<PAGE> 1
As filed with the Securities and Exchange Commission on August 15, 1997
Registration No. 333-__________________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
GULFMARK OFFSHORE, INC.
(Exact Name of Registrant as specified in its charter)
Delaware 76-0526032
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5 Post Oak Park, Suite 1170
Houston, Texas 77027
(Address of principal executive offices)
----------------
AMENDED AND RESTATED 1993 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
1987 STOCK OPTION PLAN
NON-EMPLOYEE DIRECTOR STOCK OPTIONS
(Full Title of the Plan)
----------------
FRANK R. PIERCE
Executive Vice President
GulfMark Offshore, Inc.
5 Post Oak Park, Suite 1170
Houston, Texas 77027
(713) 963-9522
(Name, address and telephone number of agent for service)
Copy to:
W. GARNEY GRIGGS, Esq.
Griggs & Harrison, P.C.
1301 McKinney, Suite 3200
Houston, Texas 77010
(713) 651-0600
----------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount to Offering Price Aggregate Amount of
to be Registered be Registered Per Share (1) Offering Price (1) Registration Fee
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $0.01 797,646 shares $30.00 $23,929,380.00 $7,252.00
per share
=======================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and 457(h), based on the average of the high
and low prices of the Company's Common Stock on August 11, 1997, as
reported on the NASDAQ National Market System.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
GulfMark Offshore, Inc. (the "Company") incorporates herein by
reference the following documents filed with the Securities and Exchange
Commission (File No. 000-22853):
(1) Final Prospectus filed pursuant to Rule 424(b) on August 15, 1997;
(2) The Quarterly Report of the Company on Form 10-Q for the quarter
ended June 30, 1997; and
(3) The description of the common stock, par value $0.01 per share (the
"Common Stock"), of the Company contained in the Company's Registration
Statement on Form 8-A, filed April 29, 1997.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") after the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing such documents.
Any statement contained herein or in any document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified and
superseded for purposes of this Registration Statement to the extent such
statement is modified or superseded by a statement contained in any other
subsequently filed incorporated document or in any accompanying prospectus
supplement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
General
Article Eighth of the Company's Certificate of Incorporation, as
amended ("Article Eighth") requires the Company to indemnify its directors,
officers and certain other individuals to the full extent permitted by the
Delaware General Corporation Law ("Delaware GCL") or other applicable laws and
allows the Company to enter into agreements with any person to provide greater
or different indemnification than that provided in Article Eighth or the
Delaware GCL.
Article Ninth of the Company's Certificate of Incorporation ("Article
Ninth") limits the personal liability of the Company's directors to the Company
or its shareholders to the full extent permitted by the Delaware GCL, which
currently permits directors to be protected from monetary damages for breach of
their fiduciary duty of care. This limitation has no effect on claims arising
under the federal securities laws.
2
<PAGE> 3
Indemnification and Insurance
Under the Delaware GCL, directors and officers as well as other
employees and individuals may be indemnified against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement in connection
with specified actions, suits or proceedings, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation such as a derivative action) if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard of
care is applicable in the case of actions by or in the right of the corporation,
except that indemnification extends only to expenses (including attorneys' fees)
incurred in connection with defense or settlement of such an action, and the
Delaware GCL requires court approval before there can be any indemnification
where the person seeking indemnification has been found liable to the
corporation.
Article Eighth provides that each person who is or was or had agreed to
become a director or officer of the Company, and each such person who is or was
serving or who had agreed to serve at the request of the Board of Directors or
an officer of the Company as an employee or agent of the Company, or as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise (including the heirs, executors,
administrators or estate of such person) shall be indemnified by the Company to
the full extent permitted by the Delaware GCL or any other applicable laws as
presently or hereafter in effect. Under Article Eighth, subject to the
limitations on indemnification imposed by the Delaware GCL, a large award
against an officer or director or other appropriate individual could be paid by
the Company, which could materially reduce the assets of the Company.
Article Eighth provides that, without limiting the generality or effect
of the foregoing, the Company may enter into one or more agreements with any
person which provide for indemnification greater or different than that provided
in Article Eighth. Finally, Article Eighth and Article Ninth each provide that
any repeal or modification of such article shall not adversely affect any right
or protection existing thereunder immediately prior to such repeal or
modification.
At present there is no pending litigation or proceeding involving a
director or officer of the Company in which indemnification would be required or
permitted by the indemnification agreements. The Board of Directors is not aware
of any threatened litigation or proceeding which may result in a claim for
indemnification under any such indemnification agreement.
Elimination of Liability in Certain Circumstances
Under the Delaware GCL, Article Ninth protects the Company's directors
against monetary damages for breaches of their duty of care, except as set forth
below. The inclusion of Article Ninth in the Company's Certificate of
Incorporation means that the Company and its shareholders forego the ability to
bring a cause of action against a director for monetary damages for certain
breaches of fiduciary duty, including actions in connection with proposals for
the acquisition of control of the Company. Directors remain liable for breaches
of their duty of loyalty to the Company and its shareholders, as well as acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law and transactions from which a director derives improper
personal benefit. Also, Article Ninth does not eliminate director liability
under Section 174 of the Delaware GCL, which makes directors personally liable
for unlawful dividends or unlawful stock repurchases or redemptions and
expressly sets forth a negligence standard with respect to such liability.
Although Article Ninth provides directors with protection from awards
of monetary damages for breaches of the duty of care, it does not eliminate the
directors' duty of care. Accordingly, Article Ninth has no effect on the
availability of equitable remedies such as an injunction or rescission based
upon a director's breach of the duty of care. The provisions of Article Ninth
which eliminate liability as described above applies to officers of the Company
only if they are directors of the Company and are acting in their capacity as
directors, and does not apply to officers of the Company who are not directors.
3
<PAGE> 4
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following instruments and documents are included as Exhibits to
this Registration Statement. Exhibits incorporated by reference are so indicated
by parenthetical information.
Exhibit
Number Exhibit
4.1 - Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-4, No. 333-24141)
4.2 - Certificate of Amendment to Certificate of Incorporation of
the Company (incorporated by reference to Exhibit 3.2 to the
Company's Registration on Form S-4, No. 333-24141)
4.3 - Bylaws of the Company (incorporated by reference to Exhibit
3.3 to the Company's Registration Statement on Form
S-4, No. 333-24141)
4.4.1 - GulfMark International, Inc. Amended and Restated 1993
Non-Employee Director Stock Option Plan (incorporated by
reference to Exhibit 10.7 to the Company's Registration
Statement on Form S-1, No. 333-31139).
4.4.2 - Amendment No. 1 to the GulfMark International, Inc. Amended
and Restated 1993 Non-Employee Director Stock Option Plan
(incorporated by reference to Exhibit 10.8 to the Company's
Registration Statement on Form S-1, No. 333-31139).
4.4.3 - GulfMark Offshore, Inc. Instrument of Assumption and
Adjustment (GulfMark International, Inc. Amended and Restated
1993 Non-Employee Director Stock Option Plan) (incorporated by
reference to Exhibit 10.9 to the Company's Registration
Statement on Form S-1, No. 333-31139).
4.4.4 - Form of Stock Option Agreement (GulfMark International, Inc.
Amended and Restated 1993 Non-Employee Director Stock Option
Plan) (incorporated by reference to Exhibit 10.10 to the
Company's Registration Statement on Form S-1, No. 333-31139).
4.4.5 - Form of Amendment No. 1 to Stock Option Agreement (GulfMark
International, Inc. Amended and Restated 1993 Non-Employee
Director Stock Option Plan) (incorporated by reference to
Exhibit 10.11 to the Company's Registration Statement on
Form S-1, No. 333-31139).
4.4.6 - Form of Stock Option Agreement (GulfMark Offshore, Inc. 1993
Non-Employee Director Stock Option Plan) (incorporated by
reference to Exhibit 10.12 to the Company's Registration
Statement on Form S-1; No. 333-31139).
4.5.1 - GulfMark International, Inc. 1987 Stock Option Plan
(incorporated by reference to Exhibit No. 10.1 to the
Registration Statement on Form S-4 No. 333-24141).
4.5.2 - Amendment to the GulfMark International, Inc. 1987 Stock
Option Plan, as amended (incorporated by reference to
Exhibit 10.2 to the Company's Registration Statement on
Form S-1, No. 333-31139).
*4.5.3 - GulfMark Offshore, Inc. Amended and Restated Instrument of
Assumption and Adjustment (GulfMark International, Inc. 1987
Stock Option Plan).
4.5.4 - Form of Incentive Stock Option Agreement (GulfMark
International, Inc. 1987 Stock Option Plan) (incorporated by
reference to Exhibit 10.4 to the Company's Registration
Statement on Form S-1, No. 333-31139).
4.5.5 - Form of Amendment No. 1 to Incentive Stock Option Agreement
(GulfMark International, Inc. 1987 Stock Option Plan, as
amended) (incorporated by reference to Exhibit 10.5 to the
Company's Registration Statement on Form S-1, No. 333-31139).
4.5.6 - Form of Incentive Stock Option Agreement (GulfMark Offshore,
Inc. 1987 Stock Option Plan) (incorporated by reference to
Exhibit 10.6 to the Company's Registration Statement on
Form S-1, No. 333-31139).
4.6.1 - GulfMark Offshore, Inc. Instrument of Assumption and
Adjustment (GulfMark International, Inc. Director
Stock Option Agreements) (incorporated by reference to
Exhibit 10.13 to the Company's Registration Statement on
Form S-1, No. 333-31139).
4.6.2 - Form of Stock Option Agreement (Gulfmark International, Inc.
Director Stock Options) (incorporated by reference to Exhibit
10.14 to the Company's Registration Statement on Form S-1,
No. 333-31139).
4.6.3 - Form of Amendment No. 1 to Stock Option Agreement (GulfMark
International, Inc. Director Stock Options) (incorporated by
reference to Exhibit 10.15 to the Company's Registration
Statement on Form S-1, No. 333-31139).
4.7 - Specimen Certificate for the Company's Common Stock, $0.01
par value (incorporated by reference to Exhibit 4.2 to the
Company's Registration Statement on Form S-1, No. 333-31139).
*5.1 - Opinion of Griggs & Harrison, P.C.
23.1 - Consent of Griggs & Harrison, P.C. (included in Exhibit 5.1)
*23.2 - Consent of Arthur Andersen LLP with respect to the
financial statements of GulfMark Offshore, Inc.
- ---------------
*Filed herewith
4
<PAGE> 5
Item 9. Undertakings
(a) The Company 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, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective Registration
Statement.
(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 (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, 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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Exchange Act) 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.
(h) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions described under Item 6 above, or otherwise,
the Company has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses
5
<PAGE> 6
incurred or paid by a director, officer or controlling person of the Company 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 Company 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 Securities Act and will be governed by the final
adjudication of such issue.
6
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, GulfMark
Offshore, Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on August 15, 1997.
GULFMARK OFFSHORE, INC.
By: /s/ FRANK R. PIERCE
---------------------------------
Frank R. Pierce
Executive Vice President
and Chief Financial Officer
(Principal Financial Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or Amendment has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ DAVID J. BUTTERS Director and August 15, 1997
- ------------------------------------------ Chairman of the Board
(David J. Butters)
/s/ NORMAN G. COHEN Director August 15, 1997
- ------------------------------------------
(Norman G. Cohen)
/s/ MARSHALL A. CROWE Director August 15, 1997
- ------------------------------------------
(Marshall A. Crowe)
/s/ LOUIS S. GIMBEL, 3RD Director August 15, 1997
- ------------------------------------------
(Louis S. Gimbel, 3rd)
/s/ ROBERT B. MILLARD Director August 15, 1997
- ------------------------------------------
(Robert B. Millard)
/s/ BRUCE A. STREETER President and Chief Operating August 15, 1997
- ------------------------------------------ Officer (Principal Executive
(Bruce A. Streeter) Officer) and Director
/s/ FRANK R. PIERCE Executive Vice President August 15, 1997
- ------------------------------------------ (Principal Financial Officer)
(Frank R. Pierce)
/s/ KEVIN D. MITCHELL Controller August 15, 1997
- ------------------------------------------ (Principal Accounting Officer)
(Kevin D. Mitchell)
</TABLE>
7
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
- ------- -------
<S> <C>
4.1 - Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-4, No. 333-24141)
4.2 - Certificate of Amendment to Certificate of Incorporation of
the Company (incorporated by reference to Exhibit 3.2 to the
Company's Registration on Form S-4, No. 333-24141)
4.3 - Bylaws of the Company (incorporated by reference to Exhibit
3.3 to the Company's Registration Statement on Form
S-4, No. 333-24141)
4.4.1 - GulfMark International, Inc. Amended and Restated 1993
Non-Employee Director Stock Option Plan (incorporated by
reference to Exhibit 10.7 to the Company's Registration
Statement on Form S-1, No. 333-31139).
4.4.2 - Amendment No. 1 to the GulfMark International, Inc. Amended
and Restated 1993 Non-Employee Director Stock Option Plan
(incorporated by reference to Exhibit 10.8 to the Company's
Registration Statement on Form S-1, No. 333-31139).
4.4.3 - GulfMark Offshore, Inc. Instrument of Assumption and
Adjustment (GulfMark International, Inc. Amended and Restated
1993 Non-Employee Director Stock Option Plan) (incorporated by
reference to Exhibit 10.9 to the Company's Registration
Statement on Form S-1, No. 333-31139).
4.4.4 - Form of Stock Option Agreement (GulfMark International, Inc.
Amended and Restated 1993 Non-Employee Director Stock Option
Plan) (incorporated by reference to Exhibit 10.10 to the
Company's Registration Statement on Form S-1, No. 333-31139).
4.4.5 - Form of Amendment No. 1 to Stock Option Agreement (GulfMark
International, Inc. Amended and Restated 1993 Non-Employee
Director Stock Option Plan) (incorporated by reference to
Exhibit 10.11 to the Company's Registration Statement on
Form S-1, No. 333-31139).
4.4.6 - Form of Stock Option Agreement (GulfMark Offshore, Inc. 1993
Non-Employee Director Stock Option Plan) (incorporated by
reference to Exhibit 10.12 to the Company's Registration
Statement on Form S-1; No. 333-31139).
4.5.1 - GulfMark International, Inc. 1987 Stock Option Plan
(incorporated by reference to Exhibit No. 10.1 to the
Registration Statement on Form S-4 No. 333-24141).
4.5.2 - Amendment to the GulfMark International, Inc. 1987 Stock
Option Plan, as amended (incorporated by reference to
Exhibit 10.2 to the Company's Registration Statement on
Form S-1, No. 333-31139).
*4.5.3 - GulfMark Offshore, Inc. Amended and Restated Instrument of
Assumption and Adjustment (GulfMark International, Inc. 1987
Stock Option Plan).
4.5.4 - Form of Incentive Stock Option Agreement (GulfMark
International, Inc. 1987 Stock Option Plan) (incorporated by
reference to Exhibit 10.4 to the Company's Registration
Statement on Form S-1, No. 333-31139).
4.5.5 - Form of Amendment No. 1 to Incentive Stock Option Agreement
(GulfMark International, Inc. 1987 Stock Option Plan, as
amended) (incorporated by reference to Exhibit 10.5 to the
Company's Registration Statement on Form S-1, No. 333-31139).
4.5.6 - Form of Incentive Stock Option Agreement (GulfMark Offshore,
Inc. 1987 Stock Option Plan) (incorporated by reference to
Exhibit 10.6 to the Company's Registration Statement on
Form S-1, No. 333-31139).
4.6.1 - GulfMark Offshore, Inc. Instrument of Assumption and
Adjustment (GulfMark International, Inc. Director
Stock Option Agreements) (incorporated by reference to
Exhibit 10.13 to the Company's Registration Statement on
Form S-1, No. 333-31139).
4.6.2 - Form of Stock Option Agreement (Gulfmark International, Inc.
Director Stock Options) (incorporated by reference to Exhibit
10.14 to the Company's Registration Statement on Form S-1,
No. 333-31139).
4.6.3 - Form of Amendment No. 1 to Stock Option Agreement (GulfMark
International, Inc. Director Stock Options) (incorporated by
reference to Exhibit 10.15 to the Company's Registration
Statement on Form S-1, No. 333-31139).
4.7 - Specimen Certificate for the Company's Common Stock, $0.01
par value (incorporated by reference to Exhibit 4.2 to the
Company's Registration Statement on Form S-1, No. 333-31139).
*5.1 - Opinion of Griggs & Harrison, P.C.
23.1 - Consent of Griggs & Harrison, P.C. (included in Exhibit 5.1)
*23.2 - Consent of Arthur Andersen LLP with respect to the
financial statements of GulfMark Offshore, Inc.
</TABLE>
- ---------------
*Filed herewith
<PAGE> 1
EXHIBIT 4.5.3
GULFMARK OFFSHORE, INC.
AMENDED AND RESTATED INSTRUMENT OF ASSUMPTION AND ADJUSTMENT
(GulfMark International Inc. 1987 Stock Option Plan, as amended)
This Amended and Restated Instrument of Assumption and Adjustment (the
"Assumption") dated effective as of May 1, 1997 is executed by GULFMARK
OFFSHORE, INC., a Delaware corporation ("New GulfMark") and amends, restates and
supercedes in its entirety that certain Instrument of Assumption and Adjustment
dated as of April 30, 1997 executed by New GulfMark in accordance with the
provisions of that certain Agreement and Plan of Distribution dated December 5,
1995 ("Distribution Agreement") by and among GULFMARK INTERNATIONAL, INC.
("GulfMark"), New GulfMark and ENERGY VENTURES, INC. ("EVI") in connection with
the stock distributions described below. All capitalized terms in this
Assumption shall have the meaning assigned them in this preamble or in Paragraph
2, as applicable.
1. Purpose. The purpose of this Assumption is to effect (a) the
adoption and assumption by New GulfMark of the GulfMark Stock Option Plan as of
the Distribution Date, (b) the assumption by New GulfMark of, and the
substitution of New GulfMark Common Stock for GulfMark Common Stock with
respect to, each outstanding GulfMark Stock Option as of the Distribution Date,
(c) an adjustment in the exercise price and number of shares subject to each
outstanding GulfMark Stock Option as of the Distribution Date in accordance
with the requirements of Section 424 of the Code, as required by the
Distribution Agreement, to preserve the aggregate intrinsic value of each
option and the ratio of the exercise price to the market value per share, and
(d) an adjustment in the aggregate number of shares issued or reserved for
issuance pursuant to the Assumed Stock Option Plan in accordance with the
antidilution adjustment provisions of the GulfMark Stock Option Plan.
2. Definitions. Capitalized terms shall have the meanings
ascribed to such terms in the preamble to this Assumption and as follows:
(a) Assumed Stock Option Plan: the GulfMark
International, Inc. 1987 Stock Option Plan, as amended, as assumed and
adopted by New GulfMark from and after the Distribution Date.
(b) Code: the Internal Revenue Code of 1986, as amended,
and the regulations promulgated thereunder.
(c) Distribution: the distribution by GulfMark of all
the outstanding shares of New GulfMark Common Stock to the
stockholders of record of GulfMark Common Stock as of the record date
for the Distribution at the rate of two shares of New GulfMark Common
Stock per share of GulfMark Common Stock.
(d) Distribution Date: April 30, 1997.
(e) GulfMark Common Stock: the common stock, par value
$1.00 per share, of GulfMark.
<PAGE> 2
(f) GulfMark Stock Option: any option to purchase shares
of GulfMark Common Stock outstanding under the GulfMark Stock Option
Plan immediately prior to the Distribution Date.
(g) GulfMark Stock Option Agreement: any agreement
between GulfMark and a holder of GulfMark Stock Options granted
pursuant to the GulfMark Stock Option Plan.
(h) GulfMark Stock Option Plan: the GulfMark
International, Inc. 1987 Stock Option Plan, as amended.
(i) New GulfMark Adjusted Stock Option: any GulfMark
Stock Option, as adjusted and assumed by New GulfMark pursuant to this
Assumption from and after the Distribution Date.
(j) New GulfMark Common Stock: the common stock, $.01
par value per share, of New GulfMark.
3. Assumption of GulfMark Stock Option Plan. As of the
Distribution Date, New GulfMark hereby adopts and assumes the GulfMark Stock
Option Plan, all outstanding GulfMark Stock Options granted thereunder, and all
GulfMark Stock Option Agreements relating to outstanding GulfMark Stock Options
granted pursuant to the GulfMark Stock Option Plan. From and after the
Distribution Date,
(a) All references to the "Company" in the GulfMark Stock
Option Plan and in any GulfMark Stock Option Agreement shall mean New
GulfMark.
(b) All references to "Common Stock" in the GulfMark
Stock Option Plan and in any GulfMark Stock Option Agreement shall
mean the New GulfMark Common Stock.
(c) All references to "Plan" in the GulfMark Stock Option
Plan or in any GulfMark Stock Option Agreement shall mean the Assumed
Stock Option Plan.
4. Treatment of Outstanding GulfMark Stock Options. Effective as
of the Distribution Date, each outstanding GulfMark Stock Option shall
constitute a New GulfMark Adjusted Stock Option to purchase New GulfMark Common
Stock, and in accordance with the antidilution adjustment provisions of the
GulfMark Stock Option Plan, the number of shares covered by, and the exercise
price of, each GulfMark Stock Option, and the remaining terms and conditions of
each outstanding GulfMark Stock Option shall be adjusted as follows:
(a) The grant date of each New GulfMark Adjusted Stock
Option shall be the date of grant of the GulfMark Stock Option
replaced thereby, and the expiration date of each New GulfMark
Adjusted Stock Option shall be the expiration date of the GulfMark
Stock Option replaced thereby.
- 2 -
<PAGE> 3
(b) The number of shares of New GulfMark Common Stock
covered by each New GulfMark Adjusted Stock Option shall be the number
of shares covered by the GulfMark Stock Option being replaced thereby,
multiplied by a fraction equal to the ratio of the pre-Distribution
market price per share of GulfMark Common Stock to the
post-Distribution market price per share of New GulfMark Common Stock.
(c) The per share exercise price of each New GulfMark
Adjusted Stock Option shall be the exercise price per share of the
GulfMark Stock Option being replaced thereby, multiplied by a fraction
equal to the ratio of the post-Distribution market price per share of
the New GulfMark Common Stock to the pre-Distribution market price per
share of GulfMark Common Stock.
(d) For purposes of the foregoing adjustments, (i) the
pre-Distribution market price per share of GulfMark Common Stock shall
be deemed to be the closing price per share of GulfMark Common Stock
as reported by The Nasdaq Stock Market on the last day on which
GulfMark Common Stock is traded on The Nasdaq Stock Market, and (ii)
the post-Distribution market price per share of New GulfMark Common
Stock shall be deemed to be the closing price per share of New
GulfMark Common Stock as reported by The Nasdaq Stock Market on the
first day on which New GulfMark Common Stock is traded on The Nasdaq
Stock Market following the Distribution.
(e) The vesting and exercise provisions of each New
GulfMark Adjusted Stock Option shall be identical to the vesting and
exercise provisions of the GulfMark Stock Option replaced thereby.
(f) The remaining terms and conditions of each New
GulfMark Adjusted Stock Option shall be substantially the same as in
effect for the GulfMark Stock Option replaced thereby; provided,
however, that service with GulfMark prior to the Distribution shall be
treated under each New GulfMark Adjusted Stock Option as service with
New GulfMark.
5. Adjustment of Aggregate Number of Option Shares. Pursuant to
the antidilution adjustment provisions of the GulfMark Stock Option Plan, the
total number of option shares that may be granted pursuant to the Assumed Stock
Option Plan shall be as follows:
- 3 -
<PAGE> 4
<TABLE>
<CAPTION>
GulfMark Stock New GulfMark Assumed
Option Plan Stock Option Plan
(Originally Authorized) (As Adjusted)
--------------------- -----------
<S> <C> <C><C> <C>
Option Shares Exercised 32,567 32,567
Option Shares Outstanding 37,000 [ ] *
Option Shares Available 130,433 260,866 **
------- -------
Total 200,000 [ ] ***
======= =======
</TABLE>
*To be supplied by post-Distribution Date exhibit on May 2, 1997, with
each outstanding GulfMark Stock Option being adjusted in accordance
with Section 424 of the Code, as required by the Distribution
Agreement and as set forth in Section 4(b) above, to preserve
aggregate intrinsic value and the ratio of the exercise price to the
market value per share.
**Each remaining option share being adjusted to reflect the
Distribution of two shares of New GulfMark Common Stock per share of
GulfMark Common Stock.
***To be supplied by post-Distribution Date exhibit on May 2, 1997.
6. Intent of Option and Plan Adjustments. The adjustments to
each outstanding GulfMark Stock Option are designed solely to preserve the
aggregate intrinsic value of each option and the ratio of the exercise price to
the market value per share, in accordance with the requirements of Section 424
of the Code, as required by the Distribution Agreement and as permitted by
Article VIII of the GulfMark Stock Option Plan. The adjustments to the
aggregate number of shares issued and reserved for issuance pursuant to the
GulfMark Stock Option Plan are designed solely (i) to give effect to the
adjustment in outstanding option shares described above, and (ii) to reflect
the two-for-one nature of the Distribution.
7. Termination of GulfMark Obligations. From and after the
Distribution Date, all obligations of GulfMark pursuant to (i) the GulfMark
Stock Option Plan, (ii) all outstanding GulfMark Stock Options granted
thereunder, and (iii) all GulfMark Stock Option Agreements relating to
outstanding GulfMark Stock Options granted pursuant to the GulfMark Stock
Option Plan, respectively, shall terminate, and neither GulfMark nor EVI shall
have any further obligation whatsoever thereunder.
8. Miscellaneous. This Assumption is executed and shall
constitute an instrument supplemental to the GulfMark Stock Option Plan and
shall be construed with and as a part of the GulfMark Stock Option Plan.
Except as modified and expressly amended by this Assumption and any other
supplement or amendment, the GulfMark Stock Option Plan is in all respects
adopted, assumed, ratified and confirmed by New GulfMark, and all of the terms
provisions and conditions thereof, as supplemented hereby, shall be and remain
in full force and effect.
- 4 -
<PAGE> 5
DATED effective as of May 1, 1997.
GULFMARK OFFSHORE, INC.
By: /s/ FRANK R. PIERCE
-----------------------------------------
Frank R. Pierce, Executive Vice President
- 5 -
<PAGE> 6
EXHIBIT A
TO INSTRUMENT OF ASSUMPTION AND ADJUSTMENT
(GULFMARK INTERNATIONAL INC. 1987 STOCK OPTION PLAN, AS AMENDED)
<TABLE>
<CAPTION>
GulfMark Stock New GulfMark Assumed
Option Plan Stock Option Plan
(Originally Authorized) (As Adjusted)
--------------------- -----------
<S> <C> <C> <C>
Option Shares Exercised 32,567 32,567
Option Shares Outstanding 36,100 177,389 *
Option Shares Available 131,333 262,666 **
------- -------
Total 200,000 472,621
======= =======
</TABLE>
*Each outstanding GulfMark Stock Option being adjusted in accordance
with Section 424 of the Code, as required by the Distribution
Agreement and as set forth in Section 4(b) above, to preserve
aggregate intrinsic value and the ratio of the exercise price to the
market value per share.
**Each remaining option share being adjusted to reflect the
Distribution of two shares of New GulfMark Common Stock per share of
GulfMark Common Stock.
- 6 -
<PAGE> 1
EXHIBIT 5.1
GRIGGS & HARRISON, P.C.
1301 McKinney, Suite 3200
Houston, Texas 77010-3033
Telephone -- 713-651-0600
Facsimile -- 713-651-1944
August 15, 1997
GulfMark Offshore, Inc.
5 Post Oak Park, Suite 1170
Houston, Texas 77027
Re: Stock Option Plans and Stock Option Policy
Gentlemen:
We have acted as counsel for GulfMark Offshore, Inc., a Delaware
corporation (the "Company"), in connection with the following stock option plans
and policy:
Amended and Restated 1993 Non-Employee Director Stock Option Plan
1987 Stock Option Plan
1988 Non-Employee Director Option Policy
as amended (the "Plans and Policy"). We have examined such documents, records
and matters of law as we have deemed necessary for purposes of this opinion, and
based thereupon, we are of the opinion that the shares of the Company's Common
Stock, par value $.01 per share, when issued pursuant to the Plans and Policy in
accordance with the terms and provisions thereof, will be duly authorized,
validly issued, fully-paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Form S-8 Registration Statement filed by the Company to effect registration of
the shares issued pursuant to the Plans and Policy under the Securities Act of
1933.
Very truly yours,
GRIGGS & HARRISON, P.C.
/s/ Griggs & Harrison, P.C.
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated May 30,
1997 on GulfMark Offshore, Inc.'s financial statements for the year ended
December 31, 1996, included in GulfMark Offshore, Inc.'s final Prospectus filed
pursuant to Rule 424(b) on August 15, 1997, and all references to our Firm
included in this Registration Statement.
ARTHUR ANDERSEN LLP
Houston, Texas
August 15, 1997
