As filed with the Securities and Exchange Commission on April 2, 1998.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
__________
UNIFAB INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
LOUISIANA 72-1382998
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
5007 PORT ROAD
NEW IBERIA, LOUISIANA 70562
(Address, including zip code, of
registrant's principal executive offices)
UNIFAB INTERNATIONAL, INC. LONG-TERM INCENTIVE PLAN
AND
RESTRICTED STOCK AGREEMENTS WITH CERTAIN EMPLOYEES
(Full title of the plans)
__________
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)
Copy to:
MARGARET F. MURPHY
JONES, WALKER, WAECHTER, POITEVENT, CARRERE & DENEGRE, L.L.P.
201 ST. CHARLES AVENUE
NEW ORLEANS, LOUISIANA 70170-5100
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==========================================================================================================
Amount Proposed maximum Proposed maximum Amount of
Title of securities to be offering price aggregate registration
to be registered registered(1) per unit offering price fee
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
($.01 par value per share) ..... 133,500 shares $18.00 (2) $ 2,403,000 (2) $ 708.89(2)
4,000 shares $18.9363(2) 75,745.20(2) 22.35(2)
325,500 shares $18.375 (3) 5,981,062.50(3) 1,764.42(3)
-------- ------------------ --------------
Total Common Stock ............. 463,000 shares $ 8,459,807.70 $ 2,495.66
==========================================================================================================
</TABLE>
(1) Upon a stock split, stock dividend or similar transaction in the future
and during the effectiveness of this Registration Statement involving
Common Stock of the Company, the number of shares registered shall be
automatically increased to cover the additional shares in accordance with
Rule 416(a) under the Securities Act of 1933.
(2) Computed in accordance with Rule 457(h)(1) under the Securities Act of
1933, based on the price at which outstanding options may be exercised.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, based on the
average of the high and low price per share of the Common Stock on The
Nasdaq Stock Market on March 27, 1998.
===============================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by UNIFAB
International, Inc. (the "Company") with the Securities and Exchange
Commission (the "Commission"), are incorporated herein by reference:
(a) The Company's Prospectus dated September 18, 1997 filed pursuant
to Rule 424(b) under the Securities Act of 1933;
(b) The Company's quarterly reports on Form 10-Q for the quarters
ended September 30, 1997 and December 31, 1997;
(c) The Company's current report on Form 8-K filed with the
Commission on February 20, 1998;
(d) All other reports filed by the Company with the Commission
pursuant to Section 13 of the Securities Exchange Act of 1934 since March
31, 1997; and
(e) The description of the Company's Common Stock included in the
Company's Registration Statement on Form 8-A filed September 4, 1997 and
effective September 18, 1997, by incorporation by reference from pages 44
through 46 of the Company's Registration Statement on Form S-1
(Registration No. 333-31609).
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment that indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold shall, except to the
extent otherwise provided by Regulation S-K or any other rule promulgated
by the Commission, be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of
such 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.
The Louisiana Business Corporation Law (the "LBCL"), Section 83, (i)
gives Louisiana corporations broad powers to indemnify their present and
former directors and officers and those of affiliated corporations against
expenses incurred in the defense of any lawsuit to which they are made
parties by reason of being or having been such directors or officers; (ii)
subject to specific conditions and exclusions, gives a director or officer
who successfully defends an action the right to be so indemnified; and
(iii) authorizes Louisiana corporations to buy directors' and officers'
liability insurance. Such indemnification is not exclusive of any other
rights to which those indemnified may be entitled under any by-law,
agreement, authorization of shareholders or otherwise.
The Company's By-laws make mandatory the indemnification of directors
and officers permitted by the LBCL. The standard to be applied in
evaluating any claim for indemnification (excluding claims for expenses
incurred in connection with the successful defense of any proceeding or
matter therein for which indemnification is mandatory without reference to
any such standard) is whether the claimant acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best
interests of the Company. With respect to any criminal action or
proceeding, the standard is that the claimant had no reasonable cause to
believe the conduct was unlawful. No indemnification is permitted in
respect of any claim, issue or matter as to which a director or officer
shall have been adjudged by a court of competent jurisdiction to be liable
for willful or intentional misconduct or to have obtained an improper
personal benefit, unless, and only to the extent that the court shall
determine upon application that, in view of all the circumstances of the
case, he is fairly and reasonably entitled to indemnity for such expenses
that the court shall deem proper.
The Company maintains liability policies to indemnify its officers and
directors against loss arising from claims by reason of their legal
liability for acts as officers and directors, subject to limitations and
conditions to be set forth in the policies.
Each of the Company's directors and executive officers has entered
into an indemnity agreement with the Company, pursuant to which the Company
has agreed under certain circumstances to purchase and maintain directors'
and officers' liability insurance. The agreements also provide that the
Company will indemnify the directors and executive officers against any
costs and expenses, judgments, settlements and fines incurred in connection
with any claim involving a director or executive officer by reason of his
position as director or officer that are in excess of the coverage provided
by any such insurance, provided that the director or officer meets certain
standards of conduct. Under the indemnity agreements, the Company is not
required to purchase and maintain directors' and officers' liability
insurance if it is not reasonably available or, in the reasonable judgment
of the Board of Directors, there is insufficient benefit to the Company
from the insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
5 Opinion of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P. (included in Exhibit 5).
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 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.
(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.
(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 of 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.
<PAGE>
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 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 Iberia, State of Louisiana, on March 26,
1998.
UNIFAB International, Inc.
By: /S/ DAILEY J. BERARD
------------------------------
Dailey J. Berard
President, Chief Executive
Officer and
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
immediately below constitutes and appoints Dailey J. Berard and Peter J. Roman,
and either of them acting individually, 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 necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby 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, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/S/ DAILEY J. BERARD President, Chief Executive March 26, 1998
-------------------------- Officer and Chairman of the
Dailey J. Berard Board (Principal Executive
Officer)
/S/ PETER J. ROMAN Vice President and Chief Financial March 26, 1998
--------------------------- Officer (Principal Financial and
Peter J. Roman Accounting Officer)
/S/ CHARLES E. BROUSSARD Director March 26, 1998
---------------------------
Charles E. Broussard
/S/ PERRY SEGURA Director March 26, 1998
---------------------------
Perry Segura
/S/ RICHARD E. ROBERSON, JR. Director March 27, 1998
---------------------------
Richard E. Roberson, Jr.
/S/ GEORGE C. YAX Director March 26, 1998
---------------------------
George C. Yax
EXHIBIT 5
Jones, Walker
Waechter, Poitevent
Carrere & Denegre, L.L.P.
April 1, 1998
UNIFAB International, Inc.
5007 Port Road
New Iberia, LA 70562
Gentlemen:
We have acted as counsel for UNIFAB International, Inc., a
Louisiana corporation (the "Company"), in connection with the
Company's registration statement on Form S-8 (the "Registration
Statement") with respect to the issuance by the Company of
460,000 shares of the common stock of the Company, $.01 par value
per share (the "Common Stock"), pursuant to the terms of the
Long-Term Incentive Plan (the "Plan") and 3,000 shares of Common
Stock pursuant to the terms of restricted stock agreements (the
"Agreements") between certain employees and the Company.
Based upon the foregoing, and upon our examination of such
matters as we deem necessary in order to furnish this opinion, we
are of the opinion that the shares of Common Stock referred to
herein, when issued for at least par value on the terms described
in the Plan and Agreements, will be legally issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
JONES, WALKER, WAECHTER,
POITEVENT, CARRERE & DENEGRE, L.L.P.
By: /s/ Margaret F. Murphy
--------------------------
Margaret F. Murphy
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the UNIFAB International, Inc. Long-
Term Incentive Plan and Restricted Stock Agreements with Certain
Employees for the registration of 463,000 shares of UNIFAB International,
Inc. common stock 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 of
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 (Form S-1 No.
333-31609) of UNIFAB International, Inc., filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
New Orleans, Louisiana
March 31, 1998
