SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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
GULF ISLAND FABRICATION, INC.
(Exact name of Registrant as specified in its charter)
Louisiana 72-1147390
(State of incorporation or organization) (I.R.S. Employer Identification No.)
538 Thompson Road
Houma, Louisiana 70363
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered
The information required by this item is incorporated by
reference from pages 43 through 45 of the Registration Statement
on Form S-1 of the Registrant, Registration No. 333-21863 under
the heading "Description of Capital Stock," a copy of which is
included as Exhibit 4 hereto.
Item 2. Exhibits
1. Registrant's Amended and Restated Articles of
Incorporation. Incorporated herein by reference to
Exhibit 3.1 to the Registrant's Registration Statement
on Form S-1, Registration No. 333-21863 (the
"Registration Statement").
2. Registrant's Bylaws. Incorporated herein by reference
to Exhibit 3.2 to the Registrant's Registration
Statement.
3. Specimen of Common Stock certificate. Incorporated
herein by reference to Exhibit 4.2 to the Registrant's
Registration Statement.
4. Description of the Registrant's capital stock from
pages 43 through 45 of the Registrant's Registration
Statement and incorporated herein by reference.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized.
GULF ISLAND FABRICATION, INC.
/s/ Kerry J. Chauvin
------------------------------
Kerry J. Chauvin, President
and Chief Executive Officer
Date: March 24, 1997
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description Page
1 Registrant's Amended and Restated
Articles of Incorporation.*
2 Registrant's Bylaws.*
3 Specimen of Common Stock certificate of
Registrant.*
4 Description of the Registrant's capital stock
from pages 43 through 45 of the Registration
Statement on Form S-1 of the Registrant,
Registration No. 333-21863 and incorporated
herein by reference.
________________________
*Incorporated herein by reference from the Registrant's
Registration Statement on Form S-1, Registration No.
333-21863.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 20,000,000
shares of Common Stock, no par value per share, and 5,000,000 shares of
preferred stock, no par value per share, issuable in series (the
"Preferred Stock"). As of March 1, 1997, 3,500,000 shares of Common
Stock were outstanding and held of record by approximately 33 persons,
and no shares of Preferred Stock were outstanding. Prior to the
Offering, there has been no public market for the Common Stock.
Although the Common Stock has been approved for listing on the Nasdaq
National Market, there can be no assurance that a market for the Common
Stock will develop or, if developed, will be sustained. See "Risk
Factors -- No Prior Market; Possible Volatility of Market Price;
Dilution." The following description of the capital stock of the
Company is qualified in its entirety by reference to the Company's
Articles and By-laws, copies of which are filed as exhibits to the
Registration Statement of which this Prospectus forms a part.
Common Stock
Each holder of Common Stock is entitled to one vote for each share
of Common Stock held of record on all matters on which shareholders are
entitled to vote; shareholders may not cumulate votes for the election
of directors. Subject to any preferences accorded to the holders of the
Preferred Stock, if and when issued by the Board of Directors, holders
of Common Stock are entitled to dividends at such times and in such
amounts as the Board of Directors may determine. The Company currently
does not intend to pay dividends for the foreseeable future. In
addition, the Company's Bank Credit Facility contains provisions that
limit the Company from paying dividends to holders of its Common Stock.
See "Risk Factors -- Dividends" and "Dividend Policy." Upon the
dissolution, liquidation or winding up of the Company, after payment of
debts, expenses and the liquidation preference plus any accrued
dividends on any outstanding shares of Preferred Stock, the holders of
Common Stock will be entitled to receive all remaining assets of the
Company ratably in proportion to the number of shares held by them.
Holders of Common Stock have no preemptive, subscription or conversion
rights and are not subject to further calls or assessments, or rights of
redemption by the Company. The outstanding shares of Common Stock are,
and the shares of Common Stock being sold in the Offering will be,
validly issued, fully paid and nonassessable.
Preferred Stock
The Company's Board of Directors has the authority, without
approval of the stockholders, to issue shares of Preferred Stock in one
or more series and to fix the number of shares and rights, preferences
and limitations of each series. Among the specific matters with respect
to the Preferred Stock that may be determined by the Board of Directors
are the dividend rights, the redemption price, if any, the terms of a
sinking fund, if any, the amount payable in the event of any voluntary
liquidation, dissolution or winding up of the affairs of the Company,
conversion rights, if any, and voting powers, if any.
One of the effects of the existence of authorized but unissued
Common Stock and undesignated Preferred Stock may be to enable the Board
of Directors to make more difficult or to discourage an attempt to
obtain control of the Company by means of a merger, tender offer, proxy
contest or otherwise, and thereby to protect the continuity of the
Company's management. If, in the exercise of its fiduciary obligations,
the Board of Directors were to determine that a takeover proposal was
not in the Company's best interest, such shares could be issued by the
Board of Directors without stockholder approval in one or more
transactions that might prevent or make more difficult or costly the
completion of the takeover transaction by diluting the voting or other
rights of the proposed acquiror or insurgent stockholder group, by
creating a substantial voting block in institutional or other hands that
might undertake to support the position of the incumbent Board of
Directors, by effecting an acquisition that might complicate or preclude
the takeover, or otherwise. In this regard, the Company's Articles
grant the Board of Directors broad power to establish the rights and
preferences of the authorized and unissued Preferred Stock, one or more
series of which could be issued that would entitle holders (i) to vote
separately as a class on any proposed merger or consolidation, (ii) to
cast a proportionately larger vote together with the Common Stock on any
such transaction or for all purposes, (iii) to elect directors having
terms of office or voting rights greater than those of other directors,
(iv) to convert Preferred Stock into a greater number of shares of
Common Stock or other securities, (v) to demand redemption at a
specified price under prescribed circumstances related to a change of
control or (vi) to exercise other rights designated to impede a
takeover. The issuance of shares of Preferred Stock pursuant to the
Board of Directors' authority described above may adversely effect the
rights of holders of the Common Stock.
In addition, certain other charter provisions that are described
below may have the effect of, either alone or in combination with each
other or with the existence of authorized but unissued capital stock, of
making more difficult or discouraging an acquisition of the Company
deemed undesirable by the Board of Directors.
Certain Anti-takeover and Other Provisions of the Articles and By-laws
Classified Board of Directors. The Articles and By-laws divide
the members of the Board of Directors who are elected by the holders of
the Common Stock into three classes with each class to be as nearly
equal in number of directors as possible, serving three-year staggered
terms. See "Management -- Executive Officers and Directors."
Advance Notice of Intention to Nominate a Director. The Articles
and By-laws permit a stockholder to nominate a person for election as a
director only if written notice of such stockholder's intent to make a
nomination has been given to the Secretary of the Company not less than
45 days or more than 90 days prior to an annual meeting, unless less
than 55 days notice is given of the meeting, in which case notice by the
stockholder must be received on the 10th day after notice of the meeting
was given. This provision also requires that the stockholder's notice
set forth, among other things, a description of all arrangements or
understandings between the nominee and the stockholder pursuant to which
the nomination is to be made or the nominee is to be elected and such
other information regarding the nominee as would be required to be
included in a proxy statement filed pursuant to the proxy rules
promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), had the nominee been nominated by the Board of
Directors of the Company. Any nomination that fails to comply with these
requirements may be disqualified.
Shareholders' Right to Call Special Meeting. The Articles and By-
laws provide that a special shareholders' meeting may be requested by a
shareholder or group of shareholders holding in the aggregate 50% or
more of the Company's total voting power.
Shareholder Action by Unanimous Consent. Under Louisiana law,
unless a corporation's articles of incorporation specify otherwise,
shareholders may only act at a duly called meeting or by unanimous
written consent. The Company's Articles do not contain a provision
permitting action by a consent signed by less than all shareholders;
therefore, the Company's shareholders can only act at a duly called
meeting or by unanimous written consent.
Removal of Directors; Filling Vacancies on Board of Directors.
The Articles and By-laws provide that any director elected by holders of
the Common Stock may be removed at any time by a two-thirds vote of the
entire Board of Directors. In addition, any director or the entire Board
may be removed at any time for cause by a vote of the holders of not
less than two-thirds of the total voting power held by all holders of
voting stock present or represented at a special stockholders' meeting
called for that purpose. "Cause" is defined for these purposes as
conviction of a felony involving moral turpitude or adjudication of gross
negligence or misconduct in the performance of duties in a matter of
substantial importance to the Company. The Articles and By-laws also
provide that any vacancies on the Board of Directors (including any
resulting from an increase in the authorized number of directors) may
be filled by the affirmative vote of two-thirds of the directors,
provided the shareholders shall have the right, at any special meeting
called for that purpose prior to such action by the Board, to fill the
vacancy.
Adoption and Amendment of By-laws. The Articles provide that the
By-laws may be (i) adopted only by a majority vote of the Board of
Directors and (ii) amended or repealed by either a two-thirds vote of
the Board of Directors or the holders of at least 80% of the total
voting power present or represented at any shareholders' meeting. Any
provisions amended or repealed by the stockholders may be re-amended or
re-adopted by the Board of Directors.
Consideration of Tender Offers and Other Extraordinary
Transactions. Under Louisiana law, the Board of Directors, when
considering a tender offer, exchange offer, merger or consolidation, may
consider, among other factors, the social and economic effects of the
proposal on the Company, its subsidiaries and their respective
employees, customers, creditors and communities.
Amendment of Certain Provisions of the Articles; Other Corporate
Action. Under Louisiana law, unless a corporation's articles of
incorporation specify otherwise, a corporation's articles of
incorporation may be amended by the affirmative vote of the holders of
two-thirds of the voting power present at a meeting of the shareholders.
The Company's Articles require the affirmative vote of not less than 80%
of the total voting power of the Company to amend, alter or repeal
certain provisions of the Company's Articles with respect to (i) the
classification, filling of vacancies and removal of the Board of
Directors, (ii) amendments to the By-laws, (iii) the application of
certain anti-takeover provisions of the Louisiana law by which the
Company has elected not to be governed, (iv) changes to shareholder vote
requirements, (v) limitation of liability of directors and (vi)
requirements for special meetings called by shareholders. Unless
approved by a vote of at least two-thirds of the Board of Directors, a
merger, consolidation, sale of all or substantially all of the assets or
a voluntarily dissolution of the Company may be authorized only by the
affirmative vote of the holders of 80% of the total voting power.
The provisions of the Company's Articles and By-laws summarized in
the preceding paragraphs may have anti-takeover effects and may delay,
defer or prevent a tender offer or takeover attempt that a shareholder
might consider in such shareholder's best interest, including those
attempts that might result in the payment of a premium over the market
price for the shares of Common Stock held by such shareholder.
Transfer Agent and Registrar
The Transfer Agent and Registrar for the Common Stock is American
Stock Transfer and Trust Company.
