As filed with the Securities and Exchange Commission on December 20, 2001
Registration No. 333-_____
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TRANSOCEAN SEDCO FOREX INC.
(Exact name of registrant as specified in its charter)
CAYMAN ISLANDS 4 GREENWAY PLAZA N/A
(State or other jurisdiction of HOUSTON, TEXAS 77046 (I.R.S. Employer
incorporation or organization) (Address of Principal Identification No.)
Executive Offices)
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
ERIC B. BROWN, ESQ.
TRANSOCEAN SEDCO FOREX INC.
4 GREENWAY PLAZA
HOUSTON, TEXAS 77046
(Name and address of agent for service)
(713) 232-7500
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED SHARE (1) PRICE (1) REGISTRATION FEE(2)
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Ordinary Shares, par value $.01 per share 750,000 $ 29.94 $ 22,455,000 $ 5,366.75
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(1) Estimated pursuant to Rules 457(c) and (h) solely for the purpose of
computing the registration fee and based upon the average of the high and
low sales prices of the ordinary shares reported on the New York Stock
Exchange Composite Tape on December 13, 2001.
(2) Pursuant to Rule 457(p) of the Securities Act of 1933, the Registrant
hereby offsets the registration fee required in connection with this
registration statement by the aggregate total dollar amount of $5,366.75
previously paid on November 23, 1998 by R&B Falcon Corporation (an indirect
wholly owned subsidiary of the Registrant) in connection with its
registration statement on Form S-8 (Registration No. 333-67757) relating to
securities offered thereunder that remain unsold. Accordingly, no
registration fee is being paid in connection with this registration
statement.
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This Registration Statement is being filed by Transocean Sedco Forex Inc.
pursuant to General Instruction E of Form S-8 under the Securities Act of 1933,
as amended. The contents of the Registration Statement on Form S-8
(Registration No. 333-94551) filed with the Securities and Exchange Commission
on January 12, 2000 are incorporated herein by reference.
ITEM 8. EXHIBITS.
*4.1 - Employee Stock Purchase Plan, as amended and restated effective
January 1, 2000 (incorporated by reference to Exhibit 4.4 to the
registrant's Registration Statement on Form S-8 (Registration No.
333-94551) filed January 12, 2000)
*4.2 - First Amendment to the Amended and Restated Employee Stock
Purchase Plan of Transocean Sedco Forex Inc., effective as of
January 31, 2001 (incorporated by reference to Exhibit 10.7 to
the registrant's Annual Report on Form 10-K for the year ended
December 31, 2000)
5.1 - Opinion of Walkers, regarding the legality of securities to be
issued by Transocean Sedco Forex Inc.
23.1 - Consent of PricewaterhouseCoopers LLP
23.2 - Consent of Ernst & Young LLP
23.3 - Consent of Arthur Andersen LLP
23.4 - Consent of Walkers (contained in Exhibit 5.1)
24.1 - Powers of Attorney
* Incorporated herein by reference as indicated.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company 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 December 18, 2001.
TRANSOCEAN SEDCO FOREX INC.
By: /s/ J. Michael Talbert
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J. Michael Talbert
Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED AND ON DECEMBER 13, 2001.
Signature Title
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* Chairman of the Board of Directors
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Victor E. Grijalva
/s/ J. Michael Talbert Chief Executive Officer and Director
--------------------------------------------- (Principal Executive Officer)
J. Michael Talbert
/s/ Gregory Cauthen Vice President, Chief Financial Officer
--------------------------------------------- and Treasurer (Principal Financial Officer)
Gregory Cauthen
/s/ Ricardo Rosa Vice President and Controller
--------------------------------------------- (Principal Accounting Officer)
Ricardo Rosa
* Director
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Richard D. Kinder
* Director
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Ronald L. Kuehn, Jr.
* Director
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Arthur Lindenauer
* Director
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Paul B. Loyd, Jr.
* Director
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Martin B. McNamara
* Director
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Roberto Monti
* Director
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Richard A. Pattarozzi
* Director
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Alain Roger
* Director
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Kristian Siem
* Director
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Ian C. Strachan
* By: /s/ William E. Turcotte
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William E. Turcotte
(Attorney-in-Fact)
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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*4.1 - Employee Stock Purchase Plan, as amended and restated effective
January 1, 2000 (incorporated by reference to Exhibit 4.4 to the
registrant's Registration Statement on Form S-8 (Registration No.
333-94551) filed January 12, 2000)
*4.2 - First Amendment to the Amended and Restated Employee Stock
Purchase Plan of Transocean Sedco Forex Inc., effective as of
January 31, 2001 (incorporated by reference to Exhibit 10.7 to
the registrant's Annual Report on Form 10-K for the year ended
December 31, 2000)
5.1 - Opinion of Walkers, regarding the legality of securities to be
issued by Transocean Sedco Forex Inc.
23.1 - Consent of PricewaterhouseCoopers LLP
23.2 - Consent of Ernst & Young LLP
23.3 - Consent of Arthur Andersen LLP
23.4 - Consent of Walkers (contained in Exhibit 5.1)
24.1 - Powers of Attorney
*Incorporated herein by reference as indicated.