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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
GULFMARK OFFSHORE, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 76-0526032
(State of Incorporation (I.R.S. Employer
or Organization) Identification Number)
5 Post Oak Park, Suite 1170
Houston, Texas 77027
(Address of Principal Executive Offices) (Zip Code)
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If this Form relates to the registration of a If this Form relates to the registration of a
class of debt securities and is effective upon class of debt securities and is to become
filing pursuant to General Instruction A(c)(1) effective simultaneously with the effectiveness of
please check the following box. [ ] a concurrent registration statement under the
Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following
box. [ ]
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Securities to be registered pursuant to Section 12(b) of the Act: None
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Securities to be registered pursuant to Section 12(g) of the Act:
(Title of Class)
Common Stock, $0.01 par value
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The authorized capital stock of GulfMark Offshore, Inc, ("GulfMark")
consists of (i) 17,000,000 shares of GulfMark Common Stock, par value
$.01 per share ("GulfMark Common Stock"), and (ii) 2,000,000 shares of
Preferred Stock, with no par value ("GulfMark Preferred Stock"), of which
only the GulfMark Common Stock shall be registered pursuant to Section
12(g) of the Securities Exchange Act of 1934 (the "Act"). The GulfMark
Common Stock has been approved for listing on the Nasdaq National Market
System under the symbol "GMRK". The holders of shares of GulfMark Common
Stock will not be liable to further calls or assessments by GulfMark.
The description below is a summary of and is qualified in its entirety by
the provisions of GulfMark's Certificate of Incorporation as currently in
effect.
Subject to the rights of the holders of any outstanding shares of
GulfMark Preferred Stock and those rights provided by law, (i) dividends
may be declared and paid or set apart for payment upon the GulfMark
Common Stock out of any assets or funds of GulfMark legally available for
the payment of dividends and may be payable in cash, stock or otherwise,
(ii) the holders of GulfMark Common Stock have the exclusive right to
vote for the election of directors and, except as provided below, on all
other matters requiring stockholder action generally, with each share
being entitled to one vote and (iii) upon the voluntary or involuntary
liquidation, dissolution or winding up of GulfMark, the net assets of
GulfMark will be distributed pro rata to the holders of the GulfMark
Common Stock in accordance with their respective rights and interests to
the exclusion of the holders of any outstanding shares of GulfMark
Preferred Stock.
Holders of the GulfMark Common Stock do not have any cumulative voting,
redemptive or conversion rights and have no preemptive rights to
subscribe for, purchase or receive any class of shares or securities of
GulfMark. Holders of the GulfMark Common Stock have no fixed dividend
rights. Dividends may be declared by the Board of Directors at its
discretion depending on various factors, although no dividends are
anticipated for the foreseeable future. It is possible that in the
future, GulfMark may be subject to certain prohibitions on the
declaration and payment of cash dividends on the GulfMark Common Stock
under the terms of GulfMark's credit facilities.
Under Delaware law, a corporation may include provisions in its
certificate of incorporation that will relieve its directors of monetary
liability for breaches of their fiduciary duty to the corporation 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, had no reasonable cause to believe their conduct was
unlawful. GulfMark's Certificate of Incorporation provides that
GulfMark's directors are not personally liable to GulfMark or its
stockholders for monetary damages for breach of their fiduciary duty to
the full extent permitted by Delaware law. As a Delaware corporation,
GulfMark is subject to Section 203 of the Delaware General Corporation
Law.
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The Registrar and Transfer Agent for the GulfMark Common Stock is American
Stock Transfer and Trust Company, New York, New York.
ITEM 2. EXHIBITS
Registrant's Common Stock, par value $.01 per share is to be registered
pursuant to Section 12(g) of the Act. Accordingly, pursuant to Part II
of the Instructions as to Exhibits on Form 8-A, Exhibits are filed with,
or incorporated by reference in, this Registration Statement on Form 8-A
filed with the Commission, and are filed with each copy of this
Registration Statement on Form 8-A filed with the Nasdaq National Market
System.
Exhibit A. Registrant's Registration Statement on Form S-4/A (File No.
333-24141) incorporated herein by reference.
Exhibit B. Certificate of Incorporation of Registrant (incorporated
herein by reference to Exhibit 3.1 to Registrant's Registration Statement
on Form S-4 (File No. 333-24141)).
Exhibit C. Certificate of Amendment to Certificate of Incorporation of
Registrant (incorporated herein by reference to Exhibit 3.2 to
Registrant's Registration Statement on Form S-4 (File No. 333-24141)).
Exhibit D. By-Laws of Registrant (incorporated herein by reference to
Exhibit 3.3 to Registrant's Registration Statement on Form S-4 (File No.
333-24141)).
Exhibit E. Specimen certificate for Registrant's Common Stock, par value
$.01 per share.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized.
GULFMARK OFFSHORE, INC.
Dated: April 29, 1997 By: /s/ FRANK R. PIERCE
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Frank R. Pierce
Executive Vice President
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EXHIBIT INDEX
Exhibit No.
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A. Registrant's Registration Statement on Form S-4/A
(File No. 333-24141) incorporated herein by reference.
B. Certificate of Incorporation of Registrant
(incorporated herein by reference to Exhibit 3.1 to
Registrant's Registration Statement on Form S-4 (File
No. 333-24141)).
C. Certificate of Amendment to Certificate of Incorporation
of Registrant (incorporated herein by reference to
Exhibit 3.2 to Registrant's Registration Statement on
Form S-4 (File No. 333-24141)).
D. By-Laws of Registrant (incorporated herein by reference
to Exhibit 3.3 to Registrant's Registration Statement on
Form S-4 (File No. 333-24141)).
* E. Specimen certificate for Registrant's Common Stock, par
value $.01 per share.
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* Filed herewith
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GMO EXHIBIT E
GULFMARK OFFSHORE, INC.
COMMON STOCK INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK
PAR VALUE $0.01 PAR VALUE $0.01
CUSIP 402629 10 9
SEE REVERSE FOR CERTAIN DEFINITIONS
THIS IS TO CERTIFY THAT
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $0.01 EACH, OF
GULFMARK OFFSHORE, INC.
(hereinafter called the "Company"), transferable on the books of the Company in person, or by duly authorized attorney,
upon surrender of this certificate properly endorsed. The Company will furnish without charge to each stockholder who
so requests the designations, preferences and relative, participating, optional or other special rights of each class of
stock or series thereof of the Company, and the qualifications, limitations or restrictions of such preferences and/or
rights. This certificate and the shares represented hereby are issued and shall be held subject to all the provisions
of the Certificate of Incorporation of the Company and all amendments thereto and resolutions of the Board of Directors
providing for the issue of shares of the Preferred Stock (copies of which are on file in the office of the Transfer
Agent) to all of which the holder of this certificate by acceptance hereof assents. This certificate is not valid until
countersigned by the Transfer Agent and registered by the Registrar.
WITNESS the facsimile seal of the Company and the facsimile signatures of its authorized officers.
GULFMARK OFFSHORE, INC.
Dated:
By
[CORPORATE SEAL]
Secretary President
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Countersigned and Registered:
AMERICAN STOCK TRANSFER & TRUST COMPANY
(New York, New York) Transfer Agent
and Registrar
By
Authorized Officer
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GULFMARK OFFSHORE, INC.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
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TEN COM -- as tenants in common UNIF GIFT MIN ACT -- .......... Custodian ..........
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act........................
in common (State)
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Additional abbreviations may also be used though not in the above list.
For value received, ______________________ hereby sell, assign and
transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_________________________________________
| |
| |
_________________________________________
________________________________________________________________________________
Please print or typewrite name and address including postal zip code of
assignor
________________________________________________________________________________
________________________________________________________________________________
__________________________________ Shares of the Common Stock represented by
the within Certificate, and do hereby irrevocably constitute and appoint
________________________________________________________________________________
________________________________________ Attorney to transfer the said stock
on the books of the within-named Company with full power of substitution in
the premises.
Dated:_____________________________
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NOTICE:
THE SIGNATURE(S)
TO THIS ASSIGNMENT X
MUST CORRESPOND ----------------------------------------------------
WITH THE NAME(S) (SIGNATURE)
AS WRITTEN UPON
THE FACE OF THE
CERTIFICATE IN
EVERY PARTICULAR
WITH-OUT ALTERATION X
ON ENLARGEMENT OR ----------------------------------------------------
ANY CHANGE WHATEVER. (SIGNATURE)
_____________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTED
MEDALLION PROGRAM) PURSUANT TO S.E.C. RULE 17Ad-15
SIGNATURE(S) GUARANTEED BY:
_____________________________________________________
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