As filed with the United States Securities and Exchange Commission on
October__, 2000. Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
UNIFAB INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
LOUISIANA 5007 PORT ROAD 72-1382998
(STATE OR OTHER NEW IBERIA, LOUISIANA 70562 (I.R.S. EMPLOYER
JURISDICTION OF (337) 367-8291 IDENTIFICATION NUMBER)
INCORPORATION OR (ADDRESS, INCLUDING ZIP CODE,
ORGANIZATION) AND TELEPHONE NUMBER,INCLUDING
AREA CODE, OF REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES)
DAILEY J. BERARD COPY TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER CARL C. HANEMANN
UNIFAB INTERNATIONAL, INC. JONES, WALKER, WAECHTER
5007 PORT ROAD POITEVENT, CARRERE & DENEGRE, LLP
NEW IBERIA, LOUISIANA 70562 201 ST. CHARLES AVENUE, 51ST FLOOR
(337) 367-8291 NEW ORLEANS, LOUISIANA 70170-5100
(NAME, ADDRESS, INCLUDING ZIP CODE, TELEPHONE: (504) 582-8000
AND TELEPHONE NUMBER, INCLUDING AREA FACSIMILE: (504) 582-8012
CODE, OF AGENT FOR SERVICE)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this registration statement becomes effective.
--------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [X]
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. [ ]
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. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS AMOUNT OFFERING AGGREGATE
OF SECURITIES TO BE PRICE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) REGISTRATION FEE
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value per share 2,060,000 shares $10.125 $20,857,500 $5,506.38
=====================================================================================================
</TABLE>
(1)Includes 2,000,000 shares of Common Stock owned by selling shareholders
and 60,000 shares of Common Stock underlying warrants owned by selling
shareholders. Also registered hereby are an indeterminate number of
shares of Common Stock that may be issued by reason of the antidilution
provisions of such warrants. Upon a stock split, stock dividend or
similar transaction in the future and during the effectiveness of this
Registration Statement involving Common Stock, the total 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)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 prices per share of the Common Stock as
reported on the Nasdaq National Market on October 20, 2000.
-------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SECTION 8(A), MAY DETERMINE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
THE SELLING SHAREHOLDERS IDENTIFIED IN THIS PROSPECTUS MAY NOT SELL THESE
SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL
THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN
ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED _____________, 2000
PROSPECTUS
UNIFAB INTERNATIONAL, INC.
This prospectus covers 2,000,000 outstanding shares of our
common stock and 60,000 shares of our common stock underlying
warrants that are owned by the persons named in this prospectus
under the caption "Selling Shareholders."
The selling shareholders may from time to time offer all or a
portion of these shares of common stock through public or private
transactions, on the Nasdaq National Market or such other securities
exchange on which our common stock is traded at the time of the
sale. The selling shareholders may sell these shares of common
stock at prevailing market prices or at privately negotiated prices
either directly or through agents, broker dealers or otherwise. You
may find more information concerning how the selling shareholders
may sell these shares under the caption "Plan of Distribution."
The selling shareholders will receive all the net proceeds from
the sale of the shares of common stock offered by this prospectus.
We are paying all the expenses of registration incurred in
connection with this offering, but the selling shareholders will pay
all selling and other expenses.
Our common stock is traded on the Nasdaq National Market under
the symbol "UFAB." On _________, 2000, the last reported sale price
of our common stock on the Nasdaq National Market was $___ per
share.
Our mailing address and telephone number are as follows:
UNIFAB International, Inc.
5007 Port Road
New Iberia, Louisiana 70562
(337) 367-8291
SEE "RISK FACTORS" ON PAGE 3 FOR INFORMATION THAT YOU SHOULD
CONSIDER BEFORE PURCHASING THESE SHARES.
______________________________
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
______________________________
THE DATE OF THIS PROSPECTUS IS ____________, 2000.
TABLE OF CONTENTS
PAGE
----
RISK FACTORS .................................................... 3
OUR COMPANY ..................................................... 9
USE OF PROCEEDS ................................................. 10
SELLING SHAREHOLDERS ............................................ 10
PLAN OF DISTRIBUTION ............................................ 11
LEGAL MATTERS ................................................... 12
EXPERTS ......................................................... 13
WHERE YOU CAN FIND MORE INFORMATION ............................. 13
______________________________
YOU SHOULD RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR
PROVIDED IN THIS PROSPECTUS AND IN ANY PROSPECTUS SUPPLEMENT. WE HAVE NOT
AUTHORIZED ANYONE ELSE TO PROVIDE YOU WITH DIFFERENT INFORMATION.
NO SHARES OF COMMON STOCK WILL BE OFFERED IN ANY JURISDICTION WHERE
SUCH OFFER IS NOT PERMITTED.
YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE
FRONT OF THE DOCUMENTS.
RISK FACTORS
YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW BEFORE BUYING
ANY OF OUR SECURITIES. THE RISKS DESCRIBED BELOW ARE NOT THE ONLY ONES
FACING OUR COMPANY. ADDITIONAL RISKS THAT ARE NOW UNKNOWN TO US OR THAT WE
NOW CONSIDER IMMATERIAL MAY ALSO HARM OUR BUSINESS.
THIS PROSPECTUS ALSO CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE
RISKS AND UNCERTAINTIES. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM
THOSE ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF MANY
FACTORS, INCLUDING THE RISKS DESCRIBED BELOW AND ELSEWHERE IN THIS
PROSPECTUS.
OUR BUSINESS IS CYCLICAL AND DEPENDS ON ACTIVITY IN THE OIL AND GAS INDUSTRY.
The demand for our services has traditionally been cyclical, depending
on the condition of the oil and gas industry and, in particular, the level
of capital expenditures of oil and gas companies that operate in offshore
oil and gas producing areas throughout the world. These capital
expenditures have been influenced by prevailing oil and natural gas prices;
exploration and production companies' expectations about future demand and
prices; the cost of exploring for, producing and delivering oil and gas;
the sale and expiration dates of offshore leases in the United States and
overseas; the discovery rate of new oil and gas reserves in offshore areas;
local and international political and economic conditions; and the ability
of oil and gas companies to access or generate capital sufficient to fund
capital expenditures for offshore exploration, development and production
activities. Historically, oil and natural gas prices and the level of
offshore drilling and exploration activity have fluctuated substantially,
resulting in significant fluctuations in demand for our services. A
significant decline in worldwide demand or prolonged reduction in oil or
natural gas prices in the future would likely depress offshore drilling and
development activity. A substantial reduction of this activity would
reduce demand for our services and could have a material adverse effect on
our financial condition and results of operations.
THE RAPID EXPANSION WE HAVE ALREADY EXPERIENCED LEAVES US VULNERABLE TO
POTENTIAL DIFFICULTIES.
We have grown rapidly since our initial public offering in September
1997. We have grown through internal investment and expansion and through
acquisitions of other companies. Our future success depends in part on our
ability to manage the rapid growth that we have experienced, and this will
demand increased responsibility from our management personnel. If we are
unable to retain or attract sufficient executive-level personnel to manage
the increased administrative burdens, or if for any other reason we are
unable to integrate and manage the acquired and expanded operations, our
operating results could be adversely affected. The historical financial
information incorporated by reference herein is not necessarily indicative
of the results that may be realized in the future or of the results that
would have been achieved had our operations been fully integrated during
the periods covered by the historical financial information.
WE MAY NOT BE SUCCESSFUL IN ANY FUTURE ACQUISITION STRATEGY.
Acquisitions have been and may continue to be a key element of our
business strategy. We cannot assure you that we will be able to identify
and acquire acceptable acquisition candidates on terms favorable to us in
the future. Even if we do, we may be required to incur substantial
indebtedness to finance future acquisitions and also may issue equity
securities in connection with acquisitions. Additional debt service
requirements may impose a significant burden on our results of operations
and financial condition. The issuance of additional equity securities
could result in significant dilution to our stockholders. Any future
acquisitions may not perform as expected when they are made and we may not
be able to successfully integrate and consolidate the operations of future
acquisitions with our own.
OUR BUSINESS REQUIRES A STEADY SUPPLY OF SKILLED WORKERS AND WE MAY NOT BE
ABLE TO RETAIN AND ATTRACT ENOUGH OF THEM.
Our ability to remain productive and profitable depends substantially
on our ability to retain and attract skilled construction workers,
primarily welders, fitters and equipment operators. Our ability to expand
depends primarily on our ability to increase our skilled workforce. The
demand for skilled workers in south Louisiana is high and the supply of
skilled workers is extremely limited, and we cannot assure you that we will
succeed in increasing the size of our workforce through acquisitions,
training, new hiring programs or otherwise. Although we believe that there
is a large number of trainable workers residing reasonably close to our
facilities, we cannot assure you that we will be successful in recruiting
and training them due to a variety of factors, including the current skill
levels of workers, the potential inability or lack of desire by workers to
commute to our facilities or to relocate to areas closer to them, and
competition for workers from other industries. While we believe that our
wage rates are competitive and that our relationship with our skilled
workforce is good, a significant increase in the wages paid by competing
employers could result in a reduction in our skilled workforce, increases
in the wage rates paid, or both. If either of these events occur, in the
near term, the profits realized by us from work in progress would be
reduced or eliminated and, in the long term, our production capacity and
profitability could be diminished and our growth potential could be
impaired.
ACCESS TO THE GULF OF MEXICO FROM OUR PORT OF IBERIA FACILITIES IS LIMITED
BY WEIGHT AND WIDTH RESTRICTIONS.
Our slip, bulkhead and loadout facilities enable us to produce decks
and deck components weighing up to 6,500 tons at our Port of Iberia
facilities. Due to the limitations of the various access routes from the
Port of Iberia to the Gulf of Mexico, however, a barge carrying a structure
weighing over approximately 4,000 tons could not currently move from our
Port of Iberia facilities to the Gulf of Mexico without special efforts,
including dredging, which would add costs to the project that the customer
may be unwilling to bear. One main route to the Gulf of Mexico from the
Port of Iberia, the Freshwater Bayou Channel, has locks that prevent the
passage of structures more than 80 feet in width. There is a by-pass
channel around these locks that has been dredged by the State of Louisiana
to remove silt build-up and currently permits passage around the locks
without any material width restrictions. Traffic through the by-pass has
permitted the by-pass to remain passable for over a year without additional
dredging. Additional dredging of the by-pass may be required, however, and
we cannot assure you that the State of Louisiana will continue to provide
it. If the by-pass were not maintained, we would be unable to deliver from
our Port of Iberia facilities structures weighing over 4,000 tons unless we
incurred substantial additional dredging costs.
Our facility at the Port of Lake Charles, Louisiana has access to the
Gulf of Mexico that imposes no weight or size limitations; that facility,
however, does not currently have equipment and personnel with capabilities
as extensive as those of our New Iberia facilities.
OUR BACKLOG COULD DECREASE IF CUSTOMERS TERMINATE PROJECTS.
Our backlog is based on our estimate of the remaining labor, material
and subcontracting costs to be incurred for projects on which a customer
has authorized us to begin work or purchase materials pursuant to written
contracts, letters of intent, or other forms of authorization. Our
customers retain the right to change or to terminate most projects in our
backlog, either of which could substantially change the amount of backlog
currently reported. In the case of a termination, the customer is
generally required to pay for our work performed and materials purchased
through the date of termination, and in some cases, pay us termination
fees. Due to the large dollar amounts of backlog estimated for each of a
small number of projects, however, amounts included in our backlog could
decrease substantially if one or more of these projects were to be
terminated by our customers. Approximately 43% of our backlog at June 30,
2000 was attributable to three projects. Termination of one or more of
these large projects could have a material adverse effect on our revenue,
net income and cash flow for 2000. While we have restrained the growth of
our backlog to improve the prices we obtain for our services, such a
strategy in times of decreasing demand or increasing lead times for
purchases of materials could hasten a decline in our profitability.
OUR OPERATIONS ARE HAZARDOUS.
Our operations involve a high degree of risk, particularly of personal
injury or loss of life, severe damage to and destruction of property and
equipment and suspension of operations. The failure of such structures
during and after installation can result in similar injuries and damages
for which we could be liable. We also have employees engaged in offshore
operations that are covered by provisions of the Jones Act, the Death on
the High Seas Act and general maritime law. These laws operate to make the
liability limits established by state workers' compensation laws (which
cover our other employees) inapplicable to these employees and, instead,
permit them or their representatives to pursue actions against us for
damages for job-related injuries, with generally no limitations on our
potential liability. In addition, due to their proximity to the Gulf of
Mexico, our facilities are subject to the possibility of physical damage
caused by hurricanes or flooding. Although we maintain such insurance
protection as we consider economically prudent, we cannot assure you that
our insurance will be sufficient under all circumstances or against all
claims or hazards, nor do we carry insurance for the loss of profits that
may result from these hazards. A successful claim or damage resulting from
a hazard for which we are not fully insured could have a material adverse
effect on us. Moreover, we cannot assure you that we will be able to
maintain adequate insurance in the future at rates that we consider
economically prudent.
PROJECTS FOR OVERSEAS INSTALLATION EXPOSE US TO COLLECTION RISKS AND RISKS
OF POLITICAL AND ECONOMIC INSTABILITY.
A majority of our revenue in recent years has resulted from projects
constructed for overseas installation. Although we deliver the structures
that we fabricate at our Port of Iberia facility and have historically
received payment only in United States dollars, we are nevertheless subject
to delays in collection, and an increased risk of non-collection, of
receivables from contractors and oil and gas companies for projects
installed overseas. Oil and gas operations in overseas locations in which
our products have been installed are subject to a number of risks inherent
in business operations in foreign countries, including political, social
and economic instability; nullification, modification or renegotiation of
contracts; import-export quotas; and other forms of public and governmental
regulation, all of which are beyond our control. Additionally, our ability
to compete in international markets may be adversely affected by import
duties and fees, foreign taxes, foreign governmental regulations that favor
or require the awarding of contracts to local contractors, or regulations
requiring foreign contractors to employ citizens of, or purchase supplies
from, a particular jurisdiction.
OUR CONTRACTS ARE SUBJECT TO VARIOUS BIDDING RISKS.
Most of our projects are performed pursuant to fixed-price contracts,
although some projects are performed on a time and materials basis. Under
fixed-price contracts, we receive the price fixed in the contract, subject
to adjustment only for change orders placed by the customer. We are
responsible for all cost overruns, which could occur for various reasons,
including errors in estimates or bidding, changes in the availability and
cost of labor and material and variations in productivity from the original
estimates. This could result in reduced profitability or losses on
projects and, depending on the size of a project, could have a significant
impact on our operating results for any fiscal quarter or year. Most of
our fixed price contracts also provide for incentive payments for early
delivery of projects and liquidated damages for late delivery. If we were
to miss the delivery date specified by any of our contracts, whether due to
equipment problems, labor shortages, adverse weather conditions or other
causes, we could be subject to liquidated damages that could materially
adversely affect our profitability and results of operations.
Under time and materials arrangements, we receive a specified hourly
rate for direct labor hours (which exceeds our direct labor costs) and a
specified percentage mark-up over our cost for materials. Under these
contracts, we are protected against cost overruns but do not benefit
directly from cost savings.
INACCURATE ESTIMATES MADE IN OUR PERCENTAGE-OF-COMPLETION ACCOUNTING COULD
RESULT IN A REDUCTION OF PREVIOUSLY REPORTED PROFITS.
Most of our revenue and expenses are recognized on a percentage-of-
completion basis determined by the ratio that labor, labor and
subcontracting costs, or total contract costs incurred to date bear to the
total estimated labor, labor and subcontract costs, or total estimated
contract costs required for completion. We review expected labor hours,
costs and profits monthly as the work progresses, and make adjustments
proportionate to the percentage of completion in revenue for the period
when the estimates are revised. To the extent that these adjustments
result in a reduction of previously reported profits, we must recognize a
charge against current earnings, which may be significant depending on the
size of the project or the adjustment.
WE ARE VULNERABLE TO SEASONALITY AND WEATHER RISKS.
Our operations are subject to seasonal variations in weather
conditions and daylight hours. Because most of our construction activities
take place outdoors, the average number of direct labor hours worked per
day generally declines in winter months due to an increase in rainy and
cold conditions and a decrease in daylight hours. Operations may also be
affected by the rainy weather, hurricanes and other storms prevalent along
the Gulf Coast throughout the year. As a result, our revenue, gross profit
and net income during the quarter ending December 31 are subject to being
disproportionately low as compared to the quarters ending June 30 and
September 30, and full year results may not in all cases be a direct
multiple of any particular quarter or combination of quarters.
WE ARE DEPENDENT ON SIGNIFICANT CUSTOMERS.
A large portion of our revenue has historically been generated by a
few customers, although not necessarily the same customers from year to
year. For example, customers individually accounting for more than 10% of
our annual revenue accounted as a group for 30% (two customers), 20% (two
customers) and 26% (two customers) of revenue for fiscal 1998, 1999 and
2000, respectively.
Although our direct customers on many projects are installation
contractors, each project is ultimately fabricated for use by an oil and
gas company. Thus, concentration among our customers may be greater when
the customer is viewed as the oil and gas company rather than the
installation contractor. We from time to time contract with multiple
installation contractors who may be supplying structures to the same oil
and gas company and in some instances contract directly with the oil and
gas company.
The prime contractors who account for a significant portion of revenue
in one fiscal year may represent an immaterial portion of revenue in
subsequent years. The loss, however, of any significant customer (whether
an oil and gas company with which we directly contract or a prime
contractor for which we have provided services on a subcontract basis) for
any reason, including a sustained decline in an oil and gas company's
capital expenditure budget or the prime contractor's inability to obtain
contracts successfully, or other competitive factors, could result in a
substantial loss of revenue and have a material adverse effect on our
operating performance.
Recent consolidation in the oil and gas industry, may tend to increase
the concentration of our work from significant customers and may also
increase the power of some important customers to obtain price concessions
from us. This could result in a decrease in the margins we might otherwise
be able to obtain.
OUR BUSINESS IS VERY COMPETITIVE, AND SOME OF OUR COMPETITORS ARE LARGER
AND FINANCIALLY STRONGER THAN WE ARE.
The offshore platform fabrication industry is highly competitive and
influenced by events largely outside the control of offshore platform
fabrication companies. Contracts for our services are generally awarded on
a competitive bid basis with customers usually requesting bids on projects
to one to three months prior to commencement. Price and the contractor's
ability to meet a customer's delivery schedule are the principal factors in
determining which qualified contractor is awarded a contract for a project.
We compete with both large and small companies, and some of them have
greater financial and other resources than we do. In addition, because of
subsidies, import duties and fees, taxes imposed on foreign operators and
lower wage rates in foreign countries, along with fluctuations in the value
of the U.S. dollar and other factors, we may not be able to remain
competitive with foreign contractors for projects designed for use in
international locations.
OUR OPERATIONS ARE SUBJECT TO EXTENSIVE GOVERNMENTAL REGULATION, COMPLIANCE
WITH WHICH IS VERY EXPENSIVE; CHANGES IN THE REGULATORY ENVIRONMENT CAN
OCCUR AT ANY TIME AND GENERALLY INCREASE OUR COSTS.
Our operations and properties are subject to and affected by various
types of governmental regulation, including numerous federal, state and
local environmental protection laws and regulations, compliance with which
is becoming increasingly complex, stringent and expensive. Some of these
laws provide for "strict liability" for damages to natural resources or
threats to public health and safety, rendering a party liable for
environmental damage without regard to its negligence or fault. Sanctions
for noncompliance may include revocation of permits, corrective action
orders, administrative or civil penalties and criminal prosecution. We are
subject to claims for personal injury or property damage as a result of
alleged exposure to hazardous substances.
Because we depend on the demand for our services from the oil and gas
industry our business, the adoption of laws and regulations curtailing
exploration and development drilling for oil and gas for economic,
environmental and other policy reasons would adversely affect our
operations by limiting demand for our services.
WE ARE DEPENDENT ON KEY PERSONNEL.
Our success depends on, among other things, the continued active
participation of Dailey J. Berard, our President and Chief Executive
Officer, and certain of our other officers and key operating personnel.
The loss of the services of any one of these persons could have a material
adverse effect on us.
WE DO NOT INTEND TO PAY DIVIDENDS IN THE NEAR FUTURE.
We currently intend to retain earnings, if any, to meet our working
capital requirements and to finance the future operation and growth of our
business and, therefore, do not plan to pay cash dividends to holders of
our Common Stock in the near future.
OUR COMPANY
OUR BUSINESS
We are a leader in the custom fabrication of decks and modules of
drilling and production equipment for offshore oil and gas platforms. We
are capable of producing equipment weighing up to 6,500 tons and have
special expertise in the fabrication of decks with complex piping
requirements and process equipment using special materials. We also design
and fabricate drilling rigs (including drilling barges using our
proprietary designs), production process systems and drilling masts under
ASME and ISO 9001 quality certifications. The mailing address of our
principal executive offices is 5007 Port Road, New Iberia, Louisiana 70562,
and our telephone number is (337) 367-8291.
RECENT DEVELOPMENTS
SEPTEMBER 2000 PRIVATE PLACEMENT. On September 29, 2000, we completed
a private placement in which we sold 1,300,000 shares to eight accredited
investors for aggregate proceeds of $12,350,000 ($9.50 per share). Morgan
Keegan & Company, Inc., for its services as placement agent, received a
commission of $617,500 and a warrant to purchase 60,000 shares of our
common stock at an exercise price of $9.50 per share. The net proceeds of
the private placement, which were applied to reduce the indebtedness under
our secured senior credit facility, were $11,732,500 after the commission
to the placement agent but before offering expenses. The eight investors
in the private placement and Morgan Keegan & Company, Inc. are nine of the
ten selling shareholders in this offering.
AMENDED AND RESTATED CREDIT AGREEMENT. On October 19, 2000, we
restructured our secured senior credit facility by entering into an amended
and restated loan agreement with the same syndicate of commercial banks led
by Bank One, Louisiana, N.A., as agent, (the "Credit Agreement"). The
Credit Agreement provides a $30 million revolving credit facility which is
subject to certain borrowing base limitations based on 50% of the appraised
value of fixed assets (approximately $15 million at September 30, 2000)
plus 80% of eligible accounts receivable (approximately $10 million at
September 30, 2000). Borrowings under the credit facility bear interest at
the prime lending rate established by the banks or LIBOR, at our option,
plus a variable interest margin based on the ratio of the total funded
indebtedness to EBITDA, as defined in the Credit Agreement. Up to $10
million is available under the credit facility for standby letters of
credit. The variable fee range for issued letters of credit is 1.25% to
2.75% per annum on the principal amount of letters of credit issued for
performance or payment, or 2% to 4% per annum on the principal amount if
the letter of credit is a financial letter of credit. The unused
commitment fee range is 1/4 % to 1% per annum. The letter of credit fees
and unused commitment fees are variable based on the funded indebtedness to
EBITDA ratio described above. The revolving portion of the credit facility
matures November 2002.
At September 30, 2000, we had $15,875,000 outstanding under the credit
facility, of which $2,777,000 is for letters of credit. We believe the
funding made available by the Credit Agreement will provide the working
capital we will need for anticipated customer orders.
CHANGED FISCAL YEAR. On June 20, 2000, our board of directors
approved the change of the end of our fiscal year from March 31 to December
31. Our fiscal year ending March 31, 2000 was reported in our most recent
Form 10-K. Our nine-month transition period beginning April 1, 2000 and
ending December 31, 2000 will be reported on our Form 10-K that we will
file with the SEC no later than March 31, 2001. Our first new twelve-month
fiscal year will begin January 1, 2001. By changing our year end to
December 31, we will report our quarterly and annual results on a
comparable basis with many other public companies in the oil and gas
industry.
USE OF PROCEEDS
All of the shares of common stock offered hereby are being offered by
the selling shareholders, who will receive all proceeds from such sales.
We will not receive any proceeds from the sale of shares of common stock
offered by the selling shareholders.
SELLING SHAREHOLDERS
In our September 2000 private placement we issued 1,300,000 shares of
our common stock to eight of the ten selling shareholders and a warrant to
purchase 60,000 shares to Morgan Keegan & Company, Inc., one of the two
remaining selling shareholders. In connection with the private placement
we entered into registration rights agreements that require us to file a
registration statement covering the 1,300,000 shares and the 60,000 shares
issuable upon exercise of the warrant. This prospectus is a part of the
registration statement that we filed with the SEC covering those shares of
our common stock. We are effecting this registration of common stock in
accordance with our contractual obligations under the registration rights
agreements. All shares of common stock offered by those selling
shareholders pursuant to this prospectus will be sold subject to the terms
and conditions of the registration rights agreements.
Morgan Keegan & Company, Inc., acted as our placement agent in our
placement of 1,300,000 shares of our common stock to eight of the ten
selling shareholders. In payment for its services, Morgan Keegan &
Company, Inc. received from us a commission of $617,500 and a warrant to
purchase 60,000 shares of our common stock at an exercise price of $9.50
for each share. Morgan Keegan & Company, Inc. was one of the two
representatives of the underwriters of the initial public offering of our
common stock, which was completed in September, 1997.
The remaining selling shareholder is William A. Hines, who is one of
our directors. He became a director in July 1998, when we acquired the
business we now operate as Allen Process Systems, L.L.C. and Allen Process
Systems, Ltd., of which Mr. Hines was the principal owner. In exchange for
his interest in those businesses, Mr. Hines received a total of 700,000
shares of our common stock.
In connection with those acquisitions, we granted to Mr. Hines and the
other owners a one-time "piggy-back" right to include the shares of our
common stock in a registration statement under the Securities Act of 1933,
such as the one of which this prospectus is a part. We agreed to pay all
the expenses of any such registration, other than underwriting fees,
discounts and commissions. Mr. Hines exercised these rights with respect
to all 700,000 shares of our common stock issued to him in the
acquisitions. All shares of common stock offered by Mr. Hines pursuant to
this prospectus will be sold subject to the terms and conditions of our
registration rights agreement with him. All the other former owners of the
acquired businesses with similar rgistration rights have become employed by
us and have elected not to include any of their shares of our common stock
in this prospectus and the related registration statement.
Except for Morgan Keegan & Company, Inc. and Mr. Hines, none of the
selling shareholders has or has had a material relationship with us.
The following table sets forth information about the selling
shareholders and the number of shares of our common stock beneficially
owned by each of them immediately prior to the offering, including shares
issuable upon exercise of warrants, and the number of shares of our common
stock offered hereby for each selling shareholder's account. We cannot
estimate the number or percentage of the shares of our common stock that
will be held by each selling shareholder upon completion of this offering
because the selling shareholders may sell all or some portion of the shares
offered hereby. The selling shareholders may from time to time offer the
shares of our common stock offered by this prospectus. We do not know when
or in what amounts the selling shareholders may offer shares for resale, and
we cannot assure you that the selling shareholders will sell any or all of
the shares offered by this prospectus.
<TABLE>
<CAPTION>
NUMBER OF SHARES
SELLING BENEFICIALLY OWNED NUMBER OF SHARES
SHAREHOLDERS PRIOR TO THE OFFERING OFFERED BY THIS PROSPECTUS
-------------- --------------------- --------------------------
<S> <C> <C>
Mentor Investment Group 276,000 276,000
Franklin Street Trust Co. 236,000 236,000
Beacon Management 58,000 58,000
SSCM, LLC 48,000 48,000
Lone Wolf Trading LLC 100,000 100,000
Trusco Capital Management 58,000 58,000
Columbus Capital Partners, L.P. 236,000 236,000
Wellington Management Company, LLP 288,000 288,000
Morgan Keegan & Company, Inc. 60,000 60,000
William A. Hines 707,500 700,000
</TABLE>
PLAN OF DISTRIBUTION
The selling shareholders may sell shares of our common stock directly,
through broker-dealers acting as principal or agent or pursuant to a
distribution by one or more underwriters on a firm commitment or best
effort basis. The selling shareholders may sell all or part of their
shares in one or more transactions at prices at or related to the then-
current market price or at negotiated prices. The selling shareholders
will determine the specific offering price of the shares from time to time
that, at that time, may be higher or lower than the market price of our
common stock on the Nasdaq National Market.
In connection with any underwritten offering, underwriters and their
agents may receive compensation in the form of discounts, commissions or
concessions from the selling shareholders or from purchasers of shares for
whom they act as agents. Underwriters may sell shares to or through
dealers, and those dealers may receive compensation in the form of
discounts, commissions or concessions from the underwriters or commissions
from the purchasers for whom they may act as agents. The selling
shareholders and any underwriters, dealers or agents participating in the
distribution of the shares of our common stock may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, and any
profit from the sale of such shares by the selling shareholders and any
compensation received by any underwriter, broker-dealer or agent may be
deemed to be underwriting discounts under the Securities Act.
The method by which the selling shareholders may offer and sell their
shares may include, but are not limited to, the following:
* sales on the Nasdaq National Market or other securites exchange on
which our common stock is listed at the time of sale, at prices
and terms then prevailing or at prices related to the then-current
market price;
* sales in privately negotiated transactions;
* sales for their own account prusuant to this prospectus;
* cross or block trades in which broker-dealers will attempt to sell
the shares as agent, but may position and resell a portion of the
block as a principal to facilitate the transaction;
* purchases by broker-dealers who then resell the shares for their
own account; and
* brokerage transactions in which a broker solicits purchasers.
To the extent required by a particular offering, we will set forth in
a prospectus supplement or, if appropriate, a post-effective amendment the
terms of such offering, including among other things, the number of shares
of common stock to be sold, the public offering price, the names of any
underwriters, dealers or agents and any applicable commissions or discounts.
We have agreed to indemnify the selling shareholders against certain
liabilities, including liabilities under the Securities Act. We have also
agreed to indemnify underwriters who participate in the distribution of the
shares on substantially the same basis. The selling shareholders have
agreed to indemnify us against certain liabilities, including liabilities
under the Securities Act.
The selling shareholders will pay all fees, discounts and brokerage
commissions. We will pay all expenses or preparing and reproducing this
prospectus, including expenses or compliance with state securities laws and
filing fees with the SEC.
LEGAL MATTERS
Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P., of New
Orleans, Louisiana, will pass upon the validity of the shares of our common
stock for us.
EXPERTS
Ernst & Young, LLP, independent auditors, have audited our consolidated
financial statements included in our annual report on Form 10-K for the
year ended March 31, 2000, as set forth in their report, which is
incorporated by reference in this prospectus and elsewhere in the
registration statement, which, as to the year 1997 is based in part on the
report of LaPorte, Sehrt, Romig & Hand, independent auditors. The
financial statement referred to above are incorporated by reference in
reliance upon such reports given on the authority of such firms as experts
in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file
at the SEC Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C., 20549. Please call the SEC at 1-800-SEC-0330 for more information
about the Public Reference Room. Our filings are also available over the
Internet at the SEC website at http://www.sec.gov.
This prospectus is part of a registration statement that we have filed
with the SEC to register the securities offered by this prospectus. The
registration statement contains additional information about us and our
securities. You may inspect the registration statement and exhibits at the
SEC public reference rooms or at the SEC website.
The SEC allows us to "incorporate by reference" the information we
file with it, which means that we can disclose important information to you
by referring to those documents. The documents we incorporate by reference
are considered to be part of this prospectus, and later information that we
file with the SEC will automatically update and supersede this incorporated
information.
We incorporate by reference the documents listed below and any future
filings we make with the SEC under Sections 13(a), 14 or 15(d) of the
Securities Exchange Act of 1934 until the Selling shareholders sell all of
the securities:
* Our annual report on Form 10-K for the fiscal year ended
March 31, 2000 (filed with the SEC on June 29, 2000), as amended
by Amendment No. 1 filed with the SEC on July 31, 2000;
* Our quarterly report on Form 10-Q for the fiscal quarter
ended June 30, 2000 (filed with the SEC on August 14, 2000);
* Our current report on Form 8-K dated June 20, 2000 and filed
with the SEC on June 30, 2000;
* Our current report on Form 8-K dated September 29, 2000 and
filed with the SEC on October 3, 2000;
* The description of our common stock set forth in our
registration statement on Form 8-A, filed with the SEC on
September 4, 1997 and effective on September 18, 1997, by
incorporation by reference from pages 44 through 46 of our
registration statement on Form S-1, Registration No. 333-31609,
originally filed with the SEC on July 18, 1997; and
* All documents filed by us with the SEC pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act after
the date of this prospectus and prior to the termination of this
offering.
At your request, we will provide you with a free copy of any of these
filings (Except for exhibits, unless the exhibits are specifically
incorporated by reference into the filing). You may request copies by
writing or calling us at:
UNIFAB INTERNATIONAL, INC.
5007 PORT ROAD
NEW IBERIA, LOUISIANA 70562
ATTN: PETER J. ROMAN
(337) 367-8291
2,060,000 SHARES
UNIFAB INTERNATIONAL, INC.
COMMON STOCK
----------
PROSPECTUS
----------
, 2000
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following are the fees and expenses payable by us in connection
with the issuance and distribution of our common stock registered
hereunder, all of which are estimated except the registration fee.
Securities and Exchange Commission
registration fee $ 5,506.38
Legal fees and expenses 45,000.00
Accounting fees and expenses 25,000.00
Miscellaneous 10,000.00
---------------
Total $ 85,506.38
===============
The selling shareholders have not paid, and are not responsible for,
any portion of these fees and expenses.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 83 of the Louisiana Business Corporation Law (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.
Our by-laws make mandatory the indemnification of directors and
officers permitted by the Louisiana Business Corporation Law. 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, our
best interests. 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.
We maintain liability policies to indemnify our 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 our directors and executive officers has entered into an
indemnity agreement with us, pursuant to which we have agreed under certain
circumstances to purchase and maintain directors' and officers' liability
insurance. The agreements also provide that we 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, we are not required to purchase and
maintain directors' and officers' liability insurance if it is not
reasonably available or, in the reasonable judgment of our board of
directors, there is insufficient benefit to us from the insurance.
ITEM 16. EXHIBITS.
3.1 Articles of Incorporation of the Company*
3.2 By-Laws of the Company*
4.1 (See Exhibits 3.1 and 3.2 for provisions of the Articles of
Incorporation and By-Laws of the Company that define the rights
of holders of Company Common Stock)
4.2 Specimen Common Stock Certificate*
5 Opinion of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P.
10.1 Ground Lease Agreement dated as of September 1, 1998,
between PIM, L.L.C. (now UNIFAB International West, L.L.C. and a
subsidiary of the Company) and the Lake Charles Harbor & Terminal
District
10.2 Guaranty Agreement made as of September 1, 1998, by the Company
in favor of the Lake Charles Harbor & Terminal District
10.3 Development Agreement among PIM, L.L.C., the Company, the Lake
Charles Harbor & Terminal District, and the Calcasieu Parish
Police Jury
10.4 Amended and Restated Credit Agreement dated as of October 19,
2000, among the Company, Bank One, Louisiana, N.A., IberiaBank,
Regions Bank and Whitney National Bank.
23.1 Consent of Ernst & Young LLP
23.2 Consent of LaPorte, Sehrt, Romig & Hand
23.1 Consent of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P. (Included in Exhibit 5)
24.1 Powers of Attorney (Included in the signature page to this
Registration Statement)
_______
* Incorporated herein by reference from the Registration Statement on Form
S-1 of the Company filed with the SEC on September 18, 1997, as amended
(Registration No. 333-31609)
ITEM 17. 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 re-spelt 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.
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-3 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 October 26, 2000.
UNIFAB INTERNATIONAL, INC.
By: /s/ Dailey J. Berard
--------------------------------
Dailey J. Berard
Chairman of the Board, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears 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, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Dailey J. Berard Chairman of the Board, President October 26, 2000
---------------------------------- and
Dailey J. Berard Chief Executive Officer
(Principal Executive Officer)
/s/ Peter J. Roman Vice President and Chief October 26, 2000
----------------------------------- Financial Officer and Secretary
Peter J. Roman (Principal Financial Officer and
Principal Accounting Officer)
/s/ Charles E. Broussard Director October 26, 2000
-----------------------------------
Charles E. Broussard
/s/ William A. Hines Director October 26, 2000
-----------------------------------
William A. Hines
/s/ Perry Segura Director October 26, 2000
----------------------------------
Perry Segura
Director October __, 2000
----------------------------------
George C. Yax
</TABLE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF EXHIBIT PAGE
--------- ------------------------ --------------
<S> <C> <C>
3.1 Articles of Incorporation of the Company*
3.2 By-Laws of the Company*
4.1 (See Exhibits 3.1 and 3.2 for provisions of the
Articles of Incorporation and By-Laws of the Company
that define the rights of holders of Company Common
Stock)
4.2 Specimen Common Stock Certificate*
5 Opinion of Jones, Walker, Waechter, Poitevent, Carrere
& Denegre, L.L.P.
10.1 Ground Lease Agreement dated as of September 1, 1998,
between PIM, L.L.C. (now UNIFAB International West,
L.L.C. and a subsidiary of the Company) and the Lake
Charles Harbor & Terminal District
10.2 Guaranty Agreement made as of September 1, 1998, by
the Company in favor of the Lake Charles Harbor &
Terminal District
10.3 Development Agreement among PIM, L.L.C., the Company,
the Lake Charles Harbor & Terminal District, and the
Calcasieu Parish Police Jury
10.4 Amended and Restated Credit Agreement dated as of
October 19, 2000, among the Company, Bank One,
Louisiana, N.A., IberiaBank, Regions Bank, and Whitney
National Bank
23.1 Consent of Ernst & Young LLP
23.2 Consent of LaPorte, Sehrt, Romig & Hand
23.3 Consent of Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P. (included in Exhibit 5)
24.1 Powers of Attorney (included in the Signature
Page to this Registration Statement)
</TABLE>
_______
* Incorporated herein by reference from the Registration Statement on Form
S-1 of the Company filed with the SEC on September 18, 1997, as amended
(Registration No. 333-31609)
