As filed with the Securities and Exchange Commission on November 6, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Noble Corporation plc
(Exact name of registrant as specified in its charter)
England and Wales (State or Other Jurisdiction of Incorporation or Organization) | 98-1644664 (I.R.S. Employer Identification No.) | ||||
13135 Dairy Ashford, Suite 800
Sugar Land, Texas 77478
(281) 276-6100
(Address of Principal Executive Offices, Zip Code)
Noble Corporation plc 2022 Long-Term Incentive Plan
(Full title of the plans)
Jennie P. Howard
Senior Vice President, General Counsel, and Corporate Secretary
Noble Corporation plc
13135 Dairy Ashford
Suite 800
Sugar Land, Texas 77478
(Name, address, including zip code, and telephone number, including area code, of agent for service)
______________________________________________
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | Accelerated filer | ||||||||||
| Non-accelerated filer | Smaller reporting company | ||||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. | |||||||||||
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed by Noble Corporation plc (the “Registrant”) pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”). The purpose of this Registration Statement is to register an additional 1,556,404 Class A ordinary shares of par value $0.00001 per share (“Ordinary Shares”) for issuance under the Registrant’s 2022 Long-Term Incentive Plan (as amended, the “2022 LTIP”). These shares represent the available, ungranted reserve under the Diamond Offshore Drilling, Inc. 2021 Long-Term Stock Incentive Plan (the “2021 Plan”), following the transactions contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 9, 2024, between the Registrant, Diamond Offshore Drilling, Inc., a Delaware corporation (“Diamond Offshore”), and certain other parties thereto. The Registrant has assumed remaining shares of Diamond Offshore common stock that were available for grant under the 2021 Plan, as adjusted in accordance with the applicable exchange ratio set forth in the Merger Agreement, to be granted for awards under and in accordance with the terms set forth in the 2022 LTIP.
The information contained in the Registrant’s registration statement on Form S-8 filed with the Securities and Exchange Commission (“SEC”) on September 30, 2022 (Registration No. 333-267698) and May 21, 2024 (Registration No. 333-279586), together with all exhibits filed therewith or incorporated therein by reference, are hereby incorporated by reference pursuant to General Instruction E to Form S-8, and Ordinary Shares registered hereunder are in addition to the Ordinary Shares registered on such registration statement with respect to the 2022 LTIP.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The document(s) containing the information required by Part I of Form S-8 will be sent or given to employees as specified by Rule 428(b)(1) of the Securities Act. Such documents need not be filed with the SEC either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
| Exhibit Number | Exhibit Description | ||||
| 4.1 | |||||
| 5.1* | |||||
| 23.1* | |||||
| 23.2* | |||||
| 23.3* | |||||
| 24.1* | |||||
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| 99.1 | |||||
| 99.2 | |||||
| 107* | |||||
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Sugar Land, Texas, on this 6th day of November, 2024.
| NOBLE CORPORATION plc | ||||||||||||||
| November 6, 2024 | By: | /s/ Robert W. Eifler | ||||||||||||
| Robert W. Eifler | ||||||||||||||
| President and Chief Executive Officer | ||||||||||||||
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert W. Eifler, Richard B. Barker and Jennie Howard, jointly and severally, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
| Signature | Title | Date | ||||||||||||
| /s/ Robert W. Eifler | Director, President and Chief Executive Officer (Principal Executive Officer) | November 6, 2024 | ||||||||||||
| Robert W. Eifler | ||||||||||||||
| /s/ Richard B. Barker | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | November 6, 2024 | ||||||||||||
| Richard B. Barker | ||||||||||||||
| /s/ Jennifer Yeung | Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer) | November 6, 2024 | ||||||||||||
| Jennifer Yeung | ||||||||||||||
| /s/ Charles M. Sledge | Director and Chairman | November 6, 2024 | ||||||||||||
| Charles M. Sledge | ||||||||||||||
| /s/ Patrice Douglas | Director | November 6, 2024 | ||||||||||||
| Patrice Douglas | ||||||||||||||
| /s/ Claus V. Hemmingsen | Director | November 6, 2024 | ||||||||||||
| Claus V. Hemmingsen | ||||||||||||||
| /s/ Alan J. Hirshberg | Director | November 6, 2024 | ||||||||||||
| Alan J. Hirshberg | ||||||||||||||
| /s/ Kristin H. Holth | Director | November 6, 2024 | ||||||||||||
| Kristin H. Holth | ||||||||||||||
| /s/ H. Keith Jennings | Director | November 6, 2024 | ||||||||||||
| H. Keith Jennings | ||||||||||||||
| /s/ Alastair J. Maxwell | Director | November 6, 2024 | ||||||||||||
| Alastair J. Maxwell | ||||||||||||||
| /s/ Ann D. Pickard | Director | November 6, 2024 | ||||||||||||
| Ann D. Pickard | ||||||||||||||
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