As filed with the Securities and Exchange Commission on February 15, 2008

Registration No. 333-______

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

HERCULES OFFSHORE, INC.

Delaware (State or other jurisdiction of incorporation or organization)		56-2542838 (I.R.S. Employer Identification Number)

9 Greenway Plaza, Suite 2200 Houston, Texas (Address of principal executive offices)		77046 (Zip code)

AMENDED AND RESTATED
HERCULES OFFSHORE 2004 LONG-TERM INCENTIVE PLAN
(Full title of the plan)

James W. Noe
Senior Vice President, General Counsel,
Chief Compliance Officer and Secretary
Hercules Offshore, Inc.
9 Greenway Plaza, Suite 2200
Houston, Texas 77046
713-350-5100
(Name and address, including zip code, and telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of

Proposed maximum

Proposed maximum

Amount of

securities

Amount to be

offering price

aggregate offering

registration

to be registered

registered

per share

price

fee

Common Stock, par value $0.01 per share

6,800,000

(1)

$23.12(2)

$157,216,000.00

$6,179

Rights to Purchase Series A Junior Participating Preferred Stock (3)

—

—

—

—

(1)

Pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement also covers an indeterminate number of additional shares as may become issuable under the plan pursuant to the anti-dilution provisions thereof.

(2)

Estimated pursuant to Rule 457(c) and Rule 457(h) solely for the purpose of computing the registration fee and based upon the average of the high and low sales price of the common stock reported on Nasdaq Global Select Market on February 8, 2008.

(3)

The rights to purchase Series A Junior Participating Preferred Stock initially will be attached to and trade with the shares of common stock being registered hereby. The value attributed to such rights, if any, is reflected in the offering price of the common stock. Accordingly, no separate registration fee is payable with respect thereto.

 

 

REGISTRATION OF ADDITIONAL SECURITIES

     This Registration Statement is being filed pursuant to General Instruction E of Form S-8 under the Securities Act of 1933, as amended, to register an additional 6,800,000 shares of Common Stock issuable pursuant to the Amended and Restated Hercules Offshore 2004 Long-Term Incentive Plan (the “Plan”). The Board of Directors of the Company recommended for approval and, on July 11, 2007, the stockholders approved an amendment to the Plan that increased the number of shares available for issuance under the Plan from 3,450,000 to 10,250,000. The contents of the Registration Statements on Form S-8 of Hercules Offshore, Inc. (Nos. 333-129344 and 333-134135) relating to the Plan are incorporated by reference into this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits

Exhibit
Number		Description
*4.1		—		Certificate of Incorporation of Hercules Offshore, Inc. (incorporated by reference to Exhibit 3.1 to Hercules’ Current Report on Form 8-K dated November 1, 2005 (File No. 0-51582) (the “Form 8-K”)).
*4.2		—		Amended and Restated Bylaws of Hercules Offshore, Inc. (incorporated by reference to Exhibit 3.1 to Hercules’ Current Report on Form 8-K dated July 17, 2007 (File No. 0-51582)).
*4.3		—		Form of specimen common stock certificate (incorporated by reference to Exhibit 4.1 to Hercules’ Registration Statement on Form S-1 (Registration No. 333-126457)).
*4.4		—		Rights Agreement, dated as of October 31, 2005, between Hercules and American Stock Transfer & Trust Company, as rights agent (incorporated by reference to Exhibit 4.1 to the Form 8-K).
4.5		—		Amendment to Rights Agreement, dated as of February 1, 2008, between Hercules and American Stock Transfer & Trust Company, as rights agent.
*4.6		—		Certificate of Designation of Series A Junior Participating Preferred Stock (incorporated by reference to Exhibit 4.2 to the Form 8-K).
*10.1		—		Amended and Restated Hercules Offshore 2004 Long-Term Incentive Plan (incorporated by reference to Annex E to the Joint Proxy Statement/Prospectus included in Hercules’ Registration Statement on Form S-4 (Registration No. 333-142314)).
5		—		Opinion of Baker Botts L.L.P.
23.1		—		Consent of Grant Thornton LLP
23.2		—		Consent of Baker Botts L.L.P. (included in Exhibit 5)
24		—		Powers of Attorney (included on the signature page of this registration statement).

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 the City of Houston, State of Texas, on February 15, 2008.

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Randall D. Stilley, Lisa W. Rodriguez and James W. Noe, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in his or her name place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, 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 to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, 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 indicated on February 15, 2008.

Signature		Title
/S/ RANDALL D. STILLEY   Randall D. Stilley		Chief Executive Officer, President and Director (Principal Executive Officer)
/S/ LISA W. RODRIGUEZ   Lisa W. Rodriguez		Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
/S/ JOHN T. REYNOLDS   John T. Reynolds		Chairman of the Board
/S/ THOMAS N. AMONETT   Thomas N. Amonett		Director
/S/ SUZANNE V. BAER   Suzanne V. Baer		Director

Signature		Title
/S/ THOMAS R. BATES, JR.   Thomas R. Bates, Jr.		Director
/S/ THOMAS M. HAMILTON   Thomas M. Hamilton		Director
/S/ THOMAS J. MADONNA   Thomas J. Madonna		Director
/S/ F. GARDNER PARKER   F. Gardner Parker		Director
/S/ THIERRY PILENKO   Thierry Pilenko		Director
/S/ STEVEN A. WEBSTER   Steven A. Webster		Director