UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): January 2, 2008
NOBLE CORPORATION
(Exact name of registrant as specified in its charter)
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| CAYMAN ISLANDS
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001-31306
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98-0366361 |
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| (State or Other Jurisdiction of
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(Commission File
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(I.R.S. Employer Identification No.) |
| Incorporation or Organization)
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Number) |
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| 13135 South Dairy Ashford, Suite 800 |
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| Sugar Land, Texas
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77478 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (281) 276-6100
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
(b) and (c) On January 2, 2007, the Board of Directors of Noble Corporation (the “Company”)
acted to increase the size of the Board of Directors to nine members and appointed David W.
Williams as Chairman of the Board, Chief Executive Officer and President of the Company.
Prior to his appointment to these offices, Mr. Williams served as Senior Vice President —
Business Development of Noble Drilling Services Inc., an indirect, wholly-owned subsidiary of the
Company, from September 2006 to January 2007, as Senior Vice President — Operations of Noble
Drilling Services Inc. from January to April 2007, and as Senior Vice President and Chief Operating
Officer of the Company from April 2007 to the current appointments. Mr. Williams has 28 years of
energy industry experience, and prior to September 2006, he served for more than five years as
Executive Vice President of Diamond Offshore Drilling, Inc., an offshore oil and gas drilling
contractor.
Mr. Williams, age 50, has been appointed to a term of office to serve until his successor is
chosen and qualified or until his earlier death, resignation or removal from office. There are no
arrangements or understandings between Mr. Williams and any other person pursuant to which he was
selected as a director or executive officer of the Company. There are no family relationships
between Mr. Williams and any director or executive officer of the Company. There are no
transactions in which Mr. Williams has an interest requiring disclosure under Item 404(a) of
Regulation S-K. Mr. Williams will not serve as a member of the Audit Committee, Nominating and
Corporate Governance Committee, Compensation Committee or Finance Committee of the Board of
Directors.
Effective with the appointment of Mr. Williams as Chairman, Chief Executive Officer and
President of the Company, William A. Sears resigned those offices which he had held on an interim
basis since September 20, 2007. Mr. Sears continues to serve as a member of the Board of Directors
of the Company.
Item 7.01 Regulation FD Disclosure.
On January 3, 2008, the Company issued a news release announcing that the Board of Directors
had appointed David W. Williams as Chairman of the Board, Chief Executive Officer and President of
the Company. A copy of the news release is attached as Exhibit 99.1 to this Current Report on Form
8-K and will be published in the “Newsroom” area on the Company’s web site at
http://www.noblecorp.com. Pursuant to the rules and regulations of the U.S. Securities and
Exchange Commission, the news release is being furnished and shall not be deemed to be “filed”
under the Securities Exchange Act of 1934.