As filed with the Securities and Exchange Commission on June 11, 2003
Registration No. 333-_____
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-------------------
TRANSOCEAN INC.
(Exact name of registrant as specified in its charter)
CAYMAN ISLANDS 66-0582307
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4 GREENWAY PLAZA
HOUSTON, TEXAS 77046
(Address of Principal Executive Offices) (Zip Code)
-------------------
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
-------------------
ERIC B. BROWN, ESQ.
TRANSOCEAN 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
======================================================================================================================
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
- ----------------------------------------------------------------------------------------------------------------------
Ordinary Shares, par value $.01 per share 1,000,000 $ 23.63 $ 23,630,000 $ 1,912
======================================================================================================================
(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 June 9, 2003.
================================================================================
This Registration Statement is being filed by Transocean 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.
5.1 - Opinion of Walkers, regarding the legality of securities to be
issued by Transocean Inc.
10.1 - Amended and Restated Employee Stock Purchase Plan of Transocean
Inc., as amended and restated effective May 8, 2003
23.1 - Consent of Ernst & Young LLP
23.2 - Consent of Walkers (contained in Exhibit 5.1)
24.1 - Powers of Attorney
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 June 11, 2003.
TRANSOCEAN INC.
By: /s/ Robert L. Long
---------------------------
Robert L. Long
President and 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 JUNE 11, 2003.
Signature Title
--------- -----
/s/ Robert L. Long President and Chief Executive Officer
- ---------------------------------------------
Robert L. Long (Principal Executive Officer)
/s/ Gregory L. Cauthen Senior Vice President, Chief Financial Officer
- ---------------------------------------------
Gregory L. Cauthen and Treasurer
(Principal Financial Officer)
/s/ Brenda S. Masters Vice President and Controller
- ---------------------------------------------
Brenda S. Masters (Principal Accounting Officer)
*
- ---------------------------------------------
Victor E. Grijalva Director
*
- ---------------------------------------------
Arthur Lindenauer Director
*
- ---------------------------------------------
Paul B. Loyd, Jr. Director
*
- ---------------------------------------------
Martin B. McNamara Director
*
- ---------------------------------------------
Roberto Monti Director
*
- ---------------------------------------------
Richard A. Pattarozzi Director
*
- ---------------------------------------------
Kristian Siem Director
*
- ---------------------------------------------
Ian C. Strachan Director
* By: /s/ William E. Turcotte
- ---------------------------------------------
William E. Turcotte
(Attorney-in-Fact)
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ------------ -----------
5.1 - Opinion of Walkers, regarding the legality of securities to be
issued by Transocean Inc.
10.1 - Amended and Restated Employee Stock Purchase Plan of Transocean
Inc., as amended and restated effective May 8, 2003
23.1 - Consent of Ernst & Young LLP
23.2 - Consent of Walkers (contained in Exhibit 5.1)
24.1 - Powers of Attorney
EXHIBIT 5.1
WALKERS
Attorneys-at-Law
P.O. Box 265GT, Walker House,
Grand Cayman, Cayman Islands
Tel. (345) 949-0100 Fax: (345) 949-7886
11 June, 2003
Transocean Inc.
4 Greenway Plaza
Houston
Texas 77045
United States of America
Gentlemen,
VALIDITY OF ISSUE OF ORDINARY SHARES OF TRANSOCEAN INC., A CAYMAN ISLANDS
EXEMPTED COMPANY.
We have acted as special Cayman Islands counsel to Transocean Inc., a Cayman
Islands exempted company ("TRANSOCEAN"), in connection with a reservation of
Transocean ordinary shares, of a par or nominal value of US$0.01 per share
("ORDINARY SHARES"), to be issued under the terms of its Employee Stock Purchase
Plan (the "ESPP"). Under the amendment to the ESPP, Transocean reserved an
additional 1,000,000 Ordinary Shares for issuance.
We have been asked to provide this legal opinion to you in connection with
Transocean's filing of a Registration Statements on Form S-8, pursuant to the
Securities Act of 1933, as amended, to register the additional shares issuable
under the ESPP.
For the purposes of giving this opinion, we have examined the documents listed
in Schedule 1.
In giving this opinion, we have relied upon the assumptions set out in Schedule
2 hereto, which we have not independently verified.
We are Attorneys-at-Law in the Cayman Islands and express no opinion as to any
laws other than the laws of the Cayman Islands in force and as interpreted at
the date hereof.
Based upon the foregoing examinations and assumptions and upon such searches as
we have conducted and having regard to legal considerations which we deem
relevant, we are of the opinion that under the laws of the Cayman Islands:
When issued and sold pursuant to the provisions of the ESPP, the Ordinary Shares
will be recognized as having been duly authorised, and validly issued, fully
paid and non-assessable.
This opinion is limited to the matters referred to herein and shall not be
construed as extending to any other matter or document not referred to herein.
This opinion is governed by and shall be construed in accordance with the laws
of the Cayman Islands.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 that is referred to herein. In giving this
consent we do not admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the SEC thereunder.
Yours faithfully,
/s/ WALKERS
- ------------
WALKERS
SCHEDULE 1
LIST OF DOCUMENTS EXAMINED
1. The Memorandum and Articles of Association of Transocean.
2. The Resolutions adopted by the Board of Directors of Transocean pursuant to
their meeting of 8 May 2003.
3. Such other documents as we have considered necessary for the purposes of
rendering this opinion.
The document at paragraph 2 above is referred to in this opinion as the
"RESOLUTION".
SCHEDULE 2
ASSUMPTIONS
The opinions hereinbefore given are based upon the following assumptions insofar
as each such assumption may relate to the opinions given:
1. All original documents are authentic, that all signatures and seals are
genuine, that all documents purporting to be sealed have been so sealed and
that all copies conform to their originals.
2. The Minute Book of Transocean supplied to us on 11 June, 2003 by Transocean
contain a complete record of the business transacted by it.
3. The corporate records of Transocean supplied to us on 11 June, 2003 by
Transocean constitute its complete corporate records and that all matters
required by law to be recorded therein are so recorded.
4. From the date of the Resolution, no corporate or other action has been
taken by Transocean to amend, alter or repeal the Resolution.
EXHIBIT 10.1
TRANSOCEAN INC.
EMPLOYEE STOCK PURCHASE PLAN
(As Amended and Restated Effective May 8, 2003)
1. PURPOSE
The Transocean Inc. Employee Stock Purchase Plan (the "Plan") is designed
to encourage and assist all employees of Transocean Inc., a Cayman Islands
exempted company limited by shares ("Transocean") and Subsidiaries (as defined
in Section 4) (hereinafter collectively referred to as the "Company"), where
permitted by applicable laws and regulations, to acquire an equity interest in
Transocean through the purchase of ordinary shares, par value US$.01 per share,
of Transocean ("Ordinary Shares"). It is intended that this Plan shall
constitute an "employee stock purchase plan" within the meaning of Section 423
of the Internal Revenue Code of 1986, as amended (the "Code").
2. ADMINISTRATION OF THE PLAN
The Plan shall be administered and interpreted by the Finance and Benefits
Committee (the "Committee") appointed by the Board of Directors of Transocean
(the "Board"), which Committee shall consist of at least two (2) persons. The
Committee shall supervise the administration and enforcement of the Plan
according to its terms and provisions and shall have all powers necessary to
accomplish these purposes and discharge its duties hereunder including, but not
by way of limitation, the power to (i) employ and compensate agents of the
Committee for the purpose of administering the accounts of participating
employees; (ii) construe or interpret the Plan; (iii) determine all questions of
eligibility; and (iv) compute the amount and determine the manner and time of
payment of all benefits according to the Plan.
The Committee may act by decision of a majority of its members at a regular
or special meeting of the Committee or by decision reduced to writing and signed
by all members of the Committee without holding a formal meeting. The Committee
may delegate its duties and authority under this Plan to one or more officers of
the Company, and actions taken by such duly authorized officers shall be deemed
to be actions of the Committee.
3. NATURE AND NUMBER OF SHARES
The Ordinary Shares subject to issuance under the terms of the Plan shall
be shares of Transocean's authorized but unissued Ordinary Shares, previously
issued Ordinary Shares reacquired and held by Transocean or Ordinary Shares
purchased on the open market. The aggregate number of Ordinary Shares which may
be issued under the Plan shall not exceed two million five hundred thousand
(2,500,000) Ordinary Shares. All Ordinary Shares purchased under the Plan,
regardless of source, shall be counted against the two million five hundred
thousand (2,500,000) Ordinary Share limitation.
In the event of any scheme of arrangement, reorganization, share split,
reverse share split, share dividend, combination of shares, merger,
consolidation, offering of rights or other similar change in the capital
structure of Transocean, the Committee may make such adjustment, if any, as it
deems appropriate in the number, kind and purchase price of the Ordinary Shares
available for purchase under the Plan and in the maximum number of Ordinary
Shares which may be issued under the Plan, subject to the approval of the Board
and in accordance with Section 19.
4. ELIGIBILITY REQUIREMENTS
Each "Employee" (as hereinafter defined), except as described in the next
following paragraph, shall become eligible to participate in the Plan in
accordance with Section 5 on the first "Enrollment Date" (as defined therein)
following employment by the Company. Participation in the Plan is voluntary.
The following Employees are not eligible to participate in the Plan:
(i) Employees who would, immediately upon enrollment in the Plan, own
directly or indirectly, or hold options or rights to acquire, an
aggregate of five percent (5%) or more of the total combined voting
power or value of all outstanding shares of all classes of the Company
or any subsidiary (in determining share ownership of an individual,
the rules of Section 424(d) of the Code shall be applied, and the
Committee may rely on representations of fact made to it by the
employee and believed by it to be true); and
(ii) Employees of Transocean who are customarily employed for less than
twenty (20) hours per week or less than five (5) months in any
calendar year; and
(iii) Employees of any Subsidiary who are excluded under the terms of any
agreement evidencing the adoption of the Plan; and
(iv) Employees who reside in a country in which the Plan fails to meet
applicable legal and regulatory requirements or in a country whose
laws make participation impractical.
"Employee" shall mean any individual employed by Transocean or any
Subsidiary (as hereinafter defined). "Subsidiary" shall mean any corporation
(a) which is in an unbroken chain of corporations beginning with Transocean if,
on or after the Effective Date, each of the corporations other than the last
corporation in the chain owns stock possessing fifty percent (50%) or more of
the total combined voting power of all classes of stock in one of the other
corporations in the chain and (b) which has adopted the Plan with the approval
of the Committee.
5. ENROLLMENT
Each eligible Employee of Transocean or any Subsidiary as of May 14, 1998,
(the "Effective Date" herein) may enroll in the Plan as soon as administratively
feasible after the Effective Date, as determined by the Committee. Each other
eligible Employee of Transocean or a participating Subsidiary who thereafter
becomes eligible to participate may enroll in the Plan on the first January 1
following the date he first meets the eligibility requirements of Section 4.
Notwithstanding the foregoing, with respect to the Plan's designated purchase
period (the "Purchase Period") ending December 31, 2000, an eligible employee
must enroll in the Plan prior to the first to occur of (i) January 1, 2000 or,
if later, the date of the consummation of the merger transaction contemplated by
the July 12, 1999 Agreement and Plan of Merger between Schlumberger Limited,
Sedco Forex Holdings Limited, and the Company (the "Merger") or (ii) February
29, 2000. Any eligible Employee not enrolling in the Plan when first eligible
may enroll in the Plan on any subsequent January 1. Any eligible Employee may
enroll or re-enroll in the Plan on the dates hereinabove prescribed or such
other specific dates established by the Committee from time to time ("Enrollment
Dates"). In order to enroll, an eligible Employee must complete, sign and
submit the appropriate form to the person designated by the Committee.
6. METHOD OF PAYMENT
Payment for shares is to be made as of the applicable "Purchase Date" (as
defined in Section 9) through payroll deductions on an after-tax basis (with no
right of prepayment) over the Purchase Period, with the first such deduction
commencing with the first payroll period ending after the Enrollment Date. Each
Purchase Period under the Plan shall be a period of one (1) year beginning on
each January 1 and ending on the following December 31 or such other period as
the Committee may prescribe. Each participating Employee (hereinafter referred
to as a "Participant") will authorize such deductions from his pay for each
month during the Purchase Period, and such amounts will be deducted in
conformity with his employer's payroll deduction schedule; provided, however,
that payroll withholding during the initial Purchase Period will begin as soon
as administratively feasible, after the Effective Date, as is determined by the
Committee in its discretion.
Each Participant may elect to make contributions each pay period in amounts
not less than two percent (2%) of the Participant's monthly compensation (with
no dollar minimum), not to exceed a monthly contribution equal to twenty percent
(20%) of the Participant's monthly compensation (base pay and overtime pay
associated with base pay, but excluding premium or special pay and overtime
associated therewith) (or such other dollar amounts as the Committee may
establish from time to time before an Enrollment Date for all purchases to occur
during the relevant Purchase Period). In establishing other dollar amounts of
permitted contributions, the Committee may take into account the "Maximum Share
Limitation" (as defined in Section 8). The rate of contribution shall be
designated by the Participant in the enrollment form.
A Participant may elect to increase or decrease the rate of contribution
effective as of the first day of the Purchase Period by giving prior written
notice to the person designated by the Committee on the appropriate form. A
Participant may not elect to increase or decrease the rate of contribution
during a Purchase Period. A Participant may suspend payroll deductions at any
time during the Purchase Period by giving prior written notice to the person
designated by the Committee on the appropriate form. If a Participant elects to
suspend his payroll deductions, such Participant's account will continue to
accrue interest and will be used to purchase shares at the end of the Purchase
Period. A Participant may also elect to withdraw his entire contributions for
the current Purchase Period in accordance with Section 8 by giving prior written
notice to the person designated by the Committee on the appropriate form. Any
Participant who withdraws his contributions will receive, as soon as
practicable, his entire account balance, including interest and dividends, if
any. Any Participant who suspends payroll deductions or withdraws contributions
during any Purchase Period cannot resume payroll deductions during such Purchase
Period and must re-enroll in the Plan in order to participate in the next
Purchase Period.
Any Participant, in accordance with the procedure established by the
Company, can elect to contribute to the Plan by making a cash payment or by
assigning to the Company the right to receive a cash payment. This assignment
or transfer of a cash payment to the Plan must occur after the consummation of
the Merger and not later than February 29, 2000.
Except in case of cancellation of election to purchase, death, resignation
or other terminating event, the amount in a Participant's account at the end of
the Purchase Period will be applied to the purchase of Ordinary Shares.
7. CREDITING OF CONTRIBUTIONS, INTEREST AND DIVIDENDS
Contributions shall be credited to a Participant's account as soon as
administratively feasible after payroll withholding. Unless otherwise
prohibited by laws and regulations, Participant contributions will receive
interest at a rate realized for the investment vehicle or vehicles designated by
the Committee for purposes of the Plan. Interest will be credited to a
Participant's account from the first date on which such Participant's
contributions are deposited with the investment vehicle until the earlier of (i)
the end of the Purchase Period or (ii) in the event of cancellation, death,
resignation or other terminating event, the last day for which interest is
allocated for such investment vehicle prior to the date on which such
contributions are returned to the Participant. Dividends on shares held in a
Participant's account in the Plan will be invested in Ordinary Shares under the
Company's Shareholder Dividend Reinvestment Plan. Any such contributions,
interest and dividends shall be deposited in or held by a bank or financial
institution designated by the Committee for this purpose (the "Custodian").
8. GRANT OF RIGHT TO PURCHASE SHARES ON ENROLLMENT
Enrollment in the Plan by an Employee on an Enrollment Date will constitute
the grant by the Company to the Participant of the right to purchase Ordinary
Shares under the Plan. Re-enrollment by a Participant in the Plan will
constitute a grant by the Company to the Participant of a new opportunity to
purchase shares on the Enrollment Date on which such re-enrollment occurs. A
Participant who has not (a) terminated employment, (b) withdrawn his
contributions from the Plan, or (c) notified the Company in writing, by December
1 (or such date as the Committee shall establish), of his election to withdraw
his payroll deductions plus interest as of December 31 will have Ordinary Shares
purchased for him on the applicable Purchase Date, and he will automatically be
re-enrolled in the Plan on the Enrollment Date immediately following the
Purchase Date on which such purchase has occurred, unless each Participant
notifies the person designated by the Committee on the appropriate form that he
elects not to re-enroll.
Each right to purchase Ordinary Shares under the Plan during a Purchase
Period shall have the following terms:
(i) the right to purchase Ordinary Shares during a particular Purchase
Period shall expire on the earlier of: (A) the completion of the
purchase of shares on the Purchase Date occurring in the Purchase
Period, or (B) the date on which participation of such Participant in
the Plan terminates for any reason;
(ii) payment for shares purchased will be made through payroll withholding
and the crediting of interest and dividends, if applicable, in
accordance with Sections 6 and 7;
(iii) purchase of shares will be accomplished only in accordance with
Section 9;
(iv) the price per share will be determined as provided in Section 9;
(v) the right to purchase shares (taken together with all other such
rights then outstanding under this Plan and under all other similar
stock purchase plans of Transocean or any Subsidiary) will in no event
give the Participant the right to purchase a number of shares during a
calendar year in excess of the number of Ordinary Shares derived by
dividing twenty-five thousand dollars (US$25,000) by the fair market
value of the Ordinary Shares (the "Maximum Share Limitation") on the
applicable Grant Date determined in accordance with Section 9;
(vi) shares purchased under this Plan may not be sold within three (3)
months of the Purchase Date, unless the Committee, in its sole
discretion, waives this requirement; and
(vii) the right to purchase shares will in all respects be subject to the
terms and conditions of the Plan, as interpreted by the Committee from
time to time.
9. PURCHASE OF SHARES
The right to purchase Ordinary Shares granted by the Company under the Plan
is for the term of a Purchase Period. The fair market value of the Ordinary
Shares ("Fair Market Value") to be purchased during such Purchase Period will be
the closing composite sales price per Ordinary Share in the New York Stock
Exchange Composite Transactions Quotations on the first trading day of the
calendar month of January, or such other trading date designated by the
Committee (the "Grant Date"); provided, however, that for the Purchase Period
which begins on the Effective Date, the Grant Date shall be the Effective Date.
Notwithstanding the foregoing, with respect to the Purchase Period ending
December 31, 2000, the Grant Date shall be the first to occur of (i) January 1,
2000 or, if later, the date of the consummation of the Merger or (ii) February
29, 2000. The Fair Market Value of the Ordinary Shares will again be determined
in the same manner on the last trading day of the calendar month of December, or
such other trading date designated by the Committee (the "Purchase Date");
however, in no event shall the Committee, in the exercise of its discretion,
designate a Purchase Date beyond twelve (12) months from the related Enrollment
Date or otherwise fail to meet the requirements of Section 423(b)(7) of the
Code. These dates constitute the date of grant and the date of exercise for
valuation purposes of Section 423 of the Code.
As of the Purchase Date, the Committee shall apply the funds then credited
to each Participant's account to the purchase of Ordinary Shares. The cost to
the Participant for the shares purchased during a Purchase Period shall be the
lower of:
(i) eighty-five percent (85%) of the Fair Market Value of Ordinary Shares
on the Grant Date; or
(ii) eighty-five percent (85%) of the Fair Market Value of Ordinary Shares
on the Purchase Date.
Certificates evidencing shares purchased shall be delivered to the
Custodian or to any other bank or financial institution designated by the
Committee for this purpose or delivered to the Participant (if the Participant
has elected by written notice to the Committee to receive the certificate) as
soon as administratively feasible after the Purchase Date; however, certificates
shall not be delivered to the Participant within one (1) year of the Purchase
Date of the underlying shares, except as otherwise provided herein.
Notwithstanding the foregoing, Participants shall be treated as the record
owners of their shares effective as of the Purchase Date. Shares that are held
by the Custodian or any other designated bank or financial institution shall be
held in book entry form. Until such certificates are distributed to the
Participant, the Participant will not be permitted to transfer ownership of the
certificates except as contemplated by Section 10 or Section 14 of the Plan.
Any Participant who terminates employment will receive a certificate for the
number of shares held in his account and a cash refund attributable to amounts
equal to less than the price of a whole share, and any accumulated
contributions, dividends and interest. If for any reason the purchase of shares
with a Participant's allocations to the Plan exceeds or would exceed the Maximum
Share Limitation, such excess amounts shall be refunded to the Participant as
soon as practicable after such excess has been determined to exist.
If as of any Purchase Date the shares authorized for purchase under the
Plan are exceeded, enrollments shall be reduced proportionately to eliminate the
excess. Any funds that cannot be applied to the purchase of shares due to
excess enrollment shall be refunded as soon as administratively feasible,
including interest determined in accordance with Section 7. The Committee in
its discretion may also provide that excess enrollments may be carried over to
the next Purchase Period under this Plan or any successor plan according to the
regulations set forth under Section 423 of the Code.
10. WITHDRAWAL OF SHARES AND SALE OF SHARES
(a) A Participant may elect to withdraw at any time (without
withdrawing from participation in the Plan) shares which have been held in his
account for at least one (1) year by giving notice to the person designated by
the Committee on the appropriate form. Upon receipt of such notice from the
person designated by the Committee, the Custodian, bank or other financial
institution designated by the Committee for this purpose will arrange for the
issuance and delivery of such shares held in the Participant's account as soon
as administratively feasible.
(b) Notwithstanding anything in the Plan to the contrary, a Participant
may sell shares which are held in his account, including shares which have been
held in his account for less than one (1) year, but not less than three (3)
months as provided in Section 8(vi) (unless waived by the Committee), by giving
notice to the person designated by the Committee on the appropriate form. Upon
receipt of such notice from the person designated by the Committee, the
Custodian, bank or other financial institution designated by the Committee for
this purpose will arrange for the sale of such Participant's shares. Any sale
will be deemed to occur as soon as practicable after the Participant provides
such notice to the person designated by the Committee. The proceeds of any sale
under this subsection 10(b), less any associated commissions or required
withholding for taxes, shall be paid to the Participant as soon as practicable
after the sale.
11. TERMINATION OF PARTICIPATION
The right to participate in the Plan terminates immediately when a
Participant ceases to be employed by the Company for any reason whatsoever
(including death, unpaid disability or when the Participant's employer ceases to
be a Subsidiary) or the Participant otherwise becomes ineligible. Participation
also terminates immediately when the Participant voluntarily withdraws his
contributions from the Plan. Participation terminates immediately after the
Purchase Date if the Participant is not re-enrolled in the Plan for the next
Purchase Period or if the Participant has suspended payroll deductions during
any Purchase Period and has not re-enrolled in the Plan for the next Purchase
Period. As soon as administratively feasible after termination of participation
due to cessation of employment, the Committee shall pay to the Participant or
his beneficiary or legal representative all amounts credited to his account,
including interest and dividends, if applicable, determined in accordance with
Section 7, and shall cause a certificate for the number of shares held in his
account to be delivered to the Participant, subject to the restrictions in
Section 9. For purposes of the Plan, a Participant is not deemed to have
terminated his employment if he transfers employment from Transocean to a
Subsidiary, or vice versa, or transfers employment between Subsidiaries.
12. UNPAID LEAVE OF ABSENCE
Unless the Participant has voluntarily withdrawn his contributions from the
Plan, shares will be purchased for his account on the Purchase Date next
following commencement of an unpaid leave of absence by such Participant,
provided such leave does not constitute a termination of employment. The number
of shares to be purchased will be determined by applying to the purchase the
amount of the Participant's contributions made up to the commencement of such
unpaid leave of absence plus interest on such contributions and dividends, if
applicable, both determined in accordance with Section 7. If the Participant's
unpaid leave of absence both commences and terminates during the same Purchase
Period and he has resumed eligible employment prior to the Purchase Date related
to that Purchase Period, he may also resume payroll deductions immediately, and
shares will be purchased for him on such Purchase Date as otherwise provided in
Section 9.
13. DESIGNATION OF BENEFICIARY
Each Participant may designate one or more beneficiaries in the event of
death and may, in his sole discretion, change such designation at any time. Any
such designation shall be effective upon receipt by the person designated by the
Committee and shall control over any disposition by will or otherwise.
As soon as administratively feasible after the death of a Participant,
amounts credited to his account, including interest and dividends, if
applicable, determined in accordance with Section 7, shall be paid in cash and a
certificate for any shares shall be delivered to the Participant's designated
beneficiaries or, in the absence of such designation, to the executor,
administrator or other legal representative of the Participant's estate. Such
payment shall relieve the Company of further liability to the deceased
Participant with respect to the Plan. If more than one beneficiary is
designated, each beneficiary shall receive an equal portion of the account
unless the Participant has given express contrary instructions.
14. ASSIGNMENT
Except as provided in Section 13, the rights of a Participant under the
Plan will not be assignable or otherwise transferable by the Participant, other
than by will or the laws of descent and distribution or pursuant to a "qualified
domestic relations order," as defined in Section 414(p) of the Code. No
purported assignment or transfer of such rights of a Participant under the Plan,
whether voluntary or involuntary, by operation of law or otherwise, shall vest
in the purported assignee or transferee any interest or right therein
whatsoever, but immediately upon such assignment or transfer, or any attempt to
make the same, such rights shall terminate and become of no further effect. If
this provision is violated, the Participant's election to purchase Ordinary
Shares shall terminate, and the only obligation of the Company remaining under
the Plan will be to pay to the person entitled thereto the amount then credited
to the Participant's account. No Participant may create a lien on any funds,
securities, rights or other property held for the account of the Participant
under the Plan, except to the extent that there has been a designation of
beneficiaries in accordance with the Plan, and except to the extent permitted by
will or the laws of descent and distribution if beneficiaries have not been
designated. A Participant's right to purchase shares under the Plan shall be
exercisable only during the Participant's lifetime and only by him.
15. COSTS
All costs and expenses incurred in administering this Plan shall be paid by
the Company. Any brokerage fees for the sale of shares purchased under the Plan
shall be paid by the Participant.
16. REPORTS
At the end of each Purchase Period, the Company shall provide or cause to
be provided to each Participant a report of his contributions, including
interest earned, and the number of Ordinary Shares purchased with such
contributions by that Participant on each Purchase Date.
17. EQUAL RIGHTS AND PRIVILEGES
All eligible Employees shall have equal rights and privileges with respect
to the Plan to the extent necessary to enable the Plan to qualify for U.S. tax
purposes as an "employee stock purchase plan" within the meaning of Section 423
or any successor provision of the Code and related regulations. Any provision
of the Plan which is inconsistent with Section 423 or any successor provision of
the Code shall without further act or amendment by the Company be reformed to
comply with the requirements of Section 423. This Section 17 shall take
precedence over all other provisions in the Plan.
18. RIGHTS AS SHAREHOLDERS
A Participant will have no rights as a shareholder under the election to
purchase until he becomes a shareholder as herein provided. A Participant will
become a shareholder with respect to shares for which payment has been completed
as provided in Section 9 at the close of business on the last business day of
the Purchase Period.
19. MODIFICATION AND TERMINATION
The Board may amend or terminate the Plan at any time insofar as permitted
by law. No amendment shall be effective unless within one (1) year after it is
adopted by the Board, it is approved by the holders of Transocean's outstanding
shares if and to the extent such amendment is required to be approved by
shareholders in order to cause the rights granted under the Plan to purchase
Ordinary Shares to meet the requirements of Section 423 of the Code (or any
successor provision).
The Plan shall terminate after all Ordinary Shares issued under the Plan
have been purchased, unless terminated earlier by the Board or unless additional
Ordinary Shares are issued under the Plan with the approval of the shareholders.
In the event the Plan is terminated, the Committee may elect to terminate all
outstanding rights to purchase shares under the Plan either immediately or upon
completion of the purchase of shares on the next Purchase Date, unless the
Committee has designated that the right to make all such purchases shall expire
on some other designated date occurring prior to the next Purchase Date. If the
rights to purchase shares under the Plan are terminated prior to expiration, all
funds contributed to the Plan which have not been used to purchase shares shall
be returned to the Participants as soon as administratively feasible, including
interest and dividends, if applicable, determined in accordance with Section 7.
20. BOARD AND SHAREHOLDER APPROVAL; EFFECTIVE DATE
The Plan was originally adopted by the Board on March 12, 1998 and was
effective immediately on such date. The Plan was originally approved by
shareholders at the 1998 annual meeting. The Plan was amended and restated
effective January 1, 2000. This amendment and restatement of the Plan shall be
effective as of May 8, 2003. The increase in the number of Ordinary Shares
reserved for issuance under the Plan was approved by the holders of a majority
of outstanding Ordinary Shares at the shareholder's meeting held on May 8, 2003.
21. GOVERNMENTAL APPROVALS OR CONSENTS
This Plan and any offering or sale made to Employees under it are subject
to any governmental approvals or consents that may be or become applicable in
connection therewith. Subject to the provisions of Section 19, the Board may
make such changes in the Plan and include such terms in any offering under the
Plan as may be desirable to comply with the rules or regulations of any
governmental authority.
22. LISTING OF SHARES AND RELATED MATTERS
If at any time the Board or the Committee shall determine, based on opinion
of legal counsel, that the listing, registration or qualification of the shares
covered by the Plan upon any national securities exchange or reporting system or
under any state or federal law is necessary or desirable as a condition of, or
in connection with, the sale or purchase of shares under the Plan, no shares
will be sold, issued or delivered unless and until such listing, registration or
qualification shall have been effected or obtained, or otherwise provided for,
free of any conditions not acceptable to legal counsel.
23. EMPLOYMENT RIGHTS
The Plan shall neither impose any obligation on Transocean or on any
Subsidiary to continue the employment of any Participant, nor impose any
obligation on any Participant to remain in the employ of Transocean or of any
Subsidiary.
24. WITHHOLDING OF TAXES
The Committee may make such provisions as it may deem appropriate for the
withholding of any taxes which it determines is required in connection with the
purchase of Ordinary Shares under the Plan.
25. SUBSIDIARY TERMS
In addition to changes in eligibility requirements, the adopting
Subsidiaries may make any changes in the terms of this Plan applicable to their
Employees as shall be acceptable to the Committee, provided that such changes do
not cause the Plan to fail to comply with the requirements of Section 423 of the
Code, to the extent it is applicable.
26. GOVERNING LAW
The Plan and rights to purchase shares that may be granted hereunder shall
be governed by and construed and enforced in accordance with the laws of the
State of Texas.
27. USE OF GENDER
The gender of words used in the Plan shall be construed to include
whichever may be appropriate under any particular circumstances of the
masculine, feminine or neuter genders.
28. OTHER PROVISIONS
The agreements to purchase Ordinary Shares under the Plan shall contain
such other provisions as the Committee and the Board shall deem advisable,
provided that no such provision shall in any way be in conflict with the terms
of the Plan.
IN WITNESS WHEREOF, this document has been executed effective as of May 8,
2003.
TRANSOCEAN INC.
By: /s/ Eric B. Brown
-------------------------------------
Eric B. Brown
Senior Vice President, General
Counsel & Corporate Secretary
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Employee Stock Purchase Plan of Transocean Inc. of our
report dated January 27, 2003, with respect to the consolidated financial
statements and related financial statement schedule of Transocean Inc. and
Subsidiaries included in its Annual Report (Form 10-K) for the year ended
December 31, 2002, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Houston, Texas
June 10, 2003
EXHIBIT 24.1
TRANSOCEAN INC.
POWER OF ATTORNEY
WHEREAS, TRANSOCEAN INC., a Cayman Islands company (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and
the rules and regulations of the Commission promulgated thereunder, one or more
registration statements on Form S-8 for the registration of ordinary shares, par
value $.01 per share, to be issued in connection with the Employee Stock
Purchase Plan of the Company, together with any and all exhibits, documents and
other instruments and documents necessary, advisable or appropriate in
connection therewith, including any amendments thereto (the "Form S-8");
NOW, THEREFORE, the undersigned, in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Robert
L. Long, Gregory L. Cauthen, Eric B. Brown, William E. Turcotte and Brenda S.
Masters, and each of them severally, his true and lawful attorney or attorneys
with power to act with or without the other, and with full power of substitution
and resubstitution, to execute in his name, place and stead, in his capacity as
director, officer or both, as the case may be, of the Company, the Form S-8 and
any and all amendments thereto, including any and all exhibits and other
instruments and documents said attorney or attorneys shall deem necessary,
appropriate or advisable in connection therewith, and to file the same with the
Commission and to appear before the Commission in connection with any matter
relating thereto. Each of said attorneys shall have full power and authority to
do and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts that
said attorneys and each of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of the 8th day of May, 2003.
By: /s/ Victor E. Grijalva
-------------------------------------
Name: Victor E. Grijalva
TRANSOCEAN INC.
POWER OF ATTORNEY
WHEREAS, TRANSOCEAN INC., a Cayman Islands company (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and
the rules and regulations of the Commission promulgated thereunder, one or more
registration statements on Form S-8 for the registration of ordinary shares, par
value $.01 per share, to be issued in connection with the Employee Stock
Purchase Plan of the Company, together with any and all exhibits, documents and
other instruments and documents necessary, advisable or appropriate in
connection therewith, including any amendments thereto (the "Form S-8");
NOW, THEREFORE, the undersigned, in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Robert
L. Long, Gregory L. Cauthen, Eric B. Brown, William E. Turcotte and Brenda S.
Masters, and each of them severally, his true and lawful attorney or attorneys
with power to act with or without the other, and with full power of substitution
and resubstitution, to execute in his name, place and stead, in his capacity as
director, officer or both, as the case may be, of the Company, the Form S-8 and
any and all amendments thereto, including any and all exhibits and other
instruments and documents said attorney or attorneys shall deem necessary,
appropriate or advisable in connection therewith, and to file the same with the
Commission and to appear before the Commission in connection with any matter
relating thereto. Each of said attorneys shall have full power and authority to
do and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts that
said attorneys and each of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of the 8th day of May, 2003.
By: /s/ Arthur Lindenauer
--------------------------------------
Name: Arthur Lindenauer
TRANSOCEAN INC.
POWER OF ATTORNEY
WHEREAS, TRANSOCEAN INC., a Cayman Islands company (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and
the rules and regulations of the Commission promulgated thereunder, one or more
registration statements on Form S-8 for the registration of ordinary shares, par
value $.01 per share, to be issued in connection with the Employee Stock
Purchase Plan of the Company, together with any and all exhibits, documents and
other instruments and documents necessary, advisable or appropriate in
connection therewith, including any amendments thereto (the "Form S-8");
NOW, THEREFORE, the undersigned, in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Robert
L. Long, Gregory L. Cauthen, Eric B. Brown, William E. Turcotte and Brenda S.
Masters, and each of them severally, his true and lawful attorney or attorneys
with power to act with or without the other, and with full power of substitution
and resubstitution, to execute in his name, place and stead, in his capacity as
director, officer or both, as the case may be, of the Company, the Form S-8 and
any and all amendments thereto, including any and all exhibits and other
instruments and documents said attorney or attorneys shall deem necessary,
appropriate or advisable in connection therewith, and to file the same with the
Commission and to appear before the Commission in connection with any matter
relating thereto. Each of said attorneys shall have full power and authority to
do and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts that
said attorneys and each of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of the 6th day of May, 2003.
By: /s/ Paul B. Loyd, Jr.
-------------------------------------
Name: Paul B. Loyd, Jr.
TRANSOCEAN INC.
POWER OF ATTORNEY
WHEREAS, TRANSOCEAN INC., a Cayman Islands company (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and
the rules and regulations of the Commission promulgated thereunder, one or more
registration statements on Form S-8 for the registration of ordinary shares, par
value $.01 per share, to be issued in connection with the Employee Stock
Purchase Plan of the Company, together with any and all exhibits, documents and
other instruments and documents necessary, advisable or appropriate in
connection therewith, including any amendments thereto (the "Form S-8");
NOW, THEREFORE, the undersigned, in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Robert
L. Long, Gregory L. Cauthen, Eric B. Brown, William E. Turcotte and Brenda S.
Masters, and each of them severally, his true and lawful attorney or attorneys
with power to act with or without the other, and with full power of substitution
and resubstitution, to execute in his name, place and stead, in his capacity as
director, officer or both, as the case may be, of the Company, the Form S-8 and
any and all amendments thereto, including any and all exhibits and other
instruments and documents said attorney or attorneys shall deem necessary,
appropriate or advisable in connection therewith, and to file the same with the
Commission and to appear before the Commission in connection with any matter
relating thereto. Each of said attorneys shall have full power and authority to
do and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts that
said attorneys and each of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of the 8th day of May, 2003.
By: /s/ Martin B. McNamara
-------------------------------------
Name: Martin B. McNamara
TRANSOCEAN INC.
POWER OF ATTORNEY
WHEREAS, TRANSOCEAN INC., a Cayman Islands company (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and
the rules and regulations of the Commission promulgated thereunder, one or more
registration statements on Form S-8 for the registration of ordinary shares, par
value $.01 per share, to be issued in connection with the Employee Stock
Purchase Plan of the Company, together with any and all exhibits, documents and
other instruments and documents necessary, advisable or appropriate in
connection therewith, including any amendments thereto (the "Form S-8");
NOW, THEREFORE, the undersigned, in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Robert
L. Long, Gregory L. Cauthen, Eric B. Brown, William E. Turcotte and Brenda S.
Masters, and each of them severally, his true and lawful attorney or attorneys
with power to act with or without the other, and with full power of substitution
and resubstitution, to execute in his name, place and stead, in his capacity as
director, officer or both, as the case may be, of the Company, the Form S-8 and
any and all amendments thereto, including any and all exhibits and other
instruments and documents said attorney or attorneys shall deem necessary,
appropriate or advisable in connection therewith, and to file the same with the
Commission and to appear before the Commission in connection with any matter
relating thereto. Each of said attorneys shall have full power and authority to
do and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts that
said attorneys and each of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of the 8th day of May, 2003.
By: /s/ Roberto Monti
-------------------------------------
Name: Roberto Monti
TRANSOCEAN INC.
POWER OF ATTORNEY
WHEREAS, TRANSOCEAN INC., a Cayman Islands company (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and
the rules and regulations of the Commission promulgated thereunder, one or more
registration statements on Form S-8 for the registration of ordinary shares, par
value $.01 per share, to be issued in connection with the Employee Stock
Purchase Plan of the Company, together with any and all exhibits, documents and
other instruments and documents necessary, advisable or appropriate in
connection therewith, including any amendments thereto (the "Form S-8");
NOW, THEREFORE, the undersigned, in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Robert
L. Long, Gregory L. Cauthen, Eric B. Brown, William E. Turcotte and Brenda S.
Masters, and each of them severally, his true and lawful attorney or attorneys
with power to act with or without the other, and with full power of substitution
and resubstitution, to execute in his name, place and stead, in his capacity as
director, officer or both, as the case may be, of the Company, the Form S-8 and
any and all amendments thereto, including any and all exhibits and other
instruments and documents said attorney or attorneys shall deem necessary,
appropriate or advisable in connection therewith, and to file the same with the
Commission and to appear before the Commission in connection with any matter
relating thereto. Each of said attorneys shall have full power and authority to
do and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts that
said attorneys and each of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of the 8th day of May, 2003.
By: /s/ Richard A. Pattarozzi
-------------------------------------
Name: Richard A. Pattarozzi
TRANSOCEAN INC.
POWER OF ATTORNEY
WHEREAS, TRANSOCEAN INC., a Cayman Islands company (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and
the rules and regulations of the Commission promulgated thereunder, one or more
registration statements on Form S-8 for the registration of ordinary shares, par
value $.01 per share, to be issued in connection with the Employee Stock
Purchase Plan of the Company, together with any and all exhibits, documents and
other instruments and documents necessary, advisable or appropriate in
connection therewith, including any amendments thereto (the "Form S-8");
NOW, THEREFORE, the undersigned, in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Robert
L. Long, Gregory L. Cauthen, Eric B. Brown, William E. Turcotte and Brenda S.
Masters, and each of them severally, his true and lawful attorney or attorneys
with power to act with or without the other, and with full power of substitution
and resubstitution, to execute in his name, place and stead, in his capacity as
director, officer or both, as the case may be, of the Company, the Form S-8 and
any and all amendments thereto, including any and all exhibits and other
instruments and documents said attorney or attorneys shall deem necessary,
appropriate or advisable in connection therewith, and to file the same with the
Commission and to appear before the Commission in connection with any matter
relating thereto. Each of said attorneys shall have full power and authority to
do and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts that
said attorneys and each of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of the 8th day of May, 2003.
By: /s/ Kristian Siem
-------------------------------------
Name: Kristian Siem
TRANSOCEAN INC.
POWER OF ATTORNEY
WHEREAS, TRANSOCEAN INC., a Cayman Islands company (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and
the rules and regulations of the Commission promulgated thereunder, one or more
registration statements on Form S-8 for the registration of ordinary shares, par
value $.01 per share, to be issued in connection with the Employee Stock
Purchase Plan of the Company, together with any and all exhibits, documents and
other instruments and documents necessary, advisable or appropriate in
connection therewith, including any amendments thereto (the "Form S-8");
NOW, THEREFORE, the undersigned, in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Robert
L. Long, Gregory L. Cauthen, Eric B. Brown, William E. Turcotte and Brenda S.
Masters, and each of them severally, his true and lawful attorney or attorneys
with power to act with or without the other, and with full power of substitution
and resubstitution, to execute in his name, place and stead, in his capacity as
director, officer or both, as the case may be, of the Company, the Form S-8 and
any and all amendments thereto, including any and all exhibits and other
instruments and documents said attorney or attorneys shall deem necessary,
appropriate or advisable in connection therewith, and to file the same with the
Commission and to appear before the Commission in connection with any matter
relating thereto. Each of said attorneys shall have full power and authority to
do and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts that
said attorneys and each of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of the 8th day of May, 2003.
By: /s/ Ian C. Strachan
-------------------------------------
Name: Ian C. Strachan