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SECURITIES AND EXCHANGE COMMISSION

Registration of securities [Section 12(b)]

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UNITED STATES

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

HERCULES OFFSHORE, INC.

(Exact name of registrant as specified in its charter)

Securities to be registered pursuant to Section 12(b) of the Act:

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ¨

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨

Securities Act registration statement or Regulation A offering statement file number to which this form relates: [N/A]

Securities to be registered pursuant to Section 12(g) of the Act:

None

(title of class)

Item 1. Description of Registrants Securities to be Registered.

As previously reported, on August 13, 2015, Hercules Offshore, Inc. (the Company) and certain of its subsidiaries (together with the Company, the Debtors) filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware (the Court), Case No. 15-11685. On September 24, 2015, the Court confirmed the Joint Prepackaged Plan of Reorganization of the Debtors (the Plan). The Plan becomes effective on November 6, 2015 (the Effective Date). Capitalized terms not defined herein shall have the meanings ascribed to them in the Plan.

This registration statement registers under Section 12(b) of the Securities Exchange Act of 1934, as amended, a new class of common stock, par value $0.01 per share, of the Company initially issued pursuant to the Plan upon its effectiveness (the Common Stock). All previously issued and outstanding shares of the Companys common stock and all other previously issued and outstanding Equity Interests in the Debtors will be cancelled on the Effective Date.

General. The Company has authority to issue 139,650,000 shares of Common Stock. In addition, the Company has authority to issue 350,000 shares of preferred stock which will have such rights, powers and preferences as the board of directors of the Company (the Board of Directors) shall determine.

Dividend Rights. Subject to applicable law and the rights, powers and preferences of any Preferred Stock (to the extent such stock is...


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