As filed with the Securities and Exchange Commission on March 20, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GULFMARK OFFSHORE, INC.
(Exact Name of Registrant as specified in its charter)
Delaware 76-0526032
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5 Post Oak Park
4400 Post Oak Parkway, Suite 1170
Houston, Texas 77027
(Address of principal executive offices)
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GULFMARK OFFSHORE, INC. 1997 INCENTIVE EQUITY PLAN
(Full Title of the Plan)
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EDWARD A. GUTHRIE, JR.
Executive Vice President
GulfMark Offshore, Inc.
5 Post Oak Park
4400 Post Oak Parkway, Suite 1170
Houston, Texas 77027
(713) 963-9522
(Name, address and telephone number of agent for service)
Copy to:
W. GARNEY GRIGGS, Esq.
Griggs & Harrison, P.C.
1301 McKinney, Suite 3200
Houston, Texas 77010
(713) 651-0600
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount to Offering Price Aggregate Amount of
to be Registered be Registered Per Share (1) Offering Price (1) Registration Fee
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Common Stock, par value
$0.01 per share 350,000 shares $31.75 $11,112,500 $2,778
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and 457(h), based on the average of the high
and low prices of the Company's Common Stock on March 16, 2001, as
reported on the NASDAQ National Market System.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
We incorporate herein by reference the following documents filed with the
Securities and Exchange Commission:
(1) Annual report on Form 10-K for the year ended December 31, 2000
filed March 19, 2001), and
(2) All documents subsequently filed by us with the SEC pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, and
(3) The description of our common stock, par value $0.01 per share,
contained in our registration statement on Form 8-A, filed April
29, 1997.
Statements in subsequently filed incorporated documents or in any
accompanying prospectus supplement will modify and supersede the statements
contained in this registration statement and become a part hereof from the
date of the filing of those documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
General
Our certificate of incorporation provides that we must indemnify our
directors, officers and certain other individuals to the full extent permitted
by the Delaware General Corporation Law or other applicable laws. We are
permitted to enter into agreements with any such person to provide
indemnification greater or different than that provided in our certificate of
incorporation or Delaware law.
Our certificate of incorporation limits the personal liability of our
directors to us or our shareholders to the full extent permitted by Delaware
law, which currently permits directors to be protected from monetary damages
for breach of their fiduciary duty of care. This limitation has no effect on
claims arising under the federal securities laws.
Indemnification and Insurance
Delaware corporations may indemnify their directors and officers, as well
as other employees and individuals, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement in connection with
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specified actions, suits or proceedings, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the corporation such as a derivative action) if the individuals acted in good
faith and in a manner they reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was unlawful. A
similar standard of care applies to actions by or in the right of the
corporation, except that indemnification extends only to expenses (including
attorneys' fees) incurred in connection with defense or settlement of such an
action, and Delaware law requires court approval before any indemnification
where the person seeking indemnification has been found liable to the
corporation.
Our certificate of incorporation provides that we shall indemnify, to the
full extent permitted by Delaware law or any other applicable law, each of our
current and former directors, officers, employees and certain agents, and each
person who, at the request of the board of directors or an officer, serves or
served as a director, officer, employee or agent of another corporation,
partnership, joint venture or other enterprise. Significant payments by us in
settlement of a claim or in satisfaction of a judgment against any of our
officers, directors or other indemnified individuals, as required by these
provisions and if permitted by Delaware law, could materially reduce our
assets.
We are not aware of any threatened litigation or proceeding which may
result in a claim for indemnification, and there is no pending litigation or
proceeding involving any of our directors or officers in which indemnification
would be required or permitted by our certificate of incorporation or Delaware
law.
Elimination of Liability in Certain Circumstances
Our certificate of incorporation protects our directors against monetary
damages for breach of the duty of care to the full extent permitted by
Delaware law. These provisions do not eliminate the directors' duty of care.
Under these provisions, neither we nor our shareholders may assert a claim for
money damages against a director for certain breaches of fiduciary duty,
including claims in connection with possible takeover proposals. In
appropriate circumstances, equitable remedies such as an injunction or other
forms of non-monetary relief are available under Delaware law. These
provisions also do not affect the directors' responsibilities under any other
laws, such as the federal securities laws and state and federal environmental
laws. These provisions apply to our officers only if they are directors and
are acting in their capacity as directors, and do not apply to officers who
are not directors.
Directors will remain subject to liability for the following:
- breach of a director's duty of loyalty to us and our stockholders;
- acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law;
- transactions from which a director derives improper personal benefit;
and
- unlawful dividends or unlawful stock repurchases or redemptions.
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Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The exhibits to this registration statement are as follows:
Exhibit
Number Exhibit
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4.1 - Certificate of Incorporation of the Company (Incorporated by
reference to Exhibit 3.1 to the Company's Registration Statement
on Form S-4, No. 333-24141)
4.2 - Certificate of Amendment to Certificate of Incorporation of the
Company (Incorporated by reference to Exhibit 3.2 to the Company's
Registration on Form S-4, No. 333-24141)
4.3 - Bylaws of the Company (Incorporated by reference to Exhibit 3.3 to
the Company's Registration Statement on Form S-4, No. 333-24141)
4.4.1 - GulfMark Offshore, Inc., 1997 Incentive Equity Plan (Incorporated by
reference to Exhibit 10.16 to the annual report on Form 10-K, No.
000-22853)
*4.4.2 - Amendment No. 1 to the GulfMark Offshore, Inc., 1997 Incentive
Equity Plan
*5.1 - Opinion of Griggs & Harrison, P.C.
23.1 - Consent of Griggs & Harrison, P.C. (included in Exhibit 5.1)
*23.2 - Consent of Ernst & Young L.L.P.
*23.3 - Consent of Arthur Andersen, L.L.P.
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*Filed herewith
Item 9. Undertakings
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
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total dollar value of securities would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration
Statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the provisions described under Item 6
above, or otherwise, the Company has been advised that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Company will, unless, in the opinion of its counsel, the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, GulfMark
Offshore, Inc. 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 March
20, 2001.
GULFMARK OFFSHORE, INC.
By: /s/ Edward A. Guthrie
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Edward A. Guthrie, Jr.
Executive Vice President, Finance
(Principal Financial Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or Amendment has been signed by the following persons
in the capacities and on the dates indicated.
Signature Title Date
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/s/ Bruce A. Streeter
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Bruce A. Streeter President and Director March 20, 2001
(Principal Executive Officer)
/s/ Edward A. Guthrie
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Edward A. Guthrie, Jr. Executive Vice President, Finance March 20, 2001
(Principal Financial Officer)
Secretary, Treasurer
/s/ Kevin D. Mitchell
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Kevin D. Mitchell Controller March 20, 2001
(Principal Accounting Officer)
Assistant Secretary
/s/ David J. Butters
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David J. Butters Director March 20, 2001
/s/ Norman G. Cohen
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Norman G. Cohen Director March 20, 2001
/s/ Marhsall A. Crowe
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Marshall A. Crowe Director March 20, 2001
/s/ Louis S. Gimbel, 3rd
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Louis S. Gimbel, 3rd Director March 20, 2001
/s/ Sheldon S. Gordon
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Sheldon S. Gordon Director March 20, 2001
/s/ Robert B. Millard
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Robert B. Millard Director March 20, 2001
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EXHIBIT INDEX
Exhibit Sequentially
Number Exhibit Numbered Page
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4.1 - Certificate of Incorporation of the Company
Incorporated by reference to Exhibit 3.1 to
the Company's Registration Statement on Form
S-4, No. 333-24141) N/A
4.2 - Certificate of Amendment to Certificate of
Incorporation of the Company (Incorporated by
reference to Exhibit 3.2 to the Company's
Registration on Form S-4, No. 333-24141) N/A
4.3 - Bylaws of the Company (Incorporated by reference
to Exhibit 3.3 to the Company's Registration
Statement on Form S-4, No. 333-24141) N/A
4.4.1 - GulfMark Offshore, Inc., 1997 Incentive Equity
Plan (Incorporated by reference to Exhibit 10.16
to the annual report on Form 10-K, No. 000-22853) N/A
*4.4.2 - Amendment No. 1 to the GulfMark Offshore, Inc.,
1997 Incentive Equity Plan N/A
*5.1 - Opinion of Griggs & Harrison, P.C. N/A
23.1 - Consent of Griggs & Harrison, P.C. (included in
Exhibit 5.1) N/A
*23.2 - Consent of Ernst & Young L.L.P. N/A
*23.3 - Consent of Arthur Andersen, L.L.P. N/A
*Filed herewith
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