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As filed with the Securities and Exchange Commission on September 19, 1997.
Registration No. 333-________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-1
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
UNIFAB INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Louisiana 3441 72-1382998
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
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5007 Port Road
New Iberia, Louisiana 70562
(318) 367-8291
(Address, including zip code, and telephone
number, including area code, of Registrant's
principal executive offices)
DAILEY J. BERARD
PRESIDENT AND CHIEF EXECUTIVE OFFICER
UNIFAB INTERNATIONAL, INC.
5007 PORT ROAD
NEW IBERIA, LOUISIANA 70562
(318) 367-8291
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
CARL C. HANEMANN THOMAS P. MASON
Jones, Walker, Waechter, Andrews & Kurth L.L.P.
Poitevent, Carrere & Denegre, L.L.P. 4200 Texas Commerce Tower
201 St. Charles Avenue 600 Travis, Suite 4200
New Orleans, LA 70170-5100 Houston, Texas 77002
(504) 582-8000 (713) 220-4200
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
[ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous
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basis pursuant to Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest reinvestment
plans, check the following box. [ ]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [x]
Registration No. 333-31609
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.[ ]
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CALCULATION OF REGISTRATION FEE
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Proposed
maximum Amount of
Title of each class of aggregate registration
securities to be registered offering fee
price(1)
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Common Stock, par value $0.01 per share $6,474,500 $1,962
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(1) Estimated solely for the purpose of calculating the registration fee.
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The contents of the Registration Statement on Form S-1, as amended
(Registration No. 333-31609), registering up to $51,796,000 of shares of common
stock, $0.01 par value, of UNIFAB International, Inc., are hereby incorporated
by reference herein. Filed as exhibits hereto are the following opinions and
consents.
1.1 Form of Underwriting Agreement (incorporated by reference to
Registrant's Registration Statement on Form S-1, as amended
(Registration No. 333-31609)
1.2 Certificate of Registrant as to payment of additional
registration filing
5.1 Opinion of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P.
23.1 Consent of Ernst & Young
23.2 Consent of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P. (included in Exhibit 5)
24.1 Power of Attorney (included in the Signature Page to this
Registration Statement)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement on Form S-1 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of New
Iberia, State of Louisiana, on September 18, 1997.
UNIFAB INTERNATIONAL, INC.
By: /s/ Dailey J. Berard
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Dailey J. Berard
President, Chief Executive Officer
and Chairman of the Board
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Dailey J. Berard and Peter J.
Roman, or either one of them, his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including
post-effective 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, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and ratifying and confirming all that said attorney-in-fact and agent
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 and on the dates indicated.
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SIGNATURE TITLE DATE
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/s/ Dailey J. Berard President, Chief Executive Officer and September 18, 1997
--------------------------------- Chairman of the Board (Principal Executive
Dailey J. Berard Officer)
/s/ Peter J. Roman Vice President and Chief Financial Officer September 18, 1997
--------------------------------- (Principal Financial and Accounting Officer)
Peter J. Roman
/s/ Charles E. Broussard Director September 18, 1997
---------------------------------
Charles E. Broussard
/s/ Perry Segura Director September 18, 1997
---------------------------------
Perry Segura
/s/ Richard E. Roberson, Jr. Director September 18, 1997
---------------------------------
Richard E. Roberson, Jr.
/s/ George C. Yax Director September 18, 1997
---------------------------------
George C. Yax
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
1.1 Form of Underwriting Agreement (incorporated by reference to
Registrant's Registration Statement on Form S-1, as amended
(Registration No. 333-31609)
1.2 Certificate of Registrant as to payment of additional
registration filing
5.1 Opinion of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P.
23.1 Consent of Ernst & Young
23.2 Consent of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P. (included in Exhibit 5)
24.1 Power of Attorney (included in the Signature Page to this
Registration Statement)
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EXHIBIT 1.2
UNIFAB INTERNATIONAL, INC.
September 18, 1997
Securities and Exchange Commission
450 5th Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
RE: UNIFAB International, Inc. - Registration Statement on Form
S-1 Our File No. 13512/69670-00
Ladies and Gentlemen:
In connection with the filing by UNIFAB International, Inc. (the "Company") of
a Registration Statement on Form S-1 pursuant to Rule 462(b) (the "Registration
Statement") to increase the size of the offering of its common stock, $0.01 par
value, registered on Form S-1 (Registration No. 333-31609), the Company hereby
certifies that the Company:
1. Has instructed its bank to transmit to the Commission the
filing fee of $1,962 related to the Registration Statement by
wire transfer to the Commission account (no. 910839) at Mellon
Bank in Pittsburgh, PA as soon as practicable but no later
than the close of business on September 19, 1997;
2. Will not revoke the instructions referred to in item 1 above;
3. Has sufficient funds in its bank account to cover the amount
of such filing fee; and
4. Will confirm receipt of instructions by the bank on September
19, 1997.
Very truly yours,
/s/ LYNETTE CLEMENT
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EXHIBIT 5.1
JONES, WALKER,
WAECHTER, POITEVENT,
CARRERE & DENEGRE, L.L.P.
September 18, 1997
UNIFAB International, Inc.
5007 Port Road
New Iberia, Louisiana 70562
Gentlemen:
We have acted as your counsel in connection with the preparation of a
registration statement on Form S-1 (the "Registration Statement") filed by you
with the Securities and Exchange Commission on the date hereof pursuant to Rule
462(b), of up to $6,474,500 of shares of Common Stock, $0.01 par value per
share (the "Shares") of the Company. In so acting, we have examined original,
or photostatic or certified copies of such records of the Company, certificates
of officers of the Company and of public officials, and such other documents as
we have deemed relevant. In such examination, we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to
us as certified or photostatic copies and the authenticity of the originals of
such documents.
Based upon the foregoing, we are of the opinion that the Shares, when
issued and sold upon the terms described in the Registration Statement, will be
legally issued and outstanding, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to us under the caption "Legal
Matters." In giving this consent, we do not admit that we are within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the general rules and regulations of the Commission
promulgated thereunder.
Very truly yours,
/s/ JONES, WALKER, WAECHTER, POITEVENT
CARRERE & DENEGRE, L.L.P.
JONES, WALKER, WAECHTER, POITEVENT
CARRERE & DENEGRE, L.L.P.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
(Form S-1) of UNIFAB International, Inc. dated September 19, 1997 of the
references to our firm under the captions "Selected Financial and Operating
Data" and "Experts" and of our report dated April 17, 1997 (except Note 6, as
to which the date is June 19, 1997, and Note 7, as to which the date is August
28, 1997) with respect to the financial statements of Universal Fabricators
Incorporated, and our report dated July 17, 1997 (except for Notes 2 and 3, as
to which the date is August 28, 1997), with respect to the balance sheet of
UNIFAB International, Inc., included in the Registration Statement on Form S-1
of UNIFAB International, Inc. (No. 333- 31609), as amended.
ERNST & YOUNG LLP
New Orleans, Louisiana
September 18, 1997
