Item 3. Incorporation of Documents by Reference
Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, the following documents, which have been previously filed with the Commission, are incorporated by reference into this Registration Statement:
|
|
|
|
(1)
|
The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the Commission on March 4, 2016;
|
|
|
|
|
(2)
|
the portions of the Company's Definitive Proxy Statement on Schedule 14A, filed with the Commission on March 15, 2016 that are incorporated by reference into Part III of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015;
|
|
|
|
|
(3)
|
the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016, filed with the Commission on May 10, 2016;
|
|
|
|
|
(4)
|
the Company's Current Report on Form 8-K, filed with the Commission on May 9, 2016; and
|
|
|
|
|
(5)
|
the description of the Company's common shares contained in the Company's Form 8-A, filed with the Commission on June 2, 2008, including any amendment to that form that they Company may file in the future for the purpose of updating the description of the Company's common shares.
|
Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, all documents filed by the Company pursuant to SEctions 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that includes all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in, and to be a part of, this Registration Statement from the date of filing such documents.
Any statement contained in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 6. Indemnification of Directors and Officers
Section 124 of the
Business Corporations Act
(Alberta) provides that except in respect of an action by or on behalf of the Company to procure a judgment in the Company's favor, the Company may indemnify a director or officer of the Company, a former director or officer of the Company, or a person who acts or acted at the Company's request as a director or officer of another corporation of which the Company is or was a shareholder or creditor, and the director's or officer's heirs and legal representatives, referred herein as the indemnified persons, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the director or officer in respect of any civil, criminal or administrative action or proceeding to which the director or officer is made a party by reason of being or having been a director or officer of the company (Or such other corporation), if: (1) the director or officer acted honestly and in good faith with a view to the best interest of the Company, and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the director or officer had reasonable grounds for believing that the director's or officer's conduct was lawful.
The Company may also, under the
Business Corporation Act
(Alberta), with court approval, indemnify an indemnified person in respect of an action by or on behalf of the Company to procure a judgment in its favor, to which the person is made a party by reason of being or having been a director or an officer of the Company, against all costs, charges and expenses reasonably incurred by the person in connection with the action if the person fulfills the conditions set out in (a) and (b) above.
An indemnified person is entitled to indemnity from the Company in respect of all costs, charges and expenses reasonably occurred by the person in connection with the defense of any civil, criminal, or administrative action or proceeding to which th person is made a party by reason of being or having been a director or officer of the Company, if the person is seeking indemnity: (i) was substantially successful on the merits in the person's defense of the action or proceeding, (ii) fulfills conditions set out in (a) and (b) above and (iii) is fairly and reasonably entitled to indemnity. The Company is permitted under the
Business Corporations Act
(Alberta) to advance funds to a person in order to defray the costs, charges and expenses of such a proceeding, but if the person does not meet the conditions described in this paragraph, he or she shall repay the funds advanced.
Under the
Business Corporations Act
(Alberta) the Company may purchase and maintain insurance for the benefit of indemnified persons against any liability incurred by the person (i) in the person's capacity as a director or officer of the Company, except when the liability relates to the person's failure to act honestly and in good faith with a view to the best interests of the Company, or (ii) in the person's capacity as a director or officer of another body corporate if the person acts or acted in that capacity at the Company's request, except when the liability relates to the person's failure to act honestly and in good faith with a view to the best interests of the body corporate.
The Company or an indemnified person may apply to the Court for an order approving an indemnity and the Court may so order and make any further order it thinks fit. On an application, the Court may order notice to be given to any interested person and that person is entitled to appear and be heard in person or by counsel.
The Company's amended and restated by-laws provide that directors and officers will not be liable for loss or damage in execution of their duties unless such loss or damage is occasioned by willful negligence or default. To the fullest extent permitted by the
Business Corporation Act
(Alberta), directors and officers are indemnified against all costs, charges and expense to which the director or officer is made a party by reason of being or having been a director or officer of the Company. Directors and officers will only be indemnified if they acted honestly and in good faith with a view to the best interests of the Company, and, in the case of criminal or administrative action or proceeding that is enforced by a monetary penalty, the director or officer had reasonable grounds for believing that his or her conduct was lawful.
The Company has written indemnification agreements with its directors and officers. Under these agreements the Company indemnifies directors and officers from and against any expenses that were reasonably incurred, or that the director or officer is legally obligated to pay in connection with any civil, criminal or administrative action, suit or proceeding by reasons of actual or alleged error, or misstatement or misleading statement, or by reason of any action taken by the director or officer while acting in that capacity. Under the indemnification agreements the Company agrees to obtain comprehensive directors' and officers' insurance to cover its directors and officers for certain liabilities.
Under the Company's indemnification agreements, the Company is not liable to indemnify directors and officers under certain circumstances. For instance, if the director or officer is found liable for willful negligence or willful misconduct in the performance of his or her duties, or if the director or officer is found liable for having gained a personal profit or advantage to which he or she was not entitled, or for having committed acts of active and deliberate dishonesty which were material to the cause of action for which the director or officer seeks indemnification.
The Company has obtained directors' and officers' insurance to cover its directors and officers for certain liabilities.
Item 8. Exhibits
The following documents are filed as exhibits to this Registration Statement, including those exhibits incorporated herein by reference to a prior filing of the Registrant under the Securities Act or the Exchange Act as indicated in parentheses:
|
|
|
|
|
|
|
Exhibit
Number
|
|
Exhibit
|
|
4.1
|
|
Restated Articles of Amalgamation of Tesco Corporation, dated May 29, 2007 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on June 1, 2007)
|
|
4.2
|
|
Amended and Restated Bylaws of Tesco Corporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on March 11, 2014)
|
|
4.3
|
|
Form of Common Share Certificate for Tesco Corporation (incorporated by reference to Exhibit 4.1 of the Company’s Annual Report on Form 10-K filed on March 31, 2015)
|
|
5.1*
|
|
Opinion of Norton Rose Fulbright Canada LLP
|
|
23.1*
|
|
Consent of Ernst & Young LLP
|
|
23.2*
|
|
Consent of PricewaterhouseCoopers LLP
|
|
23.3*
|
|
Consent of Norton Rose Fulbright Canada LLP (included as part of Exhibit 5.1)
|
|
24.1*
|
|
Powers of Attorney (including on the signature pages of this Registration Statement)
|
|
99.1
|
|
Amended and Restated 2005 Tesco Corporation Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on May 22, 2007)
|
_____________
* Filed herewith.