Registration No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HALTER MARINE GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2656828
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
13085 Industrial Seaway Road, Gulfport, Mississippi 39503
(Address of principal executive offices, including zip code)
HALTER MARINE GROUP, INC. AMENDED AND RESTATED
1996 STOCK OPTION AND INCENTIVE PLAN
(Full Title of Plan)
John Dane, III
Chairman, President and Chief Executive Officer
Halter Marine Group, Inc.
13085 Industrial Seaway Road
Gulfport, Mississippi 39503
(601)896-0029
(Name, address and telephone number of Agent for Service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registra-
Registered Registered Share(1) Price(1) tion Fee
Common Stock, 2,400,000
$0.01 par Shares $40.66 $97,584,000 $29,570.91
value.
Preferred
Share
Purchase
Rights(2)
(1) Estimated solely for the purposes of calculating the
registration fee, based on the average of the high and low prices as
reported on the American Stock Exchange on September 15, 1997.
(2) The Rights to purchase Series A Junior Participating
Preferred Stock will be attached to and will trade with shares of the
Common Stock of the Company.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Not required to be filed with the Securities and Exchange
Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference herein:
(a) The Annual Report on Form 10-K of Halter Marine Group,
Inc. (the "Corporation") filed with the Securities and
Exchange Commission for the fiscal year ended March 31,
1997;
(b) The Corporation's Quarterly Report on Form 10-Q filed
with the Securites and Exchange Commission for the
quarter ended June 30, 1997.
(c) The Corporation's Current Reports on Form 8-K filed with
the Securites and Exchange Commission dated April 4,
1997, as amended, July 24, 1997, August 26, 1997,
September 10, 1997 and September 15, 1997.
(d) The description of Series A Junior Participating
Preferred Stock (including a description of the Company's
Common Stock) contained in Amendment No. 3 to
Registration Statement on Form S-1, (Registration No.
333-6967) filed by the Corporation with the Securities
and Exchange Commission on September 23, 1996.
All documents subsequently filed by the Corporation 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, shall be deemed
to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents.
Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for
purposes hereof to the extent that a statement contained herein (or
in any other subsequently filed document which also is incorporated
by reference herein) modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.
2
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Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the offered shares will be passed upon by
Joseph J. French, Esquire of Joe French & Associates, P.C. Mr.
French is a shareholder of the Corporation.
Item 6. Indemnification of Directors and Officers.
Pursuant to Section 102 of the General Corporation Law of
Delaware, the Corporation has adopted a provision in its Restated
Certificate of Incorporation eliminating the personal liability of
its directors for monetary damages to the Corporation and its
stockholders for any breach of their fiduciary duties as directors
of the Corporation, except for their liability due to (1) breach of
loyalty to the Corporation, (2) acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of
law, (3) any transaction from which the director derived an
improper personal benefit or (4) any payment of unlawful dividends
or an unlawful stock repurchase or redemption.
Section 145 of the Delaware General Corporation Law permits a
Delaware corporation to indemnify any person who is or was a party
to any actual or threatened legal action, whether criminal, civil,
administrative or investigative because of his or her service as an
officer, director or agent of the corporation against expenses,
judgments, fines and settlement payments reasonably and actually
incurred by him or her in connection with such proceeding, if he
acted in good faith and in a manner he or she 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 was unlawful, except that, with respect
to any legal action by or in the right of the corporation itself,
an officer, director or agent of the corporation only is entitled
to indemnification for expenses actually and reasonably incurred.
Section 6.1 of the Corporation's Bylaws provides that the
Corporation shall indemnify its officers, directors, employees, and
agents (and their heirs and legal representatives) to the full
extent permitted by Delaware law.
Insurance is maintained for each director and officer of the
Corporation covering certain losses he may incur which arise by
reason of his being a director or officer of the Corporation or a
subsidiary corporation, partnership, joint venture, trust or other
enterprise.
3
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibits are listed in the Exhibit Index immediately
preceding the Exhibits.
Item 9. Undertakings.
(a) The undersigned Corporation 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;
(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) do not apply if the registration
statement is on Form S-3 or Form S-8 and the
information required to be included in a post-
effective amendment by those paragraphs is
contained in periodic reports filed 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 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.
4
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(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
of 1933, each filing of the Registrant's 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 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 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 Act and will be
governed by the final adjudication of such issue.
5
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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
Gulfport, State of Mississippi, on September 18, 1997.
Halter Marine Group, Inc.
By: /s/ John Dane, III
John Dane, III
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities indicated on September 18, 1997.
SIGNATURE TITLE
/s/ John Dane, III Chairman of the Board, President
(John Dane, III) and Chief Executive Officer
(Principal Executive Officer)
/s/ Keith L. Voigts Sr. Vice President of Finance and
(Keith L. Voigts) Chief Financial Officer
(Principal Accounting and
Financial Officer)
Angus R. Cooper, II* Burt H. Keenan*
(Angus R. Cooper, II) (Burt H. Keenan)
Director Director
Kenneth W. Lewis* Daniel J. Mortimer*
(Kenneth W. Lewis) (Daniel J. Mortimer)
Director Director
Rick S. Rees*
(Rick S. Rees)
Director
*BY: /s/ John Dane, III
John Dane, III
(Attorney-In-Fact)
6
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INDEX TO EXHIBITS
Exhibit Incorporated by Description Sequentially
No. Reference Numbered Page
5 Filed herewith. Opinion of Joe French 8
& Associates, P.C., as
to the legality of the
securities being
registered.
23.1 Filed herewith. Consent of Joe French 10
& Associates, P.C. is
contained in the
opinion filed as
Exhibit 5 hereto.
23.2 Filed herewith. Consent of Ernst & 12
Young.
24 Filed herewith. Powers of Attorney. 14
7
EXHIBIT 5
to
REGISTRATION STATEMENT
on
FORM S-8
<PAGE>
LAW OFFICES OF
JOE FRENCH & ASSOCIATES, P.C.
8333 DOUGLAS, SUITE 530
DALLAS, TEXAS 75225
Joseph J. French, Jr. TEL (214) 363-9800
FAX (214) 363-9855
September 18, 1997
The Board of Directors
Halter Marine Group, Inc.
13085 Industrial Seaway Road
Gulfport, MS 39503
Re: S-8 Registration Statement for the Halter Marine Group, Inc.
Amended and Restated 1996 Stock Option and Incentive Plan
Gentlemen:
This opinion is furnished in connection with the proposed filing
with the Securities and Exchange Commission of a Registration
Statement on Form S-8 under the Securities Act of 1933, as amended,
in connection with the offering of 2,400,000 shares of Halter
Marine Group, Inc. (the "Corporation"), Common Stock, par value
$0.01 per share (the "Shares") to be issued under the Halter Marine
Group, Inc. Amended and Restated 1996 Stock Option and Incentive
Plan (the "Plan").
I have acted as counsel to the Corporation in connection with
certain matters relating to the Plan. I am familiar with the
corporate proceedings relating thereto and have examined such
documents and considered such matters of law as I have deemed
necessary in giving this opinion.
It is my opinion that all Shares to be offered and sold pursuant to
the Plan that will be original issue Shares have been duly
authorized, and, upon issuance in accordance with the terms of the
Plan, will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an Exhibit to the
aforementioned Registration Statement.
Very truly yours,
JOE FRENCH & ASSOCIATES, P.C.
By: /s/ J. J. French, Jr.
J. J. French, Jr.
EXHIBIT 23.1
to
REGISTRATION STATEMENT
on
FORM S-8
<PAGE>
[The Consent of
Joe French & Associates, P.C.
is contained in the opinion
filed as Exhibit 5 hereto.]
EXHIBIT 23.2
to
REGISTRATION STATEMENT
on
FORM S-8
<PAGE>
Consent of Independent Auditors
We consent to the incorporation by reference in this Registration
Statement (Form S-8) pertaining to the 1996 Stock Option and
Incentive Plan of Halter Marine Group, Inc. of our report dated May
8, 1997 (except for Note 15, as to which the date is May 16, 1997)
with respect to the consolidated financial statements of Halter
Marine Group, Inc. included in its Annual Report (Form 10-K) for
the year ended March 31, 1997, filed with the Securities and
Exchange Commission.
/s/ERNST & YOUNG LLP
New Orleans, Louisiana
September 15, 1997
EXHIBIT 24
to
REGISTRATION STATEMENT
on
FORM S-8
<PAGE>
POWER OF ATTORNEY
The undersigned, ANGUS R. COOPER, II constitutes and appoints
JOHN DANE, III, and KEITH L. VOIGTS, and each of them, as his true
and lawful attorneys-in-fact and agents, each with the power of
substitution and resubstitution, for him in any and all capacities,
to sign a Registration Statement under the Securities Act of 1933,
as amended, with respect to the offer and sale of securities
pursuant to the terms of the Halter Marine Group, Inc. Amended and
Restated 1996 Stock Option and Incentive Plan as approved on the
date hereof, and as it may be amended from time to time (the
"Plan"), and any related notices, consents to service or other
documents or instruments, including all amendments thereto, and to
file the same, and all other documents in connection therewith,
with the Securities and Exchange Commission, and with any
regulatory authority of any State that is responsible for the
regulation of the offer and sale of securities, granting unto said
attorneys-in-fact and agents, and each of them, full power 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 the undersigned might or could do in person, hereby
ratifying and confirming that which each of said attorneys-in-fact
and agents, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
/s/ Angus R. Cooper, II
Angus R. Cooper, II
Date: August 28 , 1997
<PAGE>
POWER OF ATTORNEY
The undersigned, BURT H. KEENAN constitutes and appoints JOHN
DANE, III, and KEITH L. VOIGTS, and each of them, as his true and
lawful attorneys-in-fact and agents, each with the power of
substitution and resubstitution, for him in any and all capacities,
to sign a Registration Statement under the Securities Act of 1933,
as amended, with respect to the offer and sale of securities
pursuant to the terms of the Halter Marine Group, Inc. Amended and
Restated 1996 Stock Option and Incentive Plan as approved on the
date hereof, and as it may be amended from time to time (the
"Plan"), and any related notices, consents to service or other
documents or instruments, including all amendments thereto, and to
file the same, and all other documents in connection therewith,
with the Securities and Exchange Commission, and with any
regulatory authority of any State that is responsible for the
regulation of the offer and sale of securities, granting unto said
attorneys-in-fact and agents, and each of them, full power 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 the undersigned might or could do in person, hereby
ratifying and confirming that which each of said attorneys-in-fact
and agents, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
/s/ Burt H. Keenan
Burt H. Keenan
Date: August 4 , 1997
<PAGE>
POWER OF ATTORNEY
The undersigned, KENNETH W. LEWIS constitutes and appoints
JOHN DANE, III, and KEITH L. VOIGTS, and each of them, as his true
and lawful attorneys-in-fact and agents, each with the power of
substitution and resubstitution, for him in any and all capacities,
to sign a Registration Statement under the Securities Act of 1933,
as amended, with respect to the offer and sale of securities
pursuant to the terms of the Halter Marine Group, Inc. Amended and
Restated 1996 Stock Option and Incentive Plan as approved on the
date hereof, and as it may be amended from time to time (the
"Plan"), and any related notices, consents to service or other
documents or instruments, including all amendments thereto, and to
file the same, and all other documents in connection therewith,
with the Securities and Exchange Commission, and with any
regulatory authority of any State that is responsible for the
regulation of the offer and sale of securities, granting unto said
attorneys-in-fact and agents, and each of them, full power 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 the undersigned might or could do in person, hereby
ratifying and confirming that which each of said attorneys-in-fact
and agents, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
/s/ K. W. Lewis
Kenneth W. Lewis
Date: September 11 , 1997
<PAGE>
POWER OF ATTORNEY
The undersigned, DANIEL J. MORTIMER constitutes and appoints
JOHN DANE, III, and KEITH L. VOIGTS, and each of them, as his true
and lawful attorneys-in-fact and agents, each with the power of
substitution and resubstitution, for him in any and all capacities,
to sign a Registration Statement under the Securities Act of 1933,
as amended, with respect to the offer and sale of securities
pursuant to the terms of the Halter Marine Group, Inc. Amended and
Restated 1996 Stock Option and Incentive Plan as approved on the
date hereof, and as it may be amended from time to time (the
"Plan"), and any related notices, consents to service or other
documents or instruments, including all amendments thereto, and to
file the same, and all other documents in connection therewith,
with the Securities and Exchange Commission, and with any
regulatory authority of any State that is responsible for the
regulation of the offer and sale of securities, granting unto said
attorneys-in-fact and agents, and each of them, full power 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 the undersigned might or could do in person, hereby
ratifying and confirming that which each of said attorneys-in-fact
and agents, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
/s/ Daniel J. Mortimer
Daniel J. Mortimer
Date: August 5 , 1997
<PAGE>
POWER OF ATTORNEY
The undersigned, RICK S. REES constitutes and appoints JOHN
DANE, III, and KEITH L. VOIGTS, and each of them, as his true and
lawful attorneys-in-fact and agents, each with the power of
substitution and resubstitution, for him in any and all capacities,
to sign a Registration Statement under the Securities Act of 1933,
as amended, with respect to the offer and sale of securities
pursuant to the terms of the Halter Marine Group, Inc. Amended and
Restated 1996 Stock Option and Incentive Plan as approved on the
date hereof, and as it may be amended from time to time (the
"Plan"), and any related notices, consents to service or other
documents or instruments, including all amendments thereto, and to
file the same, and all other documents in connection therewith,
with the Securities and Exchange Commission, and with any
regulatory authority of any State that is responsible for the
regulation of the offer and sale of securities, granting unto said
attorneys-in-fact and agents, and each of them, full power 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 the undersigned might or could do in person, hereby
ratifying and confirming that which each of said attorneys-in-fact
and agents, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
/s/ Rick S. Rees
Rick S. Rees
Date: September 17 , 1997
