As filed with the Securities and Exchange Commission on December 23, 2009
Registration No. 333-10733
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ENSCO International Incorporated
(Exact name of registrant as specified in its charter)
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Delaware |
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76-0232579 |
(State or other jurisdiction |
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(I.R.S. Employer |
of incorporation or organization) |
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Identification Number) |
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500 North Akard Street, Suite 4300 |
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Dallas, Texas |
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75201-3331 |
(Address of Principal Executive Offices) |
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(Zip Code) |
ENSCO INTERNATIONAL INCORPORATED
1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
(Full title of the plan)
CARY A. MOOMJIAN, JR.
Vice President, General Counsel and Secretary
500 North Akard Street, Suite 4300
Dallas, Texas 75201-3331
(214) 397-3000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a copy to:
Alan Harvey
Baker & McKenzie LLP
2001 Ross Avenue, Suite 2300
Dallas, Texas 75201
(214) 978-3000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):
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Large accelerated filer |
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x |
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Accelerated filer |
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Non-accelerated filer |
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o (Do not check if a smaller reporting company) |
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Smaller reporting company |
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o |
EXPLANATORY NOTE
Pursuant to its Registration Statement on Form S-8 (File No. 333-10733) (the Registration
Statement), ENSCO International Incorporated, a Delaware corporation (the Company), registered
300,000 of its shares of common stock, par value $0.10 per share (the Common Shares), issuable
pursuant to the stock options granted under the ENSCO International Incorporated 1996 Non-Employee
Directors Stock Option Plan (the Plan).
All stock options, restricted stock or any other equity-based awards that were granted under
the Plan have expired or been exercised, and no more stock options will be granted. Pursuant to
the undertaking made by the Company and required by Item 512(a)(3) of Regulation S-K, the Company
files this Post-Effective Amendment No. 1 to the Registration Statement for the purpose of removing
from registration those Common Shares that were not issued pursuant to the Plan.
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 Dallas,
State of Texas, on December 22,
2009.
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ENSCO International Incorporated
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By: |
/s/
James W. Swent III |
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James W. Swent III |
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Senior Vice President Chief Financial Officer |
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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/s/
David M. Carmichael |
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Director |
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December 22, 2009 |
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/s/ J. Roderick Clark |
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Director |
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December 22, 2009 |
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/s/
C. Christopher Gaut
C. Christopher Gaut |
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Director |
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December 22, 2009 |
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/s/ Gerald W. Haddock
Gerald W. Haddock |
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Director |
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December 22, 2009 |
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/s/ Thomas L. Kelly II
Thomas L. Kelly II |
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Director |
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December 22, 2009 |
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/s/
Daniel W. Rabun
Daniel W. Rabun |
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Chairman, President and Chief
Executive Officer |
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December 22, 2009 |
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/s/
Keith O. Rattie
Keith O. Rattie |
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Director |
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December 22, 2009 |
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/s/
Rita M. Rodriguez
Rita M. Rodriguez |
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Director |
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December 22, 2009 |
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/s/
Paul E. Rowsey
Paul E. Rowsey |
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Director |
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December 22, 2009 |
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/s/
James W. Swent III
James W. Swent III |
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Senior Vice President Chief Financial Officer |
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December 22, 2009 |
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/s/
David A. Armour
David A. Armour |
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Vice President Finance |
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December 22, 2009 |
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/s/
Douglas J. Manko
Douglas J. Manko |
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Controller |
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December 22, 2009 |