As filed with the Securities and Exchange Commission on December 13, 2005

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 (State or other jurisdiction of incorporation or organization)		66-0582307 (I.R.S. Employer Identification No.)
4 Greenway Plaza Houston, Texas (Address of Principal Executive Offices)		77046 (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 $0.01 per share

1,000,000

$

68.13

$

68,130,000

$

7,289.91

(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 December 8, 2005

 

 

     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 (“SEC”) on January 12, 2000 are incorporated herein by reference.

ITEM 8. EXHIBITS.

4.1*		—		Amended and Restated Employee Stock Purchase Plan of Transocean Inc., as amended and restated effective May 12, 2005 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed May 12, 2005)
5.1		—		Opinion of Walkers, regarding the legality of securities to be issued by Transocean Inc.
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 December 12, 2005.

     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 December 12, 2005.

Signature		Title
/s/ Robert L. Long   Robert L. Long		President, Chief Executive Officer and Director (Principal Executive Officer)
/s/ Gregory L. Cauthen   Gregory L. Cauthen		Senior Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ David A. Tonnel   David A. Tonnel		Vice President and Controller (Principal Accounting Officer)
*   J. Michael Talbert		Chairman of the Board of Directors
*   Victor E. Grijalva		Director
*   Judy J. Kelly		Director
*   Arthur Lindenauer		Director
*   Martin B. McNamara		Director
*   Roberto Monti		Director
*   Richard A. Pattarozzi		Director
*   Kristian Siem		Director
*   Robert M. Sprague		Director
*   Ian C. Strachan		Director

*		By:		/s/ William E. Turcotte
				William E. Turcotte (Attorney-in-Fact)

EXHIBIT INDEX

Exhibit No.				Description
4.1*		—		Amended and Restated Employee Stock Purchase Plan of Transocean Inc., as amended and restated effective May 12, 2005 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed May 12, 2005)
5.1		—		Opinion of Walkers, regarding the legality of securities to be issued by Transocean Inc.
23.1		—		Consent of Ernst & Young LLP
23.2		—		Consent of Walkers (contained in Exhibit 5.1)
24.1		—		Powers of Attorney