As filed with the Securities and Exchange Commission on July 5, 2024
Registration No. 333-280610
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
TRANSOCEAN LTD.
(Exact Name of Registrant as Specified in its Charter)
Switzerland (State or Other Jurisdiction of Incorporation or Organization) | 98-0599916 (I.R.S. Employer Identification No.) |
| |
Turmstrasse 30 Steinhausen, Switzerland (Address of Principal Executive Offices) | 6312 (Zip Code) |
AMENDED AND RESTATED TRANSOCEAN LTD. 2015 LONG-TERM INCENTIVE PLAN
(Full title of plan)
Brady K. Long
Executive Vice President and General Counsel
Transocean Ltd.
c/o Transocean Offshore Deepwater Drilling Inc.
1414 Enclave Parkway
Houston, Texas 77077
+1 (713) 232-7500
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copy to:
James B. Marshall
Baker Botts L.L.P.
910 Louisiana Street
Houston, Texas 77002-4995
+1 (713) 229-1234
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 Post-Effective Amendment to Registration Statement on Form S-8 (this “Registration Statement”) is being filed solely to correct administrative errors contained in the Registration Statement on Form S-8 filed with the U.S. Securities and Exchange Commission on June 28, 2024 (File No. 333-280610), by including dates and other omitted information on the cover page and by including omitted dates and updating a signature block on the signature page.
Item 8. Exhibits.
Number | Description | Location | ||
4.1 | Exhibit 3.1 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No. 001-38373) filed on June 28, 2024 | |||
4.2 | Organizational Regulations of Transocean Ltd., amended, effective as of May 12, 2023 | Exhibit 3.2 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No. 001-38373) filed on May 16, 2023 | ||
4.3 | Amended and Restated Transocean Ltd. 2015 Long-Term Incentive Plan | Exhibit 10.1 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No. 001-38373) filed on May 22, 2024 | ||
5.1 | Exhibit 5.1 to Transocean Ltd.’s Form S-8 (Commission File No. 333-280610) filed on June 28, 2024 | |||
23.1 | Exhibit 23.1 to Transocean Ltd.’s Form S-8 (Commission File No. 333-280610) filed on June 28, 2024 | |||
23.2 | Included in Exhibit 5.1 to Transocean Ltd.’s Form S-8 (Commission File No. 333-280610) filed on June 28, 2024 | |||
24.1 | Included as part of the signature page of Transocean Ltd.’s Form S-8 (Commission File No. 333-280610) filed on June 28, 2024 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Steinhausen, Switzerland, on July 5, 2024.
TRANSOCEAN LTD.
By: /s/ Jeremy D. Thigpen
Name: Jeremy D. Thigpen
Title: 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 below on July 5, 2024.
Signature | | Title |
/s/ Jeremy D. Thigpen | | Chief Executive Officer, Director |
Jeremy D. Thigpen | | (Principal Executive Officer) |
| ||
* | | Executive Vice President, Chief Financial Officer |
R. Thaddeus Vayda | | (Principal Financial Officer) |
| ||
* | | Senior Vice President and Chief Accounting Officer |
David A. Tonnel | | (Principal Accounting Officer) |
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* | | Chairman of the Board of Directors |
Chadwick C. Deaton | | |
| | |
* | | Director |
Vanessa C.L. Chang | | |
| | |
* | | Director |
Frederico F. Curado | | |
| | |
* | | Director |
Domenic J. Dell’Osso, Jr. | | |
| | |
* | | Director |
Vincent J. Intrieri | | |
| | |
* | | Director |
Samuel J. Merksamer | | |
| | |
* | | Director |
Frederik W. Mohn | | |
| | |
* | | Director |
Margareth Øvrum | | |
*By: /s/ Brady K. Long
Brady K. Long
Attorney-in-fact