As filed with the Securities and Exchange Commission on July 15, 2005
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SEACOR HOLDINGS INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 13-3542736
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
11200 Richmond Avenue, Suite 400
Houston, Texas 77082
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
Seabulk International, Inc. Amended and Restated Equity Ownership Plan
Seabulk International, Inc. Stock Option Plan for Directors
(Full Title of Plans)
Randall Blank
Chief Financial Officer,
Executive Vice President and Secretary
SEACOR Holdings Inc.
460 Park Avenue, 12th Floor
New York, New York 10022
(212) 307-6633
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
David E. Zeltner, Esq.
Dennis Barsky, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered(1) Offering Price Per Aggregate Offering Registration Fee
Share(2) Price(2)
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Common Stock, par value $.01 per share 394,446 $64.99 $25,635,046 $3,017.24
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(1) Plus such indeterminate number of shares of Common Stock of the Registrant
as may be issued to prevent dilution resulting from stock dividends, stock
splits or similar transactions in accordance with Rule 416 under the
Securities Act of 1933.
(2) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933,
based upon the average of the high and low sales prices of the common stock
as reported on the New York Stock Exchange Composite Tape on July 12, 2005.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
We will send or provide to plan participants, as specified by
Rule 428(b)(1) under the Securities Act of 1933, as amended, the documents
containing the information required by Part I of Form S-8. Those documents are
not required to be filed, and we have not filed those documents, with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. Those documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II of this Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
We will provide without charge, upon written or oral request,
any of the documents incorporated by reference in Item 3 of Part II of this
Registration Statement (which documents are incorporated by reference in this
Section 10(a) Prospectus). We will also provide, without charge, upon written or
oral request, other documents required to be delivered to eligible employees
pursuant to Rule 428(b) or additional information about the Seabulk
International, Inc. Amended and Restated Equity Ownership Plan and the Seabulk
International, Inc. Stock Option Plan for Directors and the Plans'
administrators. If you would like any of those documents or information, please
contact:
SEACOR Holdings Inc.
INVESTOR RELATIONST
460 Park Avenue, 12th Floor
New York, NY 10022
(212) 307-6633
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission by the
Registrant (File No. 1-12289) are incorporated herein by reference:
(i) the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 2004;
(ii) the amendment to the Registrant's Annual Report for the
fiscal year ended December 31, 2004 filed on Form 10-K/A with the Commission on
April 13, 2005;
(iii) the Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2005;
(iv) the Registrant's Current Reports on Form 8-K filed with the
Commission on January 5, February 8, March 3, March 14, March 17, March 25,
April 22, May 6, May 9, May 9, June 2, June 16, June 27, and July 1, 2005; and
(v) the description of the Registrant's Common Stock contained
in the Registrant's Registration Statements on Form 8-A filed with the
Commission, pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), on November 30, 1992 and October 9, 1996,
including any amendment or report filed for the purposes of updating such
description.
All documents subsequently filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Unless expressly incorporated into this
Registration Statement, a report (or portion thereof) furnished on Form 8-K
shall not be incorporated by reference into this Registration Statement. Any
statement contained herein or in a 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 supercedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement. Copies of these documents are not required to be filed with this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As more fully described below, Section 145 of the General
Corporation Law of the State of Delaware (the "DGCL") permits Delaware
corporations to indemnify each of their present and former directors or officers
under certain circumstances, provided that such persons acted in good faith and
in a manner which they reasonably believed to be in, or not opposed to, the best
interests of the corporation. Article III of our Amended and Restated Bylaws
provides that we will indemnify, to the fullest extent permitted by Section 145
of the DGCL, as the same may be amended from time to time, all persons whom we
may indemnify pursuant thereto and in the manner prescribed thereby.
Specifically, Section 145 of the DGCL provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding if the person acted in good
faith and in a manner the person 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 the person's conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which the person 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 reasonable cause to believe that the person's
conduct was unlawful.
Section 145 of the DGCL also provides that a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
Any such indemnification (unless ordered by a court) shall be
made by the corporation only as authorized in the specific case upon a
determination that indemnification of the present or former director, officer,
employee or agent is proper in the circumstances because the person has met the
applicable standard of conduct set forth above.
Section 145 of the DGCL permits a Delaware corporation to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of such person's status as such, whether or
not the corporation would have the power to indemnify such person against such
liability.
Section 102(b) of the DGCL enables a Delaware corporation to
include a provision in its certificate of incorporation eliminating or limiting
the personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director. Our certificate of
incorporation contains provisions that limit the personal liability of each of
our directors to us and our stockholders for monetary damages for breach of
fiduciary duty as a director. These provisions eliminate personal liability to
the fullest extent permitted by the DGCL.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None.
ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation of SEACOR SMIT Inc.
(incorporated herein by reference to Exhibit 3.1(a) to the
Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1997 and filed with the Commission on
August 14, 1997).
4.2 Certificate of Amendment to the Restated Certificate of
Incorporation of SEACOR SMIT Inc. (incorporated herein by
reference to Exhibit 3.1(b) to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30,
1997 and filed with the Commission on August 14, 1997).
4.3 Amended and Restated By-laws of SEACOR Holdings Inc.
(incorporated herein by reference to Exhibit 4.2 to the
Company's Registration Statement on Form S-8 (No. 333-12637)
of SEACOR Holdings, Inc. filed with the Commission on
September 25, 1996).
4.4 Certificate of Amendment to the Restated Certificate of
Incorporation of SEACOR Holdings Inc.*
5 Opinion of Weil, Gotshal & Manges LLP.*
23(a) Consent of Ernst & Young LLP.*
23(b) Consent of Weil, Gotshal & Manges LLP (included in the
opinion filed as Exhibit 5 to this registration statement).*
24 Power of Attorney (included as part of the signature page to
this Registration Statement and incorporated herein by
reference).*
99.1 Seabulk International, Inc. Amended and Restated Equity
Ownership Plan.*
99.1 Seabulk International, Inc. Stock Option Plan for
Directors.*
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* Filed herewith.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant 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;
(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 the volume of securities offered (if the total
dollar value of securities offered 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 20 percent 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 paragraph (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
the foregoing paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
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 undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act 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
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant 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 Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant 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
Registrant 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.
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 New York, State of New York, on this 15th day of July,
2005.
SEACOR HOLDINGS INC.
By: /s/ RANDALL BLANK
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Randall Blank
Executive Vice President and Chief
Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Charles Fabrikant, Randall Blank and Dick
Fagerstal, or any of them, each acting alone, his true and lawful
attorney-in-fact and agent, with full powers of substitution and resubstitution,
for such person and in his name, place and stead, in any and all capacities, in
connection with the Registrant's Registration Statement on Form S-8 under the
Securities Act of 1933, including to sign the Registration Statement and any and
all amendments to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and any applicable securities exchange or
securities self-regulatory body, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, 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 his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities on July 15, 2005.
Signatures Title
---------- -----
/s/ CHARLES FABRIKANT Chairman of the Board of Directors,
------------------------------- President and Chief Executive Officer
Charles Fabrikant (Principal Executive Officer)
/s/ RANDALL BLANK Executive Vice President, Chief Financial
------------------------------- Officer and Secretary (Principal Financial
Randall Blank Officer )
/s/ LENNY P. DANTIN Vice President and Chief Accounting Officer
------------------------------- (Principal Accounting Officer)
Lenny P. Dantin
/s/ JAMES A.C. COWDEROY Director
-------------------------------
James A.C. Cowderoy
/s/ PIERRE DE DEMANDOLX Director
-------------------------------
Pierre de Demandolx
/s/ RICHARD M. FAIRBANKS III Director
-------------------------------
Richard M. Fairbanks III
/s/ MICHAEL E. GELLERT Director
-------------------------------
Michael E. Gellert
/s/ JOHN C. HADJIPATERAS Director
-------------------------------
John C. Hadjipateras
/s/ OIVIND LORENTZEN Director
-------------------------------
Oivind Lorentzen
/s/ ANDREW R. MORSE Director
-------------------------------
Andrew R. Morse
/s/ STEPHEN STAMAS Director
-------------------------------
Stephen Stamas
/s/ STEVEN J. WISCH Director
-------------------------------
Steven J. Wisch
EXHIBIT INDEX
Exhibit No. Description
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4.1 Restated Certificate of Incorporation of SEACOR SMIT Inc.
(incorporated herein by reference to Exhibit 3.1(a) to the
Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1997 and filed with the Commission on
August 14, 1997).
4.2 Certificate of Amendment to the Restated Certificate of
Incorporation of SEACOR SMIT Inc. (incorporated herein by
reference to Exhibit 3.1(b) to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30,
1997 and filed with the Commission on August 14, 1997).
4.3 Amended and Restated By-laws of SEACOR Holdings Inc.
(incorporated herein by reference to Exhibit 4.2 to the
Company's Registration Statement on Form S-8 (No. 333-12637)
of SEACOR Holdings, Inc. filed with the Commission on
September 25, 1996).
4.4 Certificate of Amendment to the Restated Certificate of
Incorporation of SEACOR Holdings Inc.*
5 Opinion of Weil, Gotshal & Manges LLP.*
23(a) Consent of Ernst & Young LLP.*
23(b) Consent of Weil, Gotshal & Manges LLP (included in the
opinion filed as Exhibit 5 to this registration statement).*
24 Power of Attorney (included as part of the signature page to
this Registration Statement and incorporated herein by
reference).*
99.1 Seabulk International, Inc. Amended and Restated Equity
Ownership Plan.*
99.1 Seabulk International, Inc. Stock Option Plan for Directors.*
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*Filed herewith.