<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 21, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FRIEDE GOLDMAN INTERNATIONAL INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 3731 72-1362492
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
OF INCORPORATION OR
ORGANIZATION)
525 E. CAPITOL STREET, SUITE 402
JACKSON, MISSISSIPPI 39201
(601) 352-1107
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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J. L. HOLLOWAY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
525 E. CAPITOL STREET, SUITE 402
JACKSON, MISSISSIPPI 39201
(601) 352-1107
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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copy to: copy to:
THOMAS P. MASON ROBERT D. CAMPBELL
Andrews & Kurth L.L.P. Thompson & Knight, P.C.
4200 Texas Commerce Tower 1700 Pacific Avenue, Suite 3300
Houston, Texas 77002 Dallas, Texas 75201-4693
(713) 220-4200 (214) 969-1700
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the Registration Statement becomes effective.
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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. [X] 333-27599
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. [_]
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<TABLE>
<CAPTION>
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED PRICE(1) REGISTRATION FEE(2)
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<S> <C> <C>
Common Stock, $.01 par value............... $91,200,750 $27,637
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</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(o).
(2) The Company has previously paid a fee of $26,011.
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<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The contents of the Registration Statement
on Form S-1 (Registration No. 333-27599) filed by Friede Goldman International
Inc. with the Securities and Exchange Commission on May 22, 1997, as amended
by Amendment No. 1 thereto filed on June 30, 1997, Amendment No. 2 thereto
filed on July 11, 1997 and Amendment No. 3 thereto filed on July 16, 1997,
which was declared effective on July 18, 1997, are incorporated herein by
reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Jackson, State of
Mississippi, on July 21, 1997.
Friede Goldman International Inc.
/s/ James A. Lowe, III
By___________________________________
James A. Lowe, III
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
*
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J. L. Holloway Chairman of the Board,
President and Chief
Executive Officer
(Principal Executive
Officer) July 21, 1997
*
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John F. Alford Chief Financial Officer
(Principal Financial
Officer) July 21, 1997
*
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Robert C. Andrews, Jr. Treasurer (Chief Accounting
Officer) July 21, 1997
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Richard L. Marler Director
*
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Ronald W. Schnoor Director July 21, 1997
/s/ James A. Lowe, III
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James A. Lowe, III Director July 21, 1997
*
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Bruce G. Malcolm Director July 21, 1997
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
- ------------------------------------
Jerome L. Goldman Director
*
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Ray Mabus Director July 21, 1997
*
- ------------------------------------
Howell W. Todd Director July 21, 1997
</TABLE>
*By: /s/ James A. Lowe, III
-------------------------
James A. Lowe, III
Attorney-in-Fact
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBITS
--------
<C> <S>
1.1 --Certificate of Registrant as to payment of additional registration
fee.
5.1 --Opinion of Andrews & Kurth L.L.P. as to the legality of the
securities being registered.
23.1 --Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).
23.2 --Consent of Price Waterhouse LLP.
*24.1 --Powers of Attorney.
</TABLE>
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* Incorporated by reference to the Registrant's Registration Statement on Form
S-1, as amended (Registration No. 333-25799).
II-3
<PAGE>
EXHIBIT 1.1
CERTIFICATE OF
FRIEDE GOLDMAN INTERNATIONAL INC.
AS TO PAYMENT OF ADDITIONAL REGISTRATION FEE
Friede Goldman International Inc. (the "Registrant") hereby certifies to the
Securities and Exchange Commission (the "Commission") that on July 21, 1997:
(i) The Registrant has instructed its bank to wire transfer to the
Commission the requisite filing fee of $1,626 due in connection with the
filing of its Registration Statement with the Commission on July 21, 1997
pursuant to Rule 462(b) under the Securities Act of 1933, as amended;
(ii) The Registrant will not revoke such instructions; and
(iii) The Registrant has sufficient funds in the account from which the
wire transfer will originate to cover the amount of the filing fee.
The Registrant hereby undertakes to confirm on July 22, 1997 that its bank
has received such instructions.
FRIEDE GOLDMAN INTERNATIONAL INC.
/s/ JAMES A. LOWE, III
By: _________________________________
James A. Lowe, III
General Counsel and Secretary
<PAGE>
EXHIBIT 5.1
July 21, 1997
Friede Goldman International Inc.
52 E. Capitol Street
Suite 402
Jackson, Mississippi 39201
Gentlemen:
We have acted as counsel for Friede Goldman International Inc., a Delaware
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-1 (the "Registration Statement") relating to the
registration under the Securities Act of 1933, as amended, of the offering and
sale of up to an aggregate of 5,364,750 shares (the "Shares") of common stock,
$.01 par value per share (the "Common Stock"). The Shares include 2,650,000
shares being offered by the Company, 2,015,000 shares being offered by certain
selling stockholders and 669,750 shares of Common Stock being offered by the
Company which may be sold pursuant to an over-allotment option granted to the
Underwriters named in the Registration Statement.
As the basis for the opinion hereinafter expressed, we have examined such
statutes, regulations, corporate records and documents, certificates of
corporate and public officials, and other instruments as we have deemed
necessary or advisable for the purposes of this opinion. In such examination we
have assumed the authenticity of all documents submitted to us as originals and
the conformity with the original documents of all documents submitted to us as
copies.
Based upon the foregoing and having due regard for such legal
considerations as we deem relevant, we are of the opinion that the Shares have
been duly authorized and, when sold in the manner described in the Registration
Statement, will be legally issued and constitute fully paid and nonassessable
shares of Common Stock.
This opinion is limited in all respects to the General Corporation Law of
the State of Delaware and the laws of the United States of America insofar as
such laws are applicable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Prospectus without admitting that we are "experts" under
the Securities Act of 1933, as amended, or the rules and regulations of the
Commission issued thereunder, with respect to any part of the Registration
Statement, including this exhibit.
Very truly yours,
ANDREWS & KURTH L.L.P.
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
As independent public accountants we hereby consent to the use in this
Registration Statement (the "Registration Statement") of Friede Goldman
International Inc. ("FGII") on Form S-1 of our reports (i) dated July 10, 1997,
with respect to the financial statements of the Predecessors (as such term is
defined in the Registration Statement) to FGII, (ii) dated February 28, 1997,
with respect to the statement of operations of Friede & Goldman, Ltd. and
(iii), dated April 22, 1997, with respect to the balance sheet of FGII,
appearing in the Prospectus, which is a part of this Registration Statement,
and to the reference to us under the heading "Experts" in such Prospectus.
ARTHUR ANDERSEN LLP
Jackson, Mississippi
July 21, 1997
