As filed with the Securities and Exchange Commission on February 12, 1998.
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Gulf Island Fabrication, Inc.
(Exact name of registrant as specified in its charter)
Louisiana 583 Thompson Road 72-1147390
(State or other Houma, Louisiana 70363 (I.R.S. Employer
jurisdiction (504) 872-2100 Identification No.)
of incorporation (Address, including zip code,
or organization) and telephone number, including
area code, of Registrant's
principal executive offices)
Long-Term Incentive Plan
(Full title of plan)
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)
Copy to:
Margaret F. Murphy
Jones, Walker, Waechter,
Poitevent, Carrere & Denegre, L.L.P.
201 St. Charles Avenue
New Orleans, LA 70170-5100
(504) 582-8242
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================
Proposed Proposed
maximum maximum Amount of
Title of each class of Amount to be offering price aggregate registration
securities to be registered registered(1) per share offering price fee
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
no par value per share(3) 213,000 shares $ 7.500(2) $ 1,597,500(2) $ 472
180,000 shares 16.875(2) $ 3,037,500(2) $ 897
88,000 shares 18.000(2) $ 1,584,000(2) $ 468
519,000 shares 22.500(3) $11,677,500 $ 3,445
--------------- ------------- ---------
Total 1,000,000 shares $17,896,500 $ 5,282
================================================================================================
(1)Upon a stock split, stock dividend or similar transaction in the future and during the
effectiveness of this Registration Statement involving Common Stock of the Company,
the 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)Computed in accordance with Rule 457(h) under the Securities Act of 1933, calculated based
upon the price at which currently outstanding options granted under the Plan are exercisable.
(3)Estimated solely for the purpose of calculating the registration fee pursuant to Rule
457(h) under the Securities Act of 1933, based on the average of the high and low prices
of a share of Common Stock reported on the Nasdaq Stock Market on February 6, 1998.
</TABLE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by Gulf
Island Fabrication, Inc. (the "Company") with the Securities and
Exchange Commission (the "Commission"), are incorporated herein
by reference:
(a) The Company's prospectus dated November 19, 1997 filed
pursuant to Rule 424(b) under the Securities Act of 1933;
(b) The Company's Quarterly Report on Form 10-Q for the
quarters ended March 31, 1997, June 30, 1997 and September 30,
1997, each filed pursuant to Section 13 of the 1934 Act.
(c) The Company's Current Reports on Form 8-K dated August
25, 1997 and January 1, 1998, as amended by Form 8-K/A-1 filed
February 11, 1998.
(d) The description of the Common Stock included in Item 1
of the Company's Registration Statement on Form 8-A dated March
27, 1997.
All reports filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold shall,
except to the extent otherwise provided by Regulation S-K or any
other rule promulgated by the Commission, be deemed to be
incorporated by reference in this Registration Statement and to
be part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
In accordance with Louisiana law, the Company's Articles
(described further below) contain provisions eliminating the
personal liability of directors and officers to the Company and
its shareholders for monetary damages for breaches of their
fiduciary duties as directors or officers, except for (i) a
breach of a director's or officer's duty of loyalty to the
Company or its shareholders, (ii) acts or omissions not in good
faith or that involve intentional misconduct or a knowing
violation of law, (iii) dividends or stock repurchases or
redemptions that are illegal under Louisiana law and (iv) any
transaction from which a director or officer receives an improper
personal benefit. As a result of the inclusion of such
provisions, shareholders may be unable to recover monetary
damages against directors or officers for actions taken by them
that constitute negligence or gross negligence or that are in
violation of their fiduciary duties, although it may be possible
to obtain injunctive or other equitable relief with respect to
such actions. If equitable remedies are found not to be
available to shareholders in any particular case, shareholders
may not have any effective remedy against the challenged conduct.
The Company believes that these provisions are necessary to
attract and retain qualified individuals to serve as directors
and officers. In addition, such provisions will allow directors
and officers to perform their duties in good faith without undue
concern about personal liability if a court finds their conduct
to have been negligent or grossly negligent. On the other hand,
the potential remedies available to a Company shareholder will be
limited, and it is possible, although unlikely, that directors or
officers protected by these provisions may not demonstrate the
same level of diligence or care that they would otherwise
demonstrate.
The Company's By-laws require the Company to indemnify its
officers and directors against certain expenses and costs,
judgments, settlements and fines incurred in the defense of any
claim, including any claim brought by or in the right of the
Company, to which they were made parties by reason of being or
having been officers or directors, subject to certain conditions
and limitations.
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 executive
officer that are in excess of the coverage provided by any such
insurance, provided that the director or executive officer meets
certain standards of conduct. 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 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
5 Opinion of Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Legier & Materne, apac.
23.3 Consent of Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P. (included in Exhibit 5).
__________
Item 9. 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
respect 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 amend-
ment 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
proceedings) 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 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 New Orleans, State of Louisiana, on February 4,
1998.
GULF ISLAND FABRICATION, INC.
By: /S/ Kerry J. Chauvin
---------------------------------
Kerry J. Chauvin
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
immediately below constitutes and appoints Alden J. Laborde and Kerry J.
Chauvin, or either of them, 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, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Capacity Date
--------- -------- ----
/s/ Alden J. Laborde Chairman of the Board February 4, 1998
- ---------------------
Alden J. Laborde
/s/ Kerry J. Chauvin President, Chief Executive Officer February 4, 1998
- --------------------- and Director
Kerry J. Chauvin (Principal Executive Officer)
/s/ Joseph P. Gallagher, III Vice President - Finance, February 4, 1998
- ----------------------- Chief Financial Officer,
Joseph P. Gallagher, III Secretary and Treasurer
(Principal Financial and Accounting Officer)
/s/ Stephen G. Benton, Jr. Director February 4, 1998
- ------------------------
Stephen G. Benton, Jr.
/s/ Gregory J. Cotter Director February 4, 1998
- ------------------------
Gregory J. Cotter
/s/ Thomas E. Fairley Director February 4, 1998
- ------------------------
Thomas E. Fairley
/s/ Hugh J. Kelly Director February 4, 1998
- ------------------------
Hugh J. Kelly
/s/ John P. Laborde Director February 4, 1998
- ------------------------
John P. Laborde
/s/ Huey J. Wilson Director February 4, 1998
- ------------------------
Huey J. Wilson
Jones, Walker EXHIBIT 5
Waechter, Poitevent
Carrere & Denegre, L.L.P.
February 11, 1998
Gulf Island Fabrication, Inc.
583 Thompson Road
Houma, Louisiana 70363
Gentlemen:
We have acted as counsel for Gulf Island Fabrication, Inc.,
a Louisiana corporation (the "Company"), in connection with the
preparation of a Registration Statement on Form S-8 (the
"Registration Statement") to be filed by the Company with the
Securities and Exchange Commission under the Securities Act of
1933, as amended, relating to the offering by the Company of
1,000,000 shares (the "Shares") of common stock, $.01 par value
for each share, pursuant to the terms of the Gulf Island
Fabrication, Inc. Long-Term Incentive Plan (the "Plan").
Based upon the foregoing and upon our examination of such
matters as we deem necessary to furnish this opinion, we are of
the opinion that the Shares have been duly authorized and, when
issued upon the terms described in the Plan and the Registration
Statement, will be validly issued and outstanding, fully paid and
nonassessable.
We consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
JONES, WALKER, WAECHTER,
POITEVENT, CARRERE & DENEGRE, L.L.P.
By: /s/ Margaret F. Murphy
----------------------------------
Margaret F. Murphy
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated
January 23, 1997, except for the third paragraph of Note 1
and the second paragraph of Note 9 which are as of February
13, 1997, the third paragraph of Note 9 which is as of
February 14, 1997, and the fourth paragraph of Note 9 which
is as of October 28, 1997, which appears on page F-8 of the
Prospectus constituting part of the Registration Statement
(No. 333-39695) on Form S-1 of Gulf Island Fabrication, Inc.
We also consent to the application of such report to the
Financial Statement Schedule for the three years ended
December 31, 1996 listed under Item 16(b) of the
Registration Statement (No. 333-39695) when such schedule is
read in conjunction with the financial statements referred
to in our report on the aforementioned financial statements
of Gulf Island Fabrication, Inc. The audits referred to in
such report also include this schedule. We also consent to
the incorporation by reference of our report dated January
23, 1997 relating to the combined financial statements of
Dolphin Services, Inc., Dolphin Sales and Rentals, Inc. and
Dolphin Steel Sales, Inc., which appears on page F-26 in the
Prospectus constituting part of the Registration Statement
(No. 333-39695) on Form S-1 of Gulf Island Fabrication, Inc.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
New Orleans, Louisiana
February 11, 1998
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the registration statement
dated February 12, 1998 of Gulf Island Fabrication, Inc. on Form S-8 of our
report dated February 25, 1997, of our audit of the consolidated financial
statements of Southport, Inc. as of December 31, 1996, and for the year then
ended.
LEGIER & MATERNE, apac
New Orleans, Louisiana
February 12, 1998
