As filed with the Securities and Exchange Commission on April 3, 1997.
Registration No. 333-21863
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 4
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GULF ISLAND FABRICATION, INC.
(Exact name of registrant as specified in its charter)
Louisiana 3441 72-1147390
(State or other (Primary Standard Industrial I.R.S. Employer
jurisdiction of Classification Code Number) Identification No.)
incorporation
583 Thompson Road
Houma, Louisiana 70363
(504) 872-2100
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
Kerry J. Chauvin
President and Chief Executive Officer
Gulf Island Fabrication, Inc.
583 Thompson Road
Houma, Louisiana 70363
(504) 872-2100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Carl C. Hanemann Thomas P. Mason
Jones, Walker, Waechter, Poitevent, Andrews & Kurth L.L.P.
Carrere & Denegre, L.L.P. 4200 Texas Commerce Tower
201 St. Charles Avenue 600 Travis, Suite 4200
New Orleans, Louisiana 70170 Houston, Texas 77002
(504) 582-8000 (713) 220-4200
__________________________
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes
effective.
__________________________
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, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
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. / /
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, as amended, or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to
Section 8(a), may determine.
<PAGE>
EXPLANATORY NOTE
This Amendment No. 4 to the Registration Statement contains only Part II
of the Registration Statement and is being filed solely to file an exhibit.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
Estimated expenses payable in connection with the proposed sale
of Common Stock covered hereby are as follows:
SEC registration fee $ 11,152
NASD filing fee 4,180
Printing expenses 115,000
Legal fees and expenses 100,000
Accounting fees and expenses 160,000
Blue Sky fees and expenses 5,000
(including counsel fees)
Transfer agent fees and expenses 3,500
Miscellaneous expenses 1,168
_____________
Total expenses $ 400,000
=============
Item 14. Indemnification of Directors and Officers.
The Louisiana Business Corporation Law (the "LBCL"), Section 83,
(i) gives Louisiana corporations broad powers to indemnify their present
and former directors and officers and those of affiliated corporations
against expenses incurred in the defense of any lawsuit to which they
are made parties by reason of being or having been such directors or
officers; (ii) subject to specific conditions and exclusions, gives a
director or officer who successfully defends such an action the right to
be so indemnified; and (iii) authorizes Louisiana corporations to buy
directors' and officers' liability insurance. Such indemnification is
not exclusive of any other rights to which those indemnified may be
entitled under any by-law, agreement, authorization of shareholders or
otherwise.
The Company's By-laws make mandatory the indemnification of
directors and officers permitted by the LBCL. The standard to be applied
in evaluating any claim for indemnification (excluding claims for
expenses incurred in connection with the successful defense of any
proceeding or matter therein for which indemnification is mandatory
without reference to any such standard) is whether the claimant acted in
good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the Company. With respect to any
criminal action or proceeding, the standard is that the claimant had no
reasonable cause to believe the conduct was unlawful. No indemnification
is permitted in respect of any claim, issue or matter as to which a
director or officer shall have been adjudged by a court of competent
jurisdiction to be liable for willful or intentional misconduct or to
have obtained an improper personal benefit, unless, and only to the
extent that the court shall determine upon application that, in view of
all the circumstances of the case, he is fairly and reasonably entitled
to indemnity for such expenses that the court shall deem proper.
The Company maintains liability policies to indemnify its officers
and directors against loss arising from claims by reason of their legal
liability for acts as officers and directors, subject to limitations and
conditions to be set forth in the policies.
The Underwriters have also agreed to indemnify the directors and
certain of the Company's officers against certain liabilities, including
liabilities under the Securities Act of 1933, as amended (the
"Securities Act"), or to contribute to payments that such directors and
officers may be required to make in respect thereof.
Each of the Company's directors and executive officers has entered
into an indemnity agreement with the Company, pursuant to which the
Company has agreed under certain circumstances to purchase and maintain
directors' and officers' liability insurance. The agreements also
provide that the Company will indemnify the directors and executive
officers against any costs and expenses, judgments, settlements and
fines incurred in connection with any claim involving a director or
executive officer by reason of his position as director or officer that
are in excess of the coverage provided by any such insurance, provided
that the director or officer meets certain standards of conduct. A form
of indemnity agreement containing such standards of conduct is included
as an exhibit to this Registration Statement. Under the indemnity
agreements, the Company is not required to purchase and maintain
directors' and officers' liability insurance if it is not reasonably
available or, in the reasonable judgment of the Board of Directors,
there is insufficient benefit to the Company from the insurance.
Item 15. Recent Sales of Unregistered Securities
None.
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
1.1 Form of Underwriting Agreement.*
2.1 Stock Purchase Agreement with respect to Dolphin Services,
Inc. dated January 2, 1997.*
2.2 Stock Purchase Agreement with respect to Dolphin Steel
Sales, Inc., dated January 2, 1997.*
2.3 Stock Purchase Agreement with respect to Dolphin Sales &
Rentals, Inc.*
3.1 Amended and Restated 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 Company's
Amended and Restated Articles of Incorporation and By-laws
defining the rights of holders of Common Stock.
4.2 Specimen Common Stock certificate.*
5.1 Opinion of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre L.L.P.**
10.1 Form of Indemnity Agreement by and between the Company and
each of its directors and executive officers.*
10.2 Registration Rights Agreement between the Company and Alden
J. Laborde.*
10.3 Registration Rights Agreement between the Company and Huey
J. Wilson.*
10.4 Fifth Amended and Restated Revolving Credit and Term Loan
Agreement among the Company and First National Bank of
Commerce and Whitney National Bank, dated as of October 24,
1996 (the "Bank Credit Facility").*
10.5 First Amendment to the Company's Bank Credit Facility, dated
as of January 2, 1997.*
10.6 Second Amendment to the Company's Bnak Credit Facility, dated
as of March 18, 1997.*
10.7 The Company's Long-Term Incentive Plan.*
10.8 Form of Stock Option Agreement under the Company's Long-Term
Incentive Plan.*
10.9 Form of Reimbursement Agreement.*
21.1 Subsidiaries of the Company.*
23.1 Consent of Price Waterhouse LLP.*
23.2 Consent of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre L.L.P. (included in Exhibit 5.1).**
24.1 Power of Attorney (included in the Signature Page to the
Registration Statement).*
27.1 Financial Data Schedule.*
Schedule II
* Previously filed.
** Filed herewith.
Item 17. Undertakings.
The undersigned registrant hereby undertakes to provide to the
Underwriters at the closing specified in the underwriting agreement
certificates in such denominations and registered in such names as
required by the Underwriters to permit prompt delivery to each
purchaser.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act, the information omitted from the form of
prospectus filed as part of this Registration Statement in
reliance upon Rule 430A and contained in the form of
prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be
deemed to be part of this Registration Statement as of the
time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains
a form of prospectus 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.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item
14 above, 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 Securities 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 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Amendment No. 4 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houma, State of Louisiana, on April 3, 1997.
GULF ISLAND FABRICATION, INC.
By: /s/ Kerry J. Chauvin
___________________________
Kerry J. Chauvin
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 4 to this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
_________ _____ _____
* Chairman of the Board April 3, 1997
________________________
Alden J. Laborde
/s/ Kerry J. Chauvin President, Chief Executive Officer April 3, 1997
________________________ and Director (Principal Executive
Kerry J. Chauvin Officer)
* Vice President - Finance, Chief April 3, 1997
________________________ Financial Officer, Secretary and
Joseph P. Gallagher, III Treasurer (Principal Financial
and Accounting Officer)
* Director April 3, 1997
________________________
Gregory J. Cotter
* Director April 3, 1997
________________________
Thomas E. Fairley
* Director April 3, 1997
________________________
Hugh J. Kelly
* Director April 3, 1997
________________________
John P. Laborde
* Director April 3, 1997
________________________
Huey J. Wilson
By: /s/ Kerry J. Chauvin
_____________________
Kerry J. Chauvin
Attorney-in-Fact
<PAGE>
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
For the Three Years Ended December 31, 1996
<TABLE>
<CAPTION>
=====================================================================================================
Column A Column B Column C Column D Column E
_____________________________________________________________________________________________________
Additions Deductions
______________________ ____________
Balance at Charged to Charged Balance at
Beginning Costs and to Order End of
Description of Period Expenses Accounts (Write-Offs) Period
_____________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C>
Year Ended December 31, 1994
Allowance for doubtful accounts $4,290 $ - $ - $ - $ 4,290
Year Ended December 31, 1995
Allowance for doubtful accounts 4,290 30 - - 4,320
Year Ended December 31, 1996
Allowance for doubtful accounts 4,320 - - - 4,320
</TABLE>
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description of Exhibits Page
1.1 Form of Underwriting Agreement.*
2.1 Stock Purchase Agreement with respect to Dolphin
Services, Inc. dated January 2, 1997.*
2.2 Stock Purchase Agreement with respect to Dolphin
Steel Sales, Inc., dated January 2, 1997.*
2.3 Stock Purchase Agreement with respect to Dolphin
Sales & Rentals, Inc.*
3.1 Amended and Restated 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
Company's Amended and Restated Articles of
Incorporation and By-laws defining the rights of
holders of Common Stock.
4.2 Specimen Common Stock certificate.*
5.1 Opinion of Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P.**
10.1 Form of Indemnity Agreement by and between the
Company and each of its directors and executive
officers.*
10.2 Registration Rights Agreement between the Company
and Alden J. Laborde.*
10.3 Registration Rights Agreement between the Company
and Huey J. Wilson.*
10.4 Fifth Amended and Restated Revolving Credit and
Term Loan Agreement among the Company and First
National Bank of Commerce and Whitney National
Bank, dated as of October 24, 1996 (the "Bank
Credit Facility").*
10.5 First Amendment to the Company's Bank Credit
Facility, dated as of January 2, 1997.*
10.6 Second Amendment to the Company's Bank Credit
Facility, dated March 18, 1997*
10.7 The Company's Long-Term Incentive Plan.*
10.8 Form of Stock Option Agreement under the
Company's Long-Term Incentive Plan.*
10.9 Form of Reimbursement Agreement.*
21.1 Subsidiaries of the Company*
23.1 Consent of Price Waterhouse LLP*
23.2 Consent of Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P. (included in Exhibit
5.1).**
24.1 Power of Attorney (included in the Signature Page
to the Registration Statement).*
27.1 Financial Data Schedule.*
______________________
* Previously filed.
** Filed herewith.
Exhibit 5.1
Jones, Walker, Waechter
Poitevent, Carrere &
Denegre
April 12, 1997
Gulf Island Fabrication, Inc.
583 Thompson Road
Houma, Louisiana 70363
re: Gulf Island Fabrication, Inc.
Registration Statement on Form S-1
2,300,000 Shares of Common Stock
Gentlemen:
We have acted as your counsel in connection with the
preparation of the registration statement on Form S-1
(the "Registration Statement") originally filed by Gulf
Island Fabrication, Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission"), on
February 14, 1997 (Registration No. 333-21863), with
respect to the registration of 2,300,000 shares of Common
Stock no par value per share (the "Shares"), of the
Company.
In so acting, we have examined originals, or
photostatic or certified copies, of such records of the
Company, certificates of officers of the Company and of
public officials, and such other documents as we have
deemed relevant. In such examination, we have assumed
the genuineness of all signatures, the authenticity of
all documents submitted to us as originals, the
conformity to original documents of all documents
submitted to us as certified or photostatic copies and
the authenticity of the originals of such documents.
Based upon the foregoing, we are of the opinion that
the Shares, when issued and sold upon the terms described
in the Registration Statement, will be legally issued,
fully paid and non-assessable.
We consent to the filing of this opinion, as an
exhibit to the Registration Statement and to the
reference to us in the prospectus included therein under
the caption "Legal Matters." In giving this consent, we
do not admit that we are within the category of persons
whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the general rules
and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Jones, Walker, Waechter,
Poitevent, Carrere & Denegre
JONES, WALKER, WAECHTER, POITEVENT,
CARRERE & DENEGRE, L.L.P.
