AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 17, 2002
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ROWAN COMPANIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-0759420
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
2800 POST OAK BOULEVARD, SUITE 5450 77056-6127
HOUSTON, TEXAS (Zip Code)
(Address of Principal Executive Offices)
ROWAN COMPANIES, INC.
RESTATED 1988 NONQUALIFIED STOCK OPTION PLAN
(Full title of the plan)
C. R. PALMER
ROWAN COMPANIES, INC.
2800 POST OAK BOULEVARD, SUITE 5450
HOUSTON, TEXAS 77056-6127
(713) 621-7800
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
ROBERT V. JEWELL
ANDREWS & KURTH L.L.P.
600 TRAVIS, SUITE 4200
HOUSTON, TEXAS 77002
(713) 220-4200
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Amount to be Offering Price Aggregate Offering Amount of
Title of Securities to be Registered Registered (1) Per Share (2) Price (2) Registration Fee
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Common Stock, par value $.125 per share (3) 4,000,000 shares $ 24.00 (2) $ 96,000,000 (2) $ 8,832.00
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(1) Pursuant to Rule 416(a), there is also being registered such additional
number of shares of Common Stock that become available under the foregoing
plan in connection with certain exchanges in the number of outstanding
Common Stock because of events such as recapitalizations, stock dividends,
stock splits, reverse stock splits, or similar transactions.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h)(1) under the Securities Act of
1933, as amended. The offering price per share and the aggregate offering
price are based on the average of the high and low prices of the
Registrant's Common Stock as reported on the New York Stock Exchange on
December 16, 2002.
(3) Includes the preferred stock purchase rights (as adjusted and as subject to
further adjustment in certain events, including stock splits, stock
dividends, reverse stock splits or similar transactions) associated with
the Common Stock.
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EXPLANATORY NOTE
The Registration Statement increases the number of shares of Rowan
Companies, Inc. Common Stock, par value $.125 per share, that may be issued
under the Rowan Companies, Inc. Restated 1988 Nonqualified Stock Option Plan
from 10,000,000 to 14,000,000. The contents of the Company's Registration
Statements on Form S-8, Registration Nos. 333-84369, 33-61444 and 33-33755 filed
with the Securities and Exchange Commission on August 3, 1999, April 23, 1993
and March 13, 1990, respectively, are incorporated by reference herein.
EXHIBITS
Exhibit
Number Description
------ -----------
4.1 Restated Certificate of Incorporation of the Company, incorporated by
reference to Exhibit 4.1 to Registration Statement No. 333-84369 on
Form S-8 (File No. 1-5491) and Exhibits 4.3, 4.4, 4.5, 4.6, 4.7, 4.8,
4.9, 4.10, 4.11 and 4.12 below.
4.2 Bylaws of the Company, amended as of August 1, 2002, incorporated by
reference to Exhibit 3.1 to the Company's Form 10-Q/A for the
quarterly period ended June 30, 2002 (File No. 1-5491).
4.3 Amended and Restated Rights Agreement, dated as of January 24, 2002,
between the Company and Citibank, N.A. as Rights Agent, incorporated
by reference to Exhibit 4.1 to Registration Statement on Form 8-A/A
(File No. 1-5491).
4.4 Certificate of Change of Address of Registered Office and of
Registered Agent dated July 25, 1984, incorporated by reference to
Exhibit 4.4 to Registration Statement No. 333-84369 on Form S-8 (File
No. 1-5491).
4.5 Certificate of Amendment of Certificate of Incorporation dated April
24, 1987, incorporated by reference to Exhibit 4.5 to Registration
Statement No. 333-84369 on Form S-8 (File No. 1-5491).
4.6 Certificate of Designation of the Company's Series A Junior Preferred
Stock dated March 2, 1992, incorporated by reference to Exhibit 4.2 to
Registration Statement on Form 8-A/A (File No. 1-5491).
4.7 Certificate of Designation of the Company's Series III Preferred Stock
dated November 30, 1994, incorporated by reference to Exhibit 4.7 to
Registration Statement No. 333-84369 on Form S-8 (File No. 1-5491).
4.8 Certificate of Designation of (and Certificate of Correction related
thereto) the Company's Series A Preferred Stock dated August 5, 1998
and January 28, 1999, respectively, incorporated by reference to
Exhibit 4.8 to Registration Statement No. 333-84369 on Form S-8 (File
No. 1-5491).
4.9 Certificate of Designation of the Company's Series B Preferred Stock
dated June 24, 1999, incorporated by reference to Exhibit 4d to Form
10-K for the fiscal year ended December 31, 1999 (File No. 1-5491).
4.10 Certificate of Designation of the Company's Series C Preferred Stock
dated July 28, 2000, incorporated by reference to Exhibit 4.10 to
Registration Statement No. 333-44874 on Form S-3 (File No. 1-5491).
4.11 Certificate of Designation of the Company's Series D Preferred Stock
dated May 22, 2001, incorporated by reference to Exhibit 4.11 to
Registration Statement No. 333-82804 on Form S-3 (File No. 1-5491).
4.12 Certificate of Designation of the Company's Series E Preferred Stock
dated October 30, 2001, incorporated by reference to Exhibit 4.12 to
Registration Statement No. 333-82804 on Form S-3 (File No. 1-5491).
5.1* Opinion of Andrews & Kurth L.L.P., counsel for Rowan Companies, Inc.
2
23.1* Consent of Deloitte & Touche L.L.P.
23.4* Consent of Andrews & Kurth L.L.P. (included as part of Exhibit 5.1).
24.1* Power of Attorney (set forth on the signature page of this
registration statement).
99.1 Rowan Companies, Inc. Restated 1988 Nonqualified Stock Option Plan,
incorporated by reference to Appendix C to the Notice of Annual
Meeting and Proxy Statement dated March 20, 2002 (File No. 1-5491).
------------------------
* Filed herewith.
3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 December 17, 2002.
ROWAN COMPANIES, INC.
(Registrant)
By: C. R. PALMER
C. R. Palmer,
Chairman of the Board and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and
directors of Rowan Companies, Inc. hereby constitutes and appoints C. R. Palmer,
(with full power to act alone), his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and file this
registration statement under the Securities Act of 1933, as amended, and any or
all amendments (including, without limitation, post-effective amendments), with
all exhibits and any and all documents required to be filed with respect hereto,
with the Securities Exchange Commission or any regulatory authority, granting
unto such 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 order to effectuate the same, as fully to all intents and purposes
as he himself might or could do if personally present, hereby ratifying and
confirming all that such attorneys-in-fact and agents, or any of them, or their
substitute or substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on this 17th day of December, 2002.
Signature Title
--------- -----
C. R. PALMER Chairman of the Board and Chief Executive Officer
(C. R. Palmer) (Principal Executive Officer and Director)
E. E. THIELE Senior Vice President - Finance,Administration
(E. E. Thiele) and Treasurer
(Principal Financial Officer)
WILLIAM H. WELLS Controller
(William H. Wells) (Principal Accounting Officer)
HENRY O. BOSWELL Director
(Henry O. Boswell)
HANS M. BRINKHORST Director
(Hans M. Brinkhorst)
R. G. CROYLE Director
(R. G. Croyle)
WILLIAM T. FOX III Director
(William T. Fox III)
FREDERICK R. LAUSEN Director
(Frederick R. Lausen)
4
H. E. LENTZ Director
(H. E. Lentz)
D. F. MCNEASE Director
(D. F. McNease)
LORD MOYNIHAN Director
(Lord Moynihan)
5
EXHIBIT INDEX
Exhibit
Number Description
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4.1 Restated Certificate of Incorporation of the Company, incorporated by
reference to Exhibit 4.1 to Registration Statement No. 333-84369 on
Form S-8 (File No. 1-5491) and Exhibits 4.3, 4.4, 4.5, 4.6, 4.7, 4.8,
4.9, 4.10, 4.11 and 4.12 below.
4.2 Bylaws of the Company, amended as of August 1, 2002, incorporated by
reference to Exhibit 3.1 to the Company's Form 10-Q/A for the
quarterly period ended June 30, 2002 (File No. 1-5491).
4.3 Amended and Restated Rights Agreement, dated as of January 24, 2002,
between the Company and Citibank, N.A. as Rights Agent, incorporated
by reference to Exhibit 4.1 to Registration Statement on Form 8-A/A
(File No. 1-5491).
4.4 Certificate of Change of Address of Registered Office and of
Registered Agent dated July 25, 1984, incorporated by reference to
Exhibit 4.4 to Registration Statement No. 333-84369 on Form S-8 (File
No. 1-5491).
4.5 Certificate of Amendment of Certificate of Incorporation dated April
24, 1987, incorporated by reference to Exhibit 4.5 to Registration
Statement No. 333-84369 on Form S-8 (File No. 1-5491).
4.6 Certificate of Designation of the Company's Series A Junior Preferred
Stock dated March 2, 1992, incorporated by reference to Exhibit 4.2 to
Registration Statement on Form 8-A/A (File No. 1-5491).
4.7 Certificate of Designation of the Company's Series III Preferred Stock
dated November 30, 1994, incorporated by reference to Exhibit 4.7 to
Registration Statement No. 333-84369 on Form S-8 (File No. 1-5491).
4.8 Certificate of Designation of (and Certificate of Correction related
thereto) the Company's Series A Preferred Stock dated August 5, 1998
and January 28, 1999, respectively, incorporated by reference to
Exhibit 4.8 to Registration Statement No. 333-84369 on Form S-8 (File
No. 1-5491).
4.9 Certificate of Designation of the Company's Series B Preferred Stock
dated June 24, 1999, incorporated by reference to Exhibit 4d to Form
10-K for the fiscal year ended December 31, 1999 (File No. 1-5491).
4.10 Certificate of Designation of the Company's Series C Preferred Stock
dated July 28, 2000, incorporated by reference to Exhibit 4.10 to
Registration Statement No. 333-44874 on Form S-3 (File No. 1-5491).
4.11 Certificate of Designation of the Company's Series D Preferred Stock
dated May 22, 2001, incorporated by reference to Exhibit 4.11 to
Registration Statement No. 333-82804 on Form S-3 (File No. 1-5491).
4.12 Certificate of Designation of the Company's Series E Preferred Stock
dated October 30, 2001, incorporated by reference to Exhibit 4.12 to
Registration Statement No. 333-82804 on Form S-3 (File No. 1-5491).
5.1 * Opinion of Andrews & Kurth L.L.P., counsel for Rowan Companies, Inc.
23.1 * Consent of Deloitte & Touche L.L.P.
23.4 * Consent of Andrews & Kurth L.L.P. (included as part of Exhibit 5.1).
24.1 * Power of Attorney (set forth on the signature page of this
registration statement).
99.1 Rowan Companies, Inc. Restated 1988 Nonqualified Stock Option Plan,
incorporated by reference to Appendix C to the Notice of Annual
Meeting and Proxy Statement dated March 20, 2002 (File No. 1-5491).
----------------------------------
* Filed herewith.
6
EXHIBIT 5.1
[Letterhead of Andrews & Kurth L.L.P.]
600 Travis Street, Suite 4200
Houston, TX 77002
December 17, 2002
Rowan Companies, Inc.
2800 Post Oak Boulevard, Suite 5450
Houston, Texas 77056-6127
Ladies and Gentlemen:
We have acted as counsel to Rowan Companies, Inc., a Delaware corporation
(the "Company"), in connection with the preparation and filing of the
Registration Statement on Form S-8 (the "Registration Statement"), under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
proposed offering by the Company of up to 4,000,000 shares (the "Shares") of the
Company's common stock (and associated preferred stock purchase rights), par
value $0.125 per share (the "Common Stock"), which are subject to issuance by
the Company under the Rowan Companies, Inc. Restated 1988 Nonqualified Stock
Option Plan (the "Plan").
We have examined originals or copies of (i) the Plan, (ii) the Restated
Certificate of Incorporation of the Company, (iii) the Bylaws of the Company as
in effect on the date hereof, (iv) certain resolutions of the Board of Directors
of the Company certified to us to be true and correct by the Company's
Secretary, and (v) such other documents and records as we have deemed necessary
and relevant for purposes hereof. We have relied upon certificates of public
officials and officers of the Company as to certain matters of fact relating to
this opinion and have made such investigations of law as we have deemed
necessary and relevant as a basis hereof. We have not independently verified any
factual matter relating to this opinion.
We have assumed and have not verified (i) the genuineness of all signatures
on all documents that we have examined, (ii) the legal capacity of all natural
persons, (iii) the authenticity of all documents submitted to us as originals,
and (iv) the conformity to the authentic originals of all documents supplied to
us as certified or photostatic or faxed copies.
Based upon the foregoing, and subject to the limitations and assumptions
set forth herein, and having due regard for such legal considerations as we deem
relevant, we are of the opinion that (i) the issuance of the Shares in
accordance with the Registration Statement has been duly authorized by the
Company, and (ii) the Shares, when thereafter issued against payment therefore
as required under the Plan, will be validly issued, fully paid and
non-assessable.
The foregoing opinion is based on and is limited to the corporate laws of
the State of Delaware and we render no opinion with respect to the laws of any
other jurisdiction.
We consent to the filing of this opinion as an exhibit to the Registration
Statement, and we further consent to the reference to our firm appearing on the
cover of the Registration Statement. In giving these consents, we do not thereby
admit that we are within the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations issued thereunder.
Very truly yours,
/s/ Andrews & Kurth L.L.P.
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Rowan Companies, Inc. on Form S-8 of our report dated March 14, 2002,
incorporated by reference in the Annual Report on Form 10-K of Rowan Companies,
Inc. for the year ended December 31, 2001.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Houston, Texas
December 17, 2002