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As filed with the Securities and Exchange Commission on March 11, 2002
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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.)
4400 Post Oak Parkway, Suite 1170
Houston, Texas 77027
(Address of principal executive offices)
GULFMARK OFFSHORE, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
EDWARD A. GUTHRIE, JR.
Executive Vice President
GulfMark Offshore, Inc.
4400 Post Oak Parkway, Suite 1170
Houston, Texas 77027
(713) 963-9522
(Name, address and telephone number of agent for service)
Copy to:
Strasburger & Price, L.L.P.
1301 McKinney, Suite 3200
Houston, Texas 77010
(713) 651-5600
Attn: W. Garney Griggs, Esq.
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum Amount of
Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered (1) Per Share (2) Offering Price (2) Fee
----------------------- -------------- -------------- ------------------ ------------
Common Stock, par value
$0.01 per share 200,000 shares $38.00 $7,600,000 $699
(1) Represents the maximum aggregate number of shares of common stock that
can be purchased by employees under the employee stock purchase plan
described herein.
(2) Estimated solely for purposes of computing the amount of the registration
fee in accordance with Rule 457(h) under the Securities Act of 1933,
as amended, based on the average of the high and low prices for our
common stock on the Nasdaq National Market on March 8, 2002.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
We incorporate herein by reference the following documents filed
with the Securities and Exchange Commission:
(a) Description of our common stock, par value $0.01 per share,
contained in our registration statement on Form 8-A, filed
July 18, 1997;
(b) Annual Report on Form 10-K of the Registrant for the fiscal
year ended December 31, 2001, filed March 8, 2002.
(c) All documents subsequently filed by with the SEC pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 prior to the filing of a post-effective
amendment which indicates that all securities offered hereby
have been sold or which deregisters all such securities then
remaining unsold.
Statement in subsequently filed incorporated documents or in any
accompanying prospectus supplement will modify and supersede the
statement 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
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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 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
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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.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
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4.1 Certificate of Incorporation of GulfMark (incorporated by
reference to Exhibit 3.1 to our registration statement on Form
S-4, No. 333-24141).
4.2 Certificate of Amendment to Certificate of Incorporation of
GulfMark (incorporated by reference to Exhibit 3.2 our
registration statement on Form S-4, No. 333-24141).
4.3 Bylaws of GulfMark (incorporated by reference to Exhibit 3.3 to
our registration statement on Form S-4, No. 333-24141).
*4.4.3 GulfMark Offshore, Inc. Employee Stock Purchase Plan.
*5.1 Opinion of Strasburger & Price, L.L.P.
*23.1 Consent of Ernst & Young L.L.P.
*23.2 Consent of Arthur Andersen, L.L.P.
23.3 Consent of Strasburger & Price, L.L.P. (contained in opinion
filed as Exhibit 5.1).
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*Filed herewith
Item 9. Undertakings.
(a) GulfMark 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;
(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
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
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; and
(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 (a)(1)(i) and
(a)(1)(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 with or furnished to the
Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
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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) GulfMark hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of its
annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (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 our directors,
officers and controlling persons pursuant to the foregoing
provisions, or otherwise, GulfMark has been advised that in the
opinion of the Commission such indemnification is against public
policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by GulfMark of
expenses incurred or paid by a director, officer or controlling
person of GulfMark 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, GulfMark 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 Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, GulfMark 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 8, 2002.
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GULFMARK OFFSHORE, INC.
By: /s/ Edward A. Guthrie
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Executive Vice President, Finance
(Principal Financial Officer)
Pursuant to the requirements of the Securities Act of 1933,
as amended, this registration statement 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 11, 2002
(Principal Executive Officer)
/s/ Edward A. Guthrie
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Edward A. Guthrie, Jr. Executive Vice President, Finance March 11, 2002
(Principal Financial Officer)
Secretary, Treasurer
/s/ Kevin D. Mitchell
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Kevin D. Mitchell Controller March 11, 2002
(Principal Accounting Officer)
Assistant Secretary
/s/ David J. Butters
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David J. Butters Director March 11, 2002
/s/ Norman G. Cohen
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Norman G. Cohen Director March 11, 2002
/s/ Marshall A. Crowe
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Marshall A. Crowe Director March 11, 2002
/s/ Louis S. Gimbel, 3rd
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Louis S. Gimbel, 3rd Director March 11, 2002
/s/ Sheldon S. Gordon
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Sheldon S. Gordon Director March 11, 2002
/s/ Robert B. Millard
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Robert B. Millard Director March 11, 2002
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INDEX TO EXHIBITS
Exhibit No. Description
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4.1 Certificate of Incorporation of GulfMark (incorporated by
reference to Exhibit 3.1 to our registration statement on Form S-
4, No. 333-24141).
4.2 Certificate of Amendment to Certificate of Incorporation of
GulfMark (incorporated by reference to Exhibit 3.2 our
registration statement on Form S-4, No. 333-24141).
4.3 Bylaws of GulfMark (incorporated by reference to Exhibit 3.3 to
our registration statement on Form S-4, No. 333-24141).
*4.4.3 GulfMark Offshore, Inc. Employee Stock Purchase Plan.
*5.1 Opinion of Strasburger & Price, L.L.P.
*23.1 Consent of Ernst & Young L.L.P.
*23.2 Consent of Arthur Andersen, L.L.P.
23.3 Consent of Strasburger & Price, L.L.P. (contained in opinion
filed as Exhibit 5.1).
*Filed herewith
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