursuant to the Merger is now expected not to exceed 134,635,326.               

INCORPORATION BY REFERENCE

   The contents of the Prior Registration Statement are hereby incorporated by
reference into this Registration Statement.                                     

2 

S-4MEF
3rd Page of 4
TOC
1st
Previous
Next
↓Bottom
Just 3rd
SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Registration Statement to be signed on its behalf by the   
undersigned, thereunto duly authorized, in the City of Sugar Land, State of     
Texas, on April 22, 2002.                                                       

                     NOBLE CORPORATION

                              By: /s/ ROBERT D. CAMPBELL
                                             -----------------------------------
                                      Robert D. Campbell
                                     President

Pursuant to the requirements of the Securities Act of 1933, this        
Registration Statement has been signed by the following persons on April 22,    
2002 in the capacities indicated.                                               

                                                        [Enlarge/Download Table]


                    SIGNATURE                                              TITLE                             
                    ---------                                              -----                             
                                                                                                             
                /s/ JAMES C. DAY                           Chairman of the Board, Chief Executive Officer and
-----------------------------------------------------          Director (Principal Executive Officer)        
                    James C. Day*                                                                            

              /s/ ROBERT D. CAMPBELL                                   President and Director                
-----------------------------------------------------                                                        
                  Robert D. Campbell                                                                         

               /s/ MARK A. JACKSON                       Senior Vice President -- Finance, Chief Financial   
-----------------------------------------------------       Officer, Treasurer, Controller and Assistant     
                   Mark A. Jackson                     Secretary (Principal Financial and Accounting Officer)

              /s/ JULIE J. ROBERTSON                     Senior Vice President -- Administration, Secretary  
-----------------------------------------------------                       and Director                     
                 Julie J. Robertson                                                                          

*By:          /s/ ROBERT D. CAMPBELL                                                                         
    -------------------------------------------------                                                        
         Robert D. Campbell, Attorney-In-Fact                                                                

3 

S-4MEF
Last Page of 4
TOC
1st
Previous
Next
↓Bottom
Just 4th
 EXHIBIT INDEX

                                                                [Download Table]


EXHIBIT                 EXHIBIT DESCRIPTION                                     
-------                 -------------------                                     
                                                                                
   5.1                  Opinion of Maples and Calder, regarding the legality of 
                        securities to be issued by Noble Corporation, a Cayman  
                        Islands exempted company limited by shares              

  23.1                  Consent of PricewaterhouseCoopers LLP                   

  23.2                  Consent of Maples and Calder (included in Exhibit 5.1)  

  23.3                  Consent of Maples and Calder                            

  23.4                  Consent of Thompson & Knight L.L.P.                     

  24.1                  Power of Attorney given by James C. Day (incorporated by
                        reference to the power of attorney contained in Form S-4
                        Registration Statement (No. 333-84278))                 

  99.1                  Consent of Michael A. Cawley as nominee for directorship

  99.2                  Consent of Lawrence J. Chazen as nominee for            
                        directorship                                            

  99.3                  Consent of Luke R. Corbett as nominee for directorship  

  99.4                  Consent of Marc E. Leland as nominee for directorship   

  99.5                  Consent of Jack E. Little as nominee for directorship   

  99.6                  Consent of William A. Sears as nominee for directorship 

4 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-4MEF’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		4/22/02		1		3
		4/15/02		1
		3/22/02		1		2			424B3
		3/13/02		2					S-4
									List all Filings